As filed with the Securities and Exchange Commission on October 31, 2017
File No.
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United States
Securities and Exchange Commission
Washington, D.C. 20549
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FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No.
(Check appropriate box or boxes)
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PIONEER ASSET ALLOCATION TRUST
(Exact Name of Registrant as Specified in Charter)
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(617) 742-7825
(Area Code and Telephone Number)
60 State Street, Boston, Massachusetts 02109
(Address of Principal Executive Offices: Number, Street, City, State, Zip Code)
Terrence Cullen
Amundi Pioneer Asset Management, Inc.
60 State Street
Boston, Massachusetts 02109
(Name and Address of Agent for Service)
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Copies to:
Roger P. Joseph, Esq.
Morgan, Lewis & Bockius LLP
One Federal Street
Boston, Massachusetts 02110
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Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement.
Calculation of Registration Fee under the Securities Act of 1933: No filing fee
is due because of reliance on Section 24(f) of the Investment Company Act of
1940, which permits registration of an indefinite number of securities.
Title of Securities Being Registered: Shares of beneficial interest of Pioneer
Solutions - Balanced Fund, a series of the Registrant.
It is proposed that this filing will become effective on November 30, 2017,
pursuant to Rule 488 under the Securities Act of 1933, as amended.
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COMBINED INFORMATION STATEMENT
OF
PIONEER SOLUTIONS -- CONSERVATIVE FUND
AND
PIONEER SOLUTIONS -- GROWTH FUND
(each an "Acquired Fund," and collectively the "Acquired Funds")
AND
PROSPECTUS FOR
PIONEER SOLUTIONS - BALANCED FUND
(the "Acquiring Fund" and, together with the Acquired Funds, the
"Pioneer Funds")
The address and telephone number of each Pioneer Fund is:
60 State Street
Boston, Massachusetts 02109
1-800-225-6292
To the Shareholders of Pioneer Solutions - Conservative Fund and Pioneer
Solutions - Growth Fund:
The Board of Trustees of Pioneer Solutions - Conservative Fund and
Pioneer Solutions - Growth Fund has approved the reorganization of each fund
(each, an "Acquired Fund") with and into Pioneer Solutions - Balanced Fund
(the "Acquiring Fund") after considering the recommendation of Amundi Pioneer
Asset Management, Inc. ("Amundi Pioneer"), the investment manager to your fund,
and concluding that the reorganization would be in the best interests of your
fund.
Following is a brief description of certain aspects of the reorganizations:
o Each fund has the same investment objective of long-term capital
growth and current income.
o Each fund has similar investment policies and strategies. Like the
Acquired Funds, the Acquiring Fund is a "fund of funds" that allocates
its assets primarily among other mutual funds, including mutual funds
managed by Amundi Pioneer and funds unaffiliated with Amundi Pioneer
("underlying funds"). Following the completion of the reorganizations,
it is anticipated that the combined fund will invest to a greater
extent in underlying funds managed by Amundi Pioneer. In addition,
unlike the Acquired Funds, it is expected that, following the
completion of the reorganizations, Amundi Pioneer will not seek to
maintain a target annualized volatility level for the combined fund or
use derivative strategies to a significant extent to seek incremental
return or to seek to limit risk.
o The expense ratio of each class of shares of the combined fund is
expected to be no higher than the expense ratio of the corresponding
class of shares of your fund.
o Unlike the Acquired Funds and the Acquiring Fund, the combined fund
will not pay a direct management fee to Amundi Pioneer. However, as is
currently the case for each of the funds, following the completion of
the Reorganizations, the combined fund will continue to bear a pro
rata portion of the fees and expenses, including management fees, of
each underlying fund in which the combined fund invests.
o None of the funds has achieved a sufficient size to allow for more
efficient operations. The larger asset size of the combined fund may
allow it, relative to your fund, to reduce per share expenses as fixed
expenses will be shared over a larger asset base.
o Upon completion of the reorganization of your fund, you will hold
shares of each class of the Acquiring Fund corresponding to a class of
your fund's shares that you hold immediately prior to the
reorganization having the same aggregate net asset value as your
holdings of shares of that class of your fund immediately prior to the
reorganization.
o Each transaction is expected to be treated as a "reorganization" under
Section 368(a) of the Internal Revenue Code of 1986, as amended, and
shareholders therefore are not expected to recognize any taxable gain
or loss on the exchange of their Acquired Fund shares for shares of
the Acquiring Fund.
Each reorganization is expected to occur on or about January 19, 2018.
Although the reorganizations may be viewed as separate transactions, and
neither reorganization is contingent on the occurrence of the other
reorganization, the reorganizations are expected to occur simultaneously. No
commission, redemption fee or other transactional fee will be charged as a
result of the reorganizations.
The reorganizations do not require shareholder approval, and you are not
being asked to vote. We do, however, ask that you review the enclosed
information statement/prospectus, which contains information about the combined
fund, outlines the differences between each Acquired Fund and the combined
fund, and provides details about the terms and conditions of each
reorganization.
The Board of Trustees of each Acquired Fund has unanimously approved each
Acquired Fund's reorganization and believes each reorganization is in the best
interests of your fund.
If you have any questions, please call 1-800-225-6292.
Sincerely,
Christopher J. Kelley
Secretary
Boston, Massachusetts
__________, 2017
COMBINED INFORMATION STATEMENT
OF
PIONEER SOLUTIONS - CONSERVATIVE FUND
AND
PIONEER SOLUTIONS - GROWTH FUND
(each an "Acquired Fund," and collectively the "Acquired Funds")
AND
PROSPECTUS FOR
PIONEER SOLUTIONS - BALANCED FUND
(the "Acquiring Fund" and, together with the Acquired Funds, the
"Pioneer Funds")
The address and telephone number of the Pioneer Funds is:
60 State Street
Boston, Massachusetts 02109
1-800-225-6292
The Securities and Exchange Commission and the Commodity Futures Trading
Commission have not, and no state securities authority has, approved or
disapproved the shares of the Pioneer Funds or determined whether this
prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
An investment in any Pioneer Fund (each sometimes referred to herein as a
"fund") is not a bank deposit and is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency.
This Information Statement/Prospectus concisely sets forth information
that an investor needs to know before investing. Please read this Information
Statement/Prospectus carefully before investing and keep it for future
reference.
1
TABLE OF CONTENTS
Page
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INTRODUCTION 3
REORGANIZATIONS OF PIONEER SOLUTIONS - CONSERVATIVE FUND AND PIONEER SOLUTIONS -
GROWTH FUND WITH PIONEER SOLUTIONS - BALANCED FUND 6
OTHER IMPORTANT INFORMATION REGARDING THE REORGANIZATIONS 39
TERMS OF THE AGREEMENT AND PLAN OF REORGANIZATION 41
TAX STATUS OF THE REORGANIZATIONS 42
ADDITIONAL INFORMATION ABOUT THE PIONEER FUNDS 48
FINANCIAL HIGHLIGHTS 69
OWNERSHIP OF SHARES OF THE PIONEER FUNDS 74
EXPERTS 75
AVAILABLE INFORMATION 76
EXHIBIT A - FORM OF AGREEMENT AND PLAN OF REORGANIZATION A-1
2
INTRODUCTION
This combined information statement/prospectus, dated [______________],
2017 (the "Information Statement/Prospectus"), is being furnished to
shareholders of each of Pioneer Solutions - Conservative Fund and Pioneer
Solutions - Growth Fund (each, an "Acquired Fund") in connection with the
reorganization of each Acquired Fund with Pioneer Solutions - Balanced Fund (the
"Acquiring Fund"). Although the reorganization of each Acquired Fund with the
Acquiring Fund may be considered as separate transactions, and are not
contingent on the occurrence of the other Acquired Fund's reorganization, the
reorganizations are expected to occur simultaneously. The reorganizations do not
require shareholder approval, and you are not being asked to vote.
The Information Statement/Prospectus contains information you should know
about each reorganization.
A copy of the agreement and plan of reorganization that provides for the
reorganization of each Acquired Fund is attached to this Information
Statement/Prospectus as Exhibit A. Shareholders should read this entire
Information Statement/Prospectus, including Exhibit A, carefully.
The date of this Information Statement/Prospectus is [______________], 2017.
For more complete information about each fund, please read the fund's
prospectus and statement of additional information, as they may be amended
and/or supplemented. Each fund's prospectus and statement of additional
information has been filed with the SEC (http://www.sec.gov) and is available
upon oral or written request and without charge. See "Where to Get More
Information" below.
Where to Get More Information
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Each fund's current summary prospectus, prospectus, On file with the SEC (http://www.sec.gov) and available at no charge
statement of additional information, and any by calling our toll-free number: 1-800-225-6292. See
applicable supplements. "Available Information."
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Each fund's most recent annual and semi-annual On file with the SEC (http://www.sec.gov) and available at no charge
reports to shareholders. by calling our toll-free number: 1-800-225-6292. See
"Available Information."
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A statement of additional information for this On file with the SEC (http://www.sec.gov) and available at no charge
Information Statement/Prospectus (the "SAI"), by calling our toll-free number: 1-800-225-6292. This SAI is
dated [_________], 2017. It contains additional incorporated by reference into this Information Statement/Prospectus.
information about the funds. See "Available Information."
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To ask questions about this Information Call our toll-free telephone number: 1-800-225-6292.
Statement/Prospectus
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Each Acquired Fund's summary prospectus, prospectus and statement of
additional information dated December 1, 2016, as supplemented, are
incorporated by reference into this Information Statement/Prospectus.
Background to the Reorganization
Amundi Pioneer Asset Management, Inc. ("Amundi Pioneer"), each fund's
investment adviser, has recommended the reorganization of each Acquired Fund
with the Acquiring Fund (each, a "Reorganization"), and the Board of Trustees
has determined that the Reorganization of each Acquired Fund is in the best
interests of such Acquired Fund. Factors that Amundi Pioneer took into
consideration in making its recommendations, and the Board of Trustees took
into consideration in making its determinations, include:
o The expense ratio of each class of shares of the combined fund is
expected to be no higher than the expense ratio of the corresponding
class of shares of your fund.
o Unlike the Acquired Funds and the Acquiring Fund, the combined fund
will not pay a direct management fee to Amundi Pioneer. However, as is
currently the case for each of the funds, following the completion of
the Reorganizations, the combined fund will continue to bear a pro
rata portion of the fees and expenses, including management fees, of
each underlying fund in which the combined fund invests. The pro rata
portion of the management fees of underlying Amundi Pioneer funds
borne by the combined fund following the completion of the
Reorganizations is not expected to exceed the direct management fee
and the pro rata portion of the management fees of underlying Amundi
Pioneer funds currently borne by your fund.
o None of the funds has achieved a sufficient size to allow for more
efficient operations. The larger asset size of the combined fund may
allow it, relative to your fund, to reduce per share expenses as fixed
expenses will be shared over a larger asset base.
3
o Each fund has the same investment objective of long-term capital
growth and current income.
o Each fund has similar investment policies and strategies. Like the
Acquired Funds, the Acquiring Fund is a "fund of funds" that allocates
its assets primarily among other mutual funds, including mutual funds
managed by Amundi Pioneer and funds unaffiliated with Amundi Pioneer
("underlying funds"). Following the completion of the Reorganizations,
it is anticipated that the combined fund will invest to a greater
extent in underlying funds managed by Amundi Pioneer. In addition,
unlike the Acquired Funds and the Acquiring Fund, it is expected that,
following the completion of the Reorganizations, Amundi Pioneer will
not seek to maintain a target annualized volatility level for the
combined fund or use derivative strategies to a significant extent to
seek incremental return or to seek to limit risk.
o Each Reorganization, itself, generally is not expected to result in
income, gain or loss being recognized for federal income tax purposes
by the Acquired Fund, the Acquiring Fund or by the shareholders of any
fund.
At a meeting held on September 12, 2017, the Board of Trustees of the
funds unanimously approved the Reorganization of each Acquired Fund with the
Acquiring Fund. The Reorganization of each Acquired Fund is not subject to
approval by the shareholders of such Acquired Fund.
How will the Reorganizations work?
o Each Acquired Fund's Reorganization is scheduled to occur on or about
January 19, 2018, but may occur on such later date as the parties may
agree in writing (the "Closing Date").
o Your fund will transfer all of its assets to the Acquiring Fund, and
the Acquiring Fund will assume all of your fund's liabilities.
o The Acquiring Fund will issue Class A, Class C, Class R and Class Y
shares to your fund with an aggregate net asset value equal to the
aggregate net asset value of your fund's Class A, Class C, Class R and
Class Y shares, respectively.
o Shares of the Acquiring Fund will be distributed to you on a
class-by-class basis in proportion to the relative net asset value of
your holdings of shares of each class of your fund on the Closing
Date. Therefore, upon completion of the Reorganization, you will hold
shares of each class of the Acquiring Fund corresponding to a class of
your fund held by you with the same aggregate net asset value as your
holdings of shares of that class of your fund immediately prior to the
Reorganization. The net asset value attributable to a class of shares
of each fund will be determined using the Pioneer Funds' valuation
policies and procedures. Each fund's valuation policy and procedures
are identical.
o No sales load, contingent deferred sales charge, commission,
redemption fee or other transactional fee will be charged as a result
of the Reorganizations. After the Reorganizations, any contingent
deferred sales charge that applied to your Class A or Class C shares
of your fund at the time of the Reorganizations will continue to apply
for the remainder of the applicable holding period at the time of the
Reorganizations. In calculating any applicable contingent deferred
sales charge, the period during which you held your shares will be
included in the holding period of the shares you receive as a result
of the Reorganizations.
o The Reorganizations generally are not expected to result in gain or
loss being recognized for federal income tax purposes by any fund or
by the shareholders of any fund.
o In approving the Reorganization of each Acquired Fund, the Board of
Trustees of each fund, including all of the Trustees who are not
"interested" persons (as defined in the Investment Company Act of
1940, as amended (the "1940 Act")) of the Pioneer Funds, Amundi
Pioneer, or Amundi Pioneer Distributor, Inc., the Pioneer Funds'
principal underwriter and distributor ("Amundi Pioneer Distributor")
(the "Independent Trustees"), has determined that such Reorganization
is in the best interest of such Acquired Fund and the Acquiring Fund
and will not dilute the interests of shareholders. The Trustees have
made this determination based on factors that are discussed below.
o Shareholders of an Acquired Fund who determine that they do not wish
to become shareholders of the combined fund may (a) redeem their
shares of their Acquired Fund prior to the Closing Date or (b)
exchange their shares of their Acquired Fund prior to the Closing Date
for shares of another Pioneer fund by contacting Amundi Pioneer or
their investment professional or financial intermediary. Any
contingent deferred sales charge that applies to your Class A or Class
C shares will be waived in connection with a redemption of your shares
of an Acquired Fund prior to the Closing Date. Please note that a
redemption or an exchange of shares of an Acquired Fund will be a
taxable event and a shareholder may recognize a gain or loss for
federal income tax purposes in connection with that transaction.
This Information Statement/Prospectus relates only to the Class A, Class
C, Class R and Class Y shares to be issued in the Reorganization.
4
What are the federal income tax consequences of each Reorganization?
As a condition to the closing of each Reorganization, the applicable
Acquired Fund and the Acquiring Fund must receive an opinion of Morgan, Lewis &
Bockius LLP substantially to the effect that the Reorganization will constitute
a "reorganization" within the meaning of Section 368(a) of the Internal Revenue
Code of 1986, as amended (the "Internal Revenue Code"). Accordingly, subject to
the limited exceptions described below under the heading "Tax Status of the
Reorganizations," it is expected that neither you nor in general your Acquired
Fund will recognize gain or loss as a direct result of the applicable
Reorganization, and that the aggregate tax basis of the shares of each class
that you receive in that Reorganization will be the same as the aggregate tax
basis of the shares of the corresponding class that you surrender in that
Reorganization. In addition, your holding period for the shares of each class
you receive in the applicable Reorganization will include the holding period of
the shares of the corresponding class that you surrender in that
Reorganization, provided that you held those shares as capital assets on the
date of that Reorganization. However, in accordance with the Pioneer Funds'
policy that each Pioneer Fund distributes its investment company taxable income
(computed without regard to the dividends-paid deduction), net tax-exempt
income and net capital gains for each taxable year (in order to qualify for tax
treatment as a regulated investment company and avoid federal income and excise
tax thereon at the fund level), your Acquired Fund will declare and pay a
distribution of such income and gains to its shareholders shortly before the
applicable Reorganization. Such distribution may affect the amount, timing or
character of taxable income that you realize in respect of your Acquired Fund
shares. For more information, see "Tax Status of the Reorganizations" on page
42 of the Information Statement/Prospectus. The Acquiring Fund may make a
comparable distribution to its shareholders shortly before one or both
Reorganizations. Additionally, following the Reorganizations, the Acquiring
Fund will continue to make distributions according to its regular distribution
schedule. You will generally need to pay tax on those distributions even though
they may include income and gains that were accrued and/or realized before you
became a shareholder of the Acquiring Fund.
Who bears the expenses associated with the Reorganization?
Each Acquired Fund agrees to pay 25% of the expenses incurred in
connection with the Reorganization of such Acquired Fund, including expenses
associated with preparation, printing and mailing of any shareholder
communications (including this Information Statement/Prospectus), any filings
with the SEC and other governmental agencies in connection with the
Reorganization, audit fees and legal fees ("Reorganization Costs"). The
Acquiring Fund agrees to pay 25% of the Reorganization Costs incurred in
connection with each Reorganization. Amundi Pioneer will bear the remaining 50%
of the Reorganization Costs. If both Reorganizations are consummated on the
same Closing Date, 12.5% of the aggregate Reorganization Costs shall be paid by
each Acquired Fund, and 25% of the aggregate Reorganization Costs shall by paid
by the Acquiring Fund. Amundi Pioneer would bear the remaining 50% of the
Reorganization Costs. It is estimated that these expenses in the aggregate will
be approximately $150,000, of which each Acquired Fund will bear approximately
$18,750 for its Reorganization, the Acquiring Fund will bear approximately
$37,500 in the aggregate for both Reorganizations, and Amundi Pioneer will bear
the remaining $75,000. If only one Acquired Fund's Reorganization is
consummated, such Acquired Fund will bear approximately $37,500 of the
Reorganization Costs and the Acquiring Fund will bear approximately $37,500 of
the Reorganization Costs. Amundi Pioneer would bear the remaining 50% of the
Reorganization Costs. Expenses will, however, be paid by the party directly
incurring the expenses to the extent that the payment by another person would
result in a failure by any fund to qualify for treatment as a "regulated
investment company" within the meaning of Section 851 of the Internal Revenue
Code or would prevent a Reorganization from qualifying as a "reorganization"
within the meaning of Section 368 of the Internal Revenue Code or otherwise
result in the imposition of tax on a fund or on a fund's shareholders.
5
REORGANIZATIONS OF PIONEER SOLUTIONS - CONSERVATIVE FUND AND
PIONEER SOLUTIONS - GROWTH FUND WITH
PIONEER SOLUTIONS - BALANCED FUND
SUMMARY
The following is a summary of more complete information appearing later in
this Information Statement/Prospectus or incorporated herein. You should read
carefully the entire Information Statement/Prospectus, including the form of
Agreement and Plan of Reorganization attached as Exhibit A, because it contains
details that are not in the summary.
Fund Comparison
The Board of Trustees of each Acquired Fund has approved the
Reorganization of each Acquired Fund with the Acquiring Fund. There are
similarities among the funds, as well as certain differences, including:
o Investment Adviser. Each fund currently is managed by Amundi Pioneer.
Following the completion of the Reorganizations, the combined fund
will be managed by Amundi Pioneer. The funds' portfolio management
team currently consists of John O'Toole, Paul Weber, and Salvatore
Buono. Following the completion of the Reorganizations, the combined
fund's management team will consist of Kenneth J. Taubes and Marco
Pirondini.
o Investment Objective. Each fund currently has the same investment
objective of long-term capital growth and current income. Following
the completion of the Reorganizations, the investment objective of the
combined fund also will be long-term capital growth.
o "Fund of Funds." Each fund currently is a "fund of funds." Following
the completion of the Reorganizations, the combined fund will remain a
"fund of funds."
o Focus on Underlying Pioneer Funds. Each fund currently allocates
approximately 60%-70% of its total assets to underlying funds managed
by Amundi Pioneer. Following the completion of the Reorganizations, it
is anticipated that, initially, the combined fund will invest to a
greater extent (90%-95% of its total assets) in underlying funds
managed by Amundi Pioneer.
o Investment Process. For each fund, Amundi Pioneer currently selects
investments it believes will perform well over time while maintaining
a target annualized volatility level that corresponds to the fund's
relative risk profile. Following the completion of the
Reorganizations, Amundi Pioneer will not seek to maintain a target
annualized volatility level for the combined fund, but the portfolio
management team will continue to evaluate asset classes, fund
attributes, broad economic and market factors, and strategic and
tactical considerations in its investment decisions. In addition, each
fund currently uses derivative strategies to seek incremental return
or to seek to limit risk. Following the completion of the
Reorganizations, the combined fund will continue to have the ability
to use derivatives, but it is currently anticipated that the combined
fund generally will not use derivative strategies to the same extent
as does your fund.
o Asset Class Exposure. Following the completion of the Reorganizations,
it is anticipated that, initially, the combined fund's exposure to
different asset classes will most closely resemble the Acquiring
Fund's exposure to different asset classes prior to the
Reorganizations. At July 31, 2017, approximately 42% of the Balanced
Fund's total assets was invested in fixed income underlying funds,
approximately 35% of the fund's total assets was invested in
international equity underlying funds, approximately 18% of the fund's
total assets was invested in U.S. equity funds, and approximately 4%
of the fund's total assets was invested directly in fixed income
obligations. Accordingly, it is anticipated that, following the
completion of the Reorganizations, the combined fund will have: (i)
relative to Pioneer Solutions - Conservative Fund, significantly less
exposure to fixed income investments and their related risks and
significantly more exposure to international and U.S. equity
investments and their related risks; and (ii) relative to Pioneer
Solutions - Growth Fund, significantly more exposure to fixed income
investments and their related risks and significantly less exposure to
international and U.S. equity investments and their related risks.
However, the combined fund's exposure to different asset classes and
allocations among underlying funds will change from time to time in
response to broad economic and market factors, as well as strategic
and tactical considerations. There is no maximum or minimum exposure
that the fund must have to any asset class.
6
The tables below compare certain features of each fund to the features of
the combined fund that will be in effect upon completion of the
Reorganizations. In the table below, if a row extends across the entire table,
the policy disclosed applies to both your fund and the combined fund.
Pioneer Solutions -
Balanced Fund
Pioneer Solutions - Pioneer Solutions - Pioneer Solutions - (Combined Fund,
Conservative Fund Growth Fund Balanced Fund Post-Reorganization)
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Investment Long-term capital growth and current income.
Objective
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The fund's investment objective may be changed without shareholder approval. The fund will provide at least 30 days'
notice prior to implementing any change to its investment objective.
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Principal The fund seeks to achieve its investment objectives by primarily investing in other funds ("underlying funds") and
Investment using asset allocation strategies to allocate its assets among the underlying funds.
Strategies
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The fund may also invest directly in securities and use derivatives.
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The fund may invest in underlying funds that are either managed by Amundi Pioneer or managed by an adviser not
associated with Amundi Pioneer, including exchange-traded funds.
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The fund invests mainly in underlying funds managed by Amundi Pioneer or The fund invests primarily
one of its affiliates. in underlying funds
managed by Amundi Pioneer
or one of its affiliates.
It is currently anticipated
that, following the
completion of the
Reorganizations, the
combined fund will invest to
a greater extent in underlying
funds managed by Amundi
Pioneer.
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At July 31, 2017, At July 31, 2017, At July 31, 2017, It is currently anticipated
approximately 71% of the approximately 71% of the approximately 69% of the that, following the
fund's total assets was fund's total assets was fund's total assets was completion of the
invested in underlying funds invested in underlying funds invested in underlying funds Reorganizations, initially,
managed by Amundi Pioneer managed by Amundi Pioneer managed by Amundi Pioneer approximately 90%-95% of
and approximately 28% of and approximately 25% and approximately 27% of the fund's total assets will be
the fund's total assets was of the fund's total assets was the fund's total assets was invested in underlying funds
invested in underlying funds invested in underlying funds invested in underlying funds managed by Amundi
managed by an adviser not managed by an adviser not managed by an adviser not Pioneer, and approximately
associated with Amundi associated with Amundi associated with Amundi 5%-10% of the fund's total
Pioneer, including Pioneer, including Pioneer, including assets will be invested in
exchange-traded funds. exchange-traded funds. exchange-traded funds. underlying funds managed
by an adviser not associated
with Amundi Pioneer,
including exchange-traded
funds.
The fund's allocations
among underlying funds,
including funds managed by
Amundi Pioneer, will change
from time to time in
response to strategic and
tactical considerations.
There is no maximum or
minimum allocation that the
fund must have to
underlying funds managed
by Amundi Pioneer.
7
Pioneer Solutions --
Balanced Fund
Pioneer Solutions -- Pioneer Solutions -- Pioneer Solutions -- (Combined Fund,
Conservative Fund Growth Fund Balanced Fund Post-Reorganization)
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The fund may also invest in securities of unaffiliated mutual funds or exchange-traded funds ("ETFs") when the desired
economic exposure to a particular asset category or investment strategy is not available through a Pioneer fund.
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The fund allocates its assets among underlying funds with exposure to the broad asset classes of equity, fixed income and
short-term (money market) investments. The fund also may invest in underlying funds with exposure to non-traditional --
so-called "alternative" -- asset classes such as real estate investment trusts ("REITs") or commodities, or that use
alternative strategies, such as market neutral strategies (strategies that seek to achieve positive returns while attempting to
limit general market exposure) or relative value strategies (strategies that seek to identify securities that are undervalued
relative to each other or historical norms).
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The fund does not have target ranges for the allocation of assets among asset classes or individual underlying funds.
Accordingly, the fund's exposure to different asset classes and allocations among underlying funds will change from time to
time in response to broad economic and market factors, as well as strategic and tactical considerations. There is no
maximum or minimum exposure that the fund must have to any asset class. The equity securities to which the fund may
have exposure may be of any market capitalization. The fixed income securities to which the fund may have exposure may
be of any maturity and of any credit quality, including high yield or "junk" bonds.
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At July 31, 2017, At July 31, 2017, At July 31, 2017, It is currently anticipated
approximately 75% of the approximately 15% of the approximately 42% of the that, following the
fund's total assets was fund's total assets was fund's total assets was completion of the
invested in fixed income invested in fixed income invested in fixed income Reorganizations, initially, the
underlying funds, underlying funds, underlying funds, combined fund's exposure to
approximately 13% of the approximately 47% of the approximately 35% of the different asset classes will
fund's total assets was fund's total assets was fund's total assets was most closely resemble the
invested in international invested in international invested in international Acquiring Fund's exposure to
equity underlying funds, equity underlying funds, equity underlying funds, different asset classes prior
approximately 8% of the approximately 34% of the approximately 18% of the to the Reorganizations. As
fund's total assets was fund's total assets was fund's total assets was noted above, the fund's
invested in U.S. equity invested in U.S. equity invested in U.S. equity exposure to different asset
funds, and approximately funds, and approximately funds, and approximately classes and allocations
4% of the fund's total 4% of the fund's total 4% of the fund's total among underlying funds will
assets was invested assets was invested assets was invested change from time to time in
directly in fixed directly in fixed directly in fixed response to broad economic
income obligations. income obligations. income obligations. and market factors, as well
as strategic and tactical
considerations. There is no
maximum or minimum
exposure that the fund must
have to any asset class.
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Amundi Pioneer selects investments it believes will perform well over time while Following the completion of
maintaining a level of volatility (the variability of returns from one period to the next) the Reorganizations, Amundi
corresponding to its risk/return profile, targeting an annualized volatility level for each Pioneer will not seek to
fund as follows: maintain a target annualized
volatility level for the
combined fund.
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Annualized Volatility Level: Annualized Volatility Level: Annualized Volatility Level:
Approximately 3% - 7.5% Approximately 10% - 18% Approximately 6% - 12.5%
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Due to market conditions and other factors, the actual or realized volatility of the fund for
any particular period of time may be materially higher or lower than the target level. The
fund's volatility results from rapid and dramatic price swings of securities held by the
underlying funds in which the fund invests. Higher volatility generally indicates higher risk.
8
Pioneer Solutions --
Balanced Fund
Pioneer Solutions -- Pioneer Solutions -- Pioneer Solutions -- (Combined Fund,
Conservative Fund Growth Fund Balanced Fund Post-Reorganization)
--------------------------------------------------------------------------------------------------------------------------------
Amundi Pioneer allocates the fund's assets among underlying funds and other investments based on strategic positioning
and tactical considerations, taking into account both broad economic and market factors and factors specific to particular
investments. Amundi Pioneer allocates the fund's investments in the underlying funds based on an evaluation of three
components: strategic asset allocation (generally, the weighting of allocations among broad asset classes to capture market
returns), tactical asset allocation (generally, the weighting of allocations to various sub-categories within broad asset
classes to add value relative to the general strategic allocations) and fund selection. Amundi Pioneer's analysis in selecting
underlying funds includes an assessment of the fund's historical relative and absolute performance, volatility and other risk
characteristics, and correlation with other funds and benchmarks. Amundi Pioneer considers the relative return potential of
investments in view of their expected relative risk, including potential volatility and drawdown risk (the risk of significant
loss, measured from peak value) among other risks. Amundi Pioneer also analyzes the fund's investment strategies,
investment process and portfolio management team. The goal of this process is to identify a combination of investments
with the potential to provide total return consistent with the fund's overall risk/return profile.
--------------------------------------------------------------------------------------------------------------------------------
As part of its overall strategy, the fund may use derivatives, including futures, options, The fund may use
forward foreign currency exchange contracts and swaps. The fund may use derivatives derivatives for a variety of
in an effort to limit the effects of volatility or severe market events on the fund, to seek purposes, including: in an
incremental return, and for a variety of other hedging and non-hedging purposes. attempt to hedge against
The fund also may use derivatives strategies designed to isolate sources of return adverse changes in the
associated with specific investment opportunities that are not correlated to the general market price of securities,
market environment. Investment opportunities may relate, for example, to the relative interest rates or currency
value or credit quality of individual instruments, issuers, industries or sectors, capital exchange rates; and to
or investment structures relating to issuers or sectors, the structure (yield curve) or attempt to increase the
direction of prevailing interest rates, the movement of global currency exchange rates, fund's return, and for a
and the expected price convergence of different instruments. These strategies often variety of other hedging and
entail two or more simultaneous derivatives positions (one long and one short) non-hedging purposes.
structured in an effort to reduce some risks while isolating a potential source of In addition, certain
return. The fund may invest in derivative instruments to the full extent permitted by underlying funds may use
applicable legal and regulatory requirements. derivatives, including
In addition, certain underlying funds may use derivatives. futures, options, forward
foreign currency exchange
contracts and swaps.
It is currently anticipated
that, following the
completion of the
Reorganizations, the
combined fund will not
generally use derivative
strategies to the same extent
as the Acquired Funds or the
Acquiring Fund, pre-
Reorganizations.
9
Pioneer Solutions --
Balanced Fund
Pioneer Solutions -- Pioneer Solutions -- Pioneer Solutions -- (Combined Fund,
Conservative Fund Growth Fund Balanced Fund Post-Reorganization)
------------------------------------------------------------------------------------------------------------------------------------
Investments typically are sold -- and derivatives-based strategies unwound -- when Amundi Investments typically are
Pioneer's overall assessment of market and economic conditions changes or the sold when Amundi Pioneer's
assessments of the attributes of specific investments change. overall assessment of
market and economic
conditions changes or the
assessments of the
attributes of specific
investments change.
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Portfolio The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).
Turnover A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares
are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example,
affect the fund's performance.
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During the fiscal year ended During the fiscal year ended During the fiscal year ended
July 31, 2017, the fund's July 31, 2017, the fund's July 31, 2017, the fund's
portfolio turnover rate was portfolio turnover rate was portfolio turnover rate was
31% of the average value 26% of the average value 27% of the average value
of its portfolio. of its portfolio. of its portfolio.
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Investment Amundi Pioneer Asset Management, Inc.
Adviser
------------------------------------------------------------------------------------------------------------------------------------
Portfolio John O'Toole, Head of Multi-Asset Fund Solutions at Amundi Pioneer (portfolio manager Kenneth J. Taubes, Executive
Management of the fund since November 2014); Paul Weber, Head of Fund Research and Manager Vice President and Chief
Selection within the Multi-Asset Fund Solutions team at Amundi Pioneer (portfolio Investment Officer, U.S. of
manager of the fund since November 2014); and Salvatore Buono, Head of Strategy Amundi Pioneer (portfolio
Alignment and Structured Products within the Multi-Asset Fund Solutions team at manager of the fund since
Amundi Pioneer (portfolio manager of the fund since November 2014). January 2018); and Marco
Pirondini, Executive Vice
President and Head of U.S.
Equities U.S. at Amundi
Pioneer (portfolio manager
of the fund since January
2018).
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Fiscal July 31
Year
End
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Business A series of Pioneer Asset Allocation Trust, an open-end management investment company organized as a Delaware
statutory trust.
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Net Assets $57.3 million $306.7 million $164.5 million $528.5 million
(as of (Assuming completion
7/31/17) of each Reorganization)
(audited)
10
PRINCIPAL INVESTMENTS
Pioneer Solutions --
Balanced Fund
Pioneer Solutions -- Pioneer Solutions -- Pioneer Solutions -- (Combined Fund,
Conservative Fund Growth Fund Balanced Fund Post-Reorganization)
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Investments in Equity Securities
Equity The fund may invest in equity securities. Equity securities in which the fund invests include common stocks and
Securities securities with common stock characteristics, such as ETFs that invest primarily in equity securities, depositary
receipts, warrants, rights, equity interests in REITs and preferred stocks.
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Investments REITs are companies that invest primarily in income producing real estate or real estate related loans or interests.
in REITs Some REITs invest directly in real estate and derive their income from the collection of rents and capital gains on the
sale of proper ties. Other REITs invest primarily in mortgages, including "sub-prime" mortgages, secured by real estate
and derive their income from collection of interest.
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Investments in Fixed Income Securities
Debt The fund may invest in debt securities. Debt securities in which the fund invests include U.S. government securities,
Securities debt securities of corporate and other issuers, mortgage- and asset-backed securities and short-term debt securities.
The fund may acquire debt securities that are investment grade and may invest in below investment grade debt securities
(known as "junk bonds") including below investment grade convertible debt securities. A debt security is investment
grade if it is rated in one of the top four categories by a nationally recognized statistical rating organization or
determined to be of equivalent credit quality by the adviser.
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U.S. The fund may invest in U.S. government securities. U.S. government securities are obligations of, or guaranteed by, the
Government U.S. government, its agencies or government-sponsored entities. U.S. government securities include obligations: directly
Securities issued by or supported by the full faith and credit of the U.S. government, like Treasury bills, notes and bonds and
Government National Mortgage Association ("GNMA") certificates; supported by the right of the issuer to borrow from the
U.S. Treasury, like those of the Federal Home Loan Banks ("FHLBs"); supported by the discretionary authority of the U.S.
government to purchase the agency's securities like those of the Federal National Mortgage Association ("FNMA"); or
supported only by the credit of the issuer itself, like the Tennessee Valley Authority. U.S. government securities
include issues by non-governmental entities (like financial institutions) that carry direct guarantees from U.S.
government agencies as part of government initiatives in response to the market crisis or otherwise. U.S. government
securities include zero coupon securities that make payments of interest and principal only upon maturity and which
therefore tend to be subject to greater volatility than interest bearing securities with comparable maturities.
Although the U.S. government guarantees principal and interest payments on securities issued by the U.S. government and
some of its agencies, such as securities issued by GNMA, this guarantee does not apply to losses resulting from
declines in the market value of these securities. Some of the U.S. government securities that the fund may hold are not
guaranteed or backed by the full faith and credit of the U.S. government, such as those issued by FNMA and Federal Home
Loan Mortgage Corporation ("FHLMC").
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Mortgage- The fund may invest in mortgage-backed securities. Mortgage-backed securities may be issued by private issuers, by
Backed government-sponsored entities such as FNMA or FHLMC or by agencies of the U.S. government, such as GNMA.
Securities Mortgage-backed securities represent direct or indirect participation in, or are collateralized by and payable from,
mortgage loans secured by real property. The fund's investments in mortgage-related securities may include mortgage
derivatives and structured securities.
The fund may invest in collateralized mortgage obligations ("CMOs"). A CMO is a mortgage-backed bond that is issued in
multiple classes, each with a specified fixed or floating interest rate and a final scheduled distribution date. The
holder of an interest in a CMO is entitled to receive specified cash flows from a pool of underlying mortgages or other
mortgage-backed securities. Depending upon the class of CMO purchased, the holder may be entitled to payment before the
cash flow from the pool is used to pay holders of other classes of the CMO or, alternatively, the holder may be paid
only to the extent that there is cash remaining after the cash flow has been used to pay other classes. A subordinated
interest may serve as a credit support for the senior securities purchased by other investors.
11
PRINCIPAL INVESTMENTS
Pioneer Solutions --
Balanced Fund
Pioneer Solutions -- Pioneer Solutions -- Pioneer Solutions -- (Combined Fund,
Conservative Fund Growth Fund Balanced Fund Post-Reorganization)
------------------------------------------------------------------------------------------------------------------------------------
Asset-Backed The fund may invest in asset-backed securities. Asset-backed securities represent participations in, or are secured by
Securities and payable from, assets such as installment sales or loan contracts, leases, credit card receivables and other
categories of receivables. The fund's investments in asset-backed securities may include derivative and
structured securities.
The fund may invest in asset-backed securities issued by special entities, such as trusts, that are backed by a pool of
financial assets. The fund may invest in collateralized debt obligations ("CDOs"), which include collateralized bond
obligations ("CBOs"), collateralized loan obligations ("CLOs") and other similarly structured securities. A CDO is a
trust backed by a pool of fixed income securities. The trust typically is split into two or more portions, called
tranches, which vary in credit quality, yield, credit support and right to repayment of principal and interest. Lower
tranches pay higher interest rates but represent lower degrees of credit quality and are more sensitive to the rate of
defaults in the pool of obligations. Certain CDOs may use derivatives, such as credit default swaps, to create
synthetic exposure to assets rather than holding such assets directly.
------------------------------------------------------------------------------------------------------------------------------------
Event-Linked The fund may invest in "event-linked" bonds, which sometimes are referred to as "insurance-linked" or "catastrophe"
Bond and bonds. Event-linked bonds are debt obligations for which the return of principal and the payment of interest are
other contingent on the non-occurrence of a pre-defined "trigger" event, such as a hurricane or an earthquake of a specific
Insurance- magnitude or other event that leads to physical or economic loss. For some event-linked bonds, the trigger event's
Linked magnitude may be based on losses to a company or industry, industry indexes or readings of scientific instruments
Securities rather than specified actual losses. The fund is entitled to receive principal and interest payments so long as no
trigger event occurs of the description and magnitude specified by the instrument.
Event-linked bonds may be issued by government agencies, insurance companies, reinsurers, special purpose corporations
or other on-shore or off-shore entities. The fund may invest in interests in pooled entities that invest primarily in
event-linked bonds.
Event-linked bonds are typically rated below investment grade or may be unrated. The rating for an event-linked bond
primarily reflects the rating agency's calculated probability that a pre-defined trigger event will occur, which will
cause a loss of principal. This rating may also assess the credit risk of the bond's collateral pool, if any, and the
reliability of the model used to calculate the probability of a trigger event.
In addition to event-linked bonds, the fund may also invest in other insurance-linked securities, including structured
reinsurance instruments such as quota share instruments (a form of proportional reinsurance whereby an investor
participates in the premiums and losses of a reinsurer's portfolio of catastrophe-oriented policies, sometimes referred
to as "reinsurance sidecars") and collateralized reinsurance investments, industry loss warranties, and other
insurance- and reinsurance-related securities. Quota share instruments and other structured reinsurance instruments
generally will be considered illiquid securities by the fund.
------------------------------------------------------------------------------------------------------------------------------------
Floating Floating rate investments are securities and other instruments with interest rates that adjust or "float" periodically
Rate based on a specified interest rate or other reference and include floating rate loans, repurchase agreements, money
Investments market securities and shares of money market and short-term bond funds.
Floating rate loans are provided by banks and other financial institutions to large corporate customers in connection
with recapitalizations, acquisitions, and refinancings. These loans are generally acquired as a participation interest
in, or assignment of, loans originated by a lender or other financial institution. These loans are rated below
investment grade. The rates of interest on the loans typically adjust periodically by reference to a base lending rate,
such as the London Interbank Offered Rate ("LIBOR"), a designated U.S. bank's prime or base rate or the overnight
federal funds rate, plus a premium. Some loans reset on set dates, typically every 30 to 90 days, but not to exceed one
year. Other loans reset periodically when the underlying rate resets.
In most instances, the fund's investments in floating rate loans hold a senior position in the capital structure of the
borrower. Having a senior position means that, if the borrower becomes insolvent, senior debtholders, like the fund,
will be paid before subordinated debtholders and stockholders of the borrower. Senior loans typically are secured by
specific collateral.
Floating rate loans typically are structured and administered by a financial institution that acts as an agent for the
holders of the loan. Loans can be acquired directly through the agent, by assignment from another holder of the loan,
or as a participation interest in the loan. When the fund is a direct investor in a loan, the fund may have the ability
to influence the terms of the loan, although the fund does not act as the sole negotiator or originator of the loan.
Participation interests are fractional interests in a loan issued by a lender or other financial institution. When the
fund invests in a loan participation, the fund does not have a direct claim against the borrower and must rely upon an
intermediate participant to enforce any rights against the borrower.
12
PRINCIPAL INVESTMENTS
Pioneer Solutions --
Balanced Fund
Pioneer Solutions -- Pioneer Solutions -- Pioneer Solutions -- (Combined Fund,
Conservative Fund Growth Fund Balanced Fund Post-Reorganization)
------------------------------------------------------------------------------------------------------------------------------------
Subordinated The fund may invest in securities that are subordinated or "junior" to more senior securities of the issuer. The
Securities investor in a subordinated security of an issuer is entitled to payment after other holders of debt in that issuer.
------------------------------------------------------------------------------------------------------------------------------------
Investment A debt security is considered investment grade if it is:
Grade -- Rated BBB or higher at the time of purchase by Standard & Poor's Financial Services LLC;
Securities -- Rated the equivalent rating by a nationally recognized statistical rating organization; or
-- Determined to be of equivalent credit quality by Amundi Pioneer
Securities in the lowest category of investment grade (i.e., BBB) are considered to have speculative characteristics.
An investor can still lose significant amounts when investing in investment grade securities.
------------------------------------------------------------------------------------------------------------------------------------
Below The fund may invest in debt securities rated below investment grade or, if unrated, of equivalent quality as
Investment determined by Amundi Pioneer. A debt security is below investment grade if it is rated BB or lower by Standard &
Grade Poor's Financial Services LLC or the equivalent rating by another nationally recognized statistical rating
Securities organization or determined to be of equivalent credit quality by Amundi Pioneer. Debt securities rated below
("Junk investment grade are commonly referred to as "junk bonds" and are considered speculative. Below investment grade debt
Bonds") securities involve greater risk of loss, are subject to greater price volatility and are less liquid, especially
during periods of economic uncertainty or change, than higher quality debt securities. Below investment grade
securities also may be more difficult to value.
------------------------------------------------------------------------------------------------------------------------------------
Debt For purposes of the fund's credit quality policies, if a security receives different ratings from nationally
Rating recognized statistical rating organizations, the fund will use the rating chosen by the portfolio manager as most
Considerations representative of the security's credit quality. The ratings of nationally recognized statistical rating
organizations represent their opinions as to the quality of the securities that they under take to rate and may not
accurately describe the risks of the securities. A rating organization may have a conflict of interest with respect
to a security for which it assigns a quality rating. In addition, there may be a delay between a change in the credit
quality of a security or other asset and a change in the quality rating assigned to the security or other asset by a
rating organization. If a rating organization changes the quality rating assigned to one or more of the fund's
portfolio securities, Amundi Pioneer will consider if any action is appropriate in light of the fund's investment
objectives and policies. These ratings are used as criteria for the selection of portfolio securities, in addition to
Amundi Pioneer's own assessment of the credit quality of potential investments.
------------------------------------------------------------------------------------------------------------------------------------
Commodity- Commodities are assets that have tangible proper ties, such as oils, metals, and agricultural products. The fund may
Related gain exposure to commodities through investment in funds, including ETFs, or through commodity-linked notes and other
Investments commodity-linked derivatives. The fund also may invest in securities of issuers in commodity-related industries.
------------------------------------------------------------------------------------------------------------------------------------
Equity and Fixed Income Investments
Non-U.S. The fund may invest in securities of non-U.S. issuers, including securities of emerging markets issuers. Non-U.S.
Investments issuersare issuers that are organized and have their principal offices outside of the United States. Non-U.S.
securities may be issued by non-U.S. governments, banks or corporations, or private issuers, and certain
supranational organizations, such as the World Bank and the European Union. The fund considers emerging market
issuers to include issuers organized under the laws of an emerging market country, issuers with a principal office in
an emerging market country, issuers that derive at least 50% of their gross revenues or profits from goods or
services produced in emerging markets, and emerging market governmental issuers.
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Derivatives The fund may, but is not required to, use futures and options on securities, indices and currencies, forward foreign
currency exchange contracts, swaps and other derivatives. The fund also may enter into credit default swaps, which
can be used to acquire or to transfer the credit risk of a security or index of securities without buying or selling
the security or securities comprising the relevant index. A derivative is a security or instrument whose value is
determined by reference to the value or the change in value of one or more securities, currencies, indices or other
financial instruments. The fund may use derivatives for a variety of purposes, including:
-- In an attempt to hedge against adverse changes in the market prices of securities, interest rates or currency
exchange rates
-- As a substitute for purchasing or selling securities
-- To attempt to increase the fund's return as a non-hedging strategy that may be considered speculative
-- To manage portfolio characteristics (for example, exposure to various market segments)
-- As a cash flow management technique
The fund may choose not to make use of derivatives for a variety of reasons, and any use may be limited by applicable
law and regulations.
13
PRINCIPAL INVESTMENTS
Pioneer Solutions --
Balanced Fund
Pioneer Solutions -- Pioneer Solutions -- Pioneer Solutions -- (Combined Fund,
Conservative Fund Growth Fund Balanced Fund Post-Reorganization)
------------------------------------------------------------------------------------------------------------------------------------
Inverse The fund may invest in inverse floating rate obligations (a type of derivative instrument). The interest rate on inverse
Floating floating rate obligations will generally decrease as short-term interest rates increase, and increase as short-term
Rate rates decrease. Due to their leveraged structure, the sensitivity of the market value of an inverse floating rate
Obligations obligation to changes in interest rates is generally greater than a comparable long-term bond issued by the same issuer
and with similar credit quality, redemption and maturity provisions. Inverse floating rate obligations may be volatile
and involve leverage risk.
------------------------------------------------------------------------------------------------------------------------------------
Cash Normally, the fund invests substantially all of its assets to meet its investment objectives. The fund may invest the
Management remainder of its assets in securities with remaining maturities of less than one year or cash equivalents, or may hold
and cash. For temporary defensive purposes, including during periods of unusual cash flows, the fund may depart from its
Temporary principal investment strategies and invest part or all of its assets in these securities or may hold cash. The fund may
Investments adopt a defensive strategy when the adviser believes securities in which the fund normally invests have special or
unusual risks or are less attractive due to adverse market, economic, political or other conditions. During such
periods, it may be more difficult for the fund to achieve its investment objective.
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Repurchase In a repurchase agreement, the fund purchases securities from a broker/dealer or a bank, called the counterparty, upon
Agreements the agreement of the counterparty to repurchase the securities from the fund at a later date, and at a specified price,
which is typically higher than the purchase price paid by the fund. The securities purchased serve as the fund's
collateral for the obligation of the counterparty to repurchase the securities. If the counterparty does not repurchase
the securities, the fund is entitled to sell the securities, but the fund may not be able to sell them for the price at
which they were purchased, thus causing a loss. Additionally, if the counterparty becomes insolvent, there is some risk
that the fund will not have a right to the securities, or the immediate right to sell the securities.
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Reverse The fund may enter into reverse repurchase agreements pursuant to which the fund transfers securities to a counterparty
Repurchase in return for cash, and the fund agrees to repurchase the securities at a later date and for a higher price. Reverse
Agreements repurchase agreements are treated as borrowings by the fund, are a form of leverage and may make the value of an
and investment in the fund more volatile and increase the risks of investing in the fund. The fund also may borrow money
Borrowing from banks or other lenders for temporary purposes. The fund may borrow up to 33 1/3% of its total assets. Entering into
reverse repurchase agreements and other borrowing transactions may cause the fund to liquidate positions when it may not
be advantageous to do so in order to satisfy its obligations or meet segregation requirements.
------------------------------------------------------------------------------------------------------------------------------------
Short-Term The fund usually does not trade for short-term profits. The fund will sell an investment, however, even if it has only
Trading been held for a short time, if it no longer meets the fund's investment criteria. If the fund does a lot of trading, it
may incur additional operating expenses, which would reduce performance. A higher level of portfolio turnover may also
cause taxable shareowners to incur a higher level of taxable income or capital gains.
------------------------------------------------------------------------------------------------------------------------------------
Fundamental The funds' fundamental investment policies are the same in all material respects.
Investment
Policies
------------------------------------------------------------------------------------------------------------------------------------
Comparison of Principal Risks
The following describe the common risks of investing in an Acquired Fund
and the Acquiring Fund.
You could lose money on your investment in the fund. As with any mutual
fund, there is no guarantee that the fund will achieve its objectives.
Market risk. The market prices of securities held by the fund may go up or
down, sometimes rapidly or unpredictably, due to general market conditions,
such as real or perceived adverse economic, political, or regulatory
conditions, inflation, changes in interest or currency rates, lack of
liquidity in the bond markets or adverse investor sentiment. In the past
several years, financial markets, such as those in the United States,
Europe, Asia and elsewhere, have experienced increased volatility,
depressed valuations, decreased liquidity and heightened uncertainty. These
conditions may continue, recur, worsen or spread. Events that have
contributed to these market conditions include, but are not limited to,
major cybersecurity events; measures to address U.S. federal and state
budget deficits; downgrading of U.S. long-term sovereign debt; declines in
oil and commodity prices; dramatic changes in currency exchange rates; and
public sentiment. The U.S. government and the Federal Reserve, as well as
certain foreign governments and their central banks, have taken steps to
support financial markets. This and other government intervention may not
work as intended, particularly if the efforts are perceived by investors as
being unlikely to achieve the desired results. The Federal Reserve has
reduced its market support activities and has begun raising interest rates.
Certain foreign governments and central banks are implementing or
discussing so-called negative interest rates (e.g., charging depositors who
keep their cash at a bank) to spur economic growth. Further Federal Reserve
or other U.S. or non-U.S. governmental or central bank actions, including
interest rate increases or contrary actions by
14
different governments, could negatively affect financial markets generally,
increase market volatility and reduce the value and liquidity of securities
in which the fund invests. Policy and legislative changes in the U.S. and
in other countries are affecting many aspects of financial regulation, and
may in some instances contribute to decreased liquidity and increased
volatility in the financial markets. The impact of these changes on the
markets, and the practical implications for market participants, may not be
fully known for some time. Economies and financial markets throughout the
world are increasingly interconnected. Economic, financial or political
events, trading and tariff arrangements, terrorism, natural disasters and
other circumstances in one country or region could have profound impacts on
global economies or markets. As a result, whether or not the fund invests
in securities of issuers located in or with significant exposure to the
countries directly affected, the value and liquidity of the fund's
investments may be negatively affected. The fund may experience a
substantial or complete loss on any individual security or derivative
position.
Risk of investment in other funds. Investing in other investment companies,
including ETFs, subjects the fund to the risks of investing in the
underlying securities or assets held by those funds. Each underlying fund
pursues its own investment objectives and strategies and may not achieve
its objectives. When investing in another fund, the fund will bear a pro
rata portion of the underlying fund's expenses, in addition to its own
expenses. Consequently, an investment in the fund entails more direct and
indirect expenses than a direct investment in the underlying funds.
Underlying funds may themselves invest in other investment companies. The
adviser may be subject to potential conflicts of interest in selecting
underlying funds because the management fees paid to it by some affiliated
underlying funds are higher than the fees paid by other affiliated and
unaffiliated underlying funds. ETFs are bought and sold based on market
prices and can trade at a premium or a discount to the ETF's net asset
value. Mutual funds and ETFs that invest in commodities may be subject to
regulatory trading limits that could affect the value of their securities.
The underlying funds will not necessarily make consistent investment
decisions, which may also increase your costs. One underlying fund may buy
the same security that another underlying fund is selling. You would
indirectly bear the costs of both trades without achieving any investment
purpose. These transactions may also generate taxable gains. If you are a
taxable shareholder, you may receive taxable distributions consisting of
gains from transactions by the underlying funds as well as gains from the
fund's transactions in shares of the underlying funds.
Furthermore, Amundi Pioneer manages many of the underlying funds. Because
the portfolio management teams of each of the affiliated underlying funds
may draw upon the resources of the same equity and fixed income analyst
team or may share common investment management styles or approaches, the
underlying funds may hold many common portfolio positions, reducing the
diversification benefits of an asset allocation style.
Portfolio selection risk. The adviser's evaluation of asset classes and
market sectors in developing an allocation model, and its selection and
weighting of underlying funds, securities or other investments within the
allocation model, may prove to be incorrect. To the extent that the fund
invests a significant percentage of its assets in any one underlying fund,
the fund will be subject to a greater degree to the risks particular to
that underlying fund, and may experience greater volatility as a result. An
underlying fund adviser's judgment about the attractiveness, relative value
or potential appreciation of an equity security, or about the quality,
relative yield or relative value of a fixed income security, or about a
particular sector, region or market segment, or about an investment
strategy, or about interest rates, may prove to be incorrect.
Market segment risk. To the extent the fund emphasizes, from time to time,
investments in a market segment, the fund will be subject to a greater
degree to the risks particular to that segment, and may experience greater
market fluctuation, than a fund without the same focus. For example,
industries in the financial segment, such as banks, insurance companies,
broker-dealers and real estate investment trusts ("REITs"), may be
sensitive to changes in interest rates and general economic activity and
are generally subject to extensive government regulation.
Equity securities risk. Equity securities are subject to the risk that
stock prices may rise and fall in periodic cycles and may perform poorly
relative to other investments. This risk may be greater in the short term.
Equity securities represent an ownership interest in an issuer, rank junior
in a company's capital structure to debt securities and consequently may
entail greater risk of loss than fixed income securities. Following is
additional information regarding the risks of investing in equity
securities.
Value style risk. The prices of securities the adviser believes are
undervalued may not appreciate as expected or may go down. Value stocks may
fall out of favor with investors and underperform the overall equity
market.
Growth style risk. The fund's investments may not have the growth potential
originally expected. Growth stocks may fall out of favor with investors and
underperform the overall equity market.
15
Small and mid-size companies risk. Compared to large companies, small- and
mid-size companies, and the market for their equity securities, may be more
sensitive to changes in earnings results and investor expectations, have
more limited product lines and capital resources, experience sharper swings
in market values, have limited liquidity, be harder to value or to sell at
the times and prices the adviser thinks appropriate, and offer greater
potential for gain and loss.
Risks of investments in real-estate related securities. The fund has risks
associated with the real estate industry. Although the fund does not invest
directly in real estate, it may invest in REITs and other equity securities
of real estate industry issuers. These risks may include:
o The U.S. or a local real estate market declines due to adverse
economic conditions, foreclosures, overbuilding and high vacancy
rates, reduced or regulated rents or other causes
o Interest rates go up. Rising interest rates can adversely affect the
availability and cost of financing for property acquisitions and other
purposes and reduce the value of a REIT's fixed income investments
o The values of proper ties owned by a REIT or the prospects of other
real estate industry issuers may be hurt by property tax increases,
zoning changes, other governmental actions, environmental liabilities,
natural disasters or increased operating expenses
o A REIT in the fund's portfolio is, or is perceived by the market to
be, poorly managed
o If the fund's real estate related investments are concentrated in one
geographic area or property type, the fund will be particularly
subject to the risks associated with that area or property type
REITs can generally be classified as equity REITs, mortgage REITs or hybrid
REITs. Equity REITs invest primarily in real property and derive income
mainly from the collection of rents. They may also realize gains or losses
from the sale of proper ties. Equity REITs will be affected by conditions
in the real estate rental market and by changes in the value of the proper
ties they own. Mortgage REITs invest primarily in mortgages and similar
real estate interests and derive income primarily from interest payments.
Mortgage REITs will be affected by changes in creditworthiness of borrowers
and changes in interest rates. Mortgage REITs are subject to the risks of
default of the mortgages or mortgage-related securities in which they
invest, and REITs that invest in so-called "sub-prime" mortgages are
particularly subject to this risk. Hybrid REITs invest both in real
property and in mortgages.
Investing in REITs involves certain unique risks. REITs are dependent on
management skills, are not diversified and are subject to the risks of
financing projects. REITs are typically invested in a limited number of
projects or in a particular market segment or geographic region, and
therefore are more susceptible to adverse developments affecting a single
project, market segment or geographic region than more broadly diversified
investments. REITs are subject to heavy cash flow dependency, defaults by
mortgagors or other borrowers and tenants, self-liquidation and the
possibility of failing to qualify for certain tax and regulatory
exemptions. REITs may have limited financial resources and may experience
sharper swings in market values and trade less frequently and in a more
limited volume than securities of larger issuers. In addition to its own
expenses, the fund will indirectly bear its proportionate share of any
management and other expenses paid by REITs in which it invests.
Many real estate companies, including REITs, utilize leverage (and some may
be highly leveraged), which increases investment risk and could adversely
affect a real estate company's operations and market value. Mortgage REITs
tend to be more leveraged than equity REITs. In addition, many mortgage
REITs manage their interest rate and credit risks through the use of
derivatives and other hedging techniques. In addition, capital to pay or
refinance a REIT's debt may not be available or reasonably priced.
Financial covenants related to real estate company leveraging may affect
the company's ability to operate effectively.
Risks of convertible securities. Convertible securities generally offer
lower interest or dividend yields than non-convertible securities of
similar quality. As with all fixed income securities, the market values of
convertible securities tend to decline as interest rates increase and,
conversely, to increase as interest rates decline. However, when the market
price of the common stock underlying a convertible security approaches or
exceeds the conversion price, the convertible security tends to reflect the
market price of the underlying common stock. As the market price of the
underlying common stock declines, the convertible security tends to trade
increasingly on a yield basis and thus may not decline in price to the same
extent as the underlying common stock. Convertible securities rank senior
to common stocks in an issuer's capital structure and consequently entail
less risk than the issuer's common stock. The value of a synthetic
convertible security will respond differently to market fluctuations than a
traditional convertible security because a synthetic convertible security
is composed of two or more separate securities or instruments, each with
its own market value. If the value of the underlying common stock or the
level of the index involved in the convertible component falls below the
exercise price of the warrant or option, the warrant or option may lose all
value.
16
Preferred stocks risk. Preferred stocks may pay fixed or adjustable rates
of return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's
preferred stocks generally pay dividends only after the company makes
required payments to holders of its bonds and other debt. Thus, the value
of preferred stocks will usually react more strongly than bonds and other
debt to actual or perceived changes in the company's financial condition or
prospects. The market value of preferred stocks generally decreases when
interest rates rise. Preferred stocks of smaller companies may be more
vulnerable to adverse developments than preferred stocks of larger
companies.
Risks of warrants and rights. Warrants and rights give the fund the right
to buy stock. A warrant specifies the amount of underlying stock, the
purchase (or "exercise") price, and the date the warrant expires. The fund
has no obligation to exercise the warrant and buy the stock. A warrant has
value only if the fund is able to exercise it or sell it before it expires.
If the price of the underlying stock does not rise above the exercise price
before the warrant expires, the warrant generally expires without any value
and the fund loses any amount it paid for the warrant. Thus, investments in
warrants may involve substantially more risk than investments in common
stock. Warrants may trade in the same markets as their underlying stock;
however, the price of the warrant does not necessarily move with the price
of the underlying stock.
The fund may purchase securities pursuant to the exercise of subscription
rights, which allow an issuer's existing shareholders to purchase
additional common stock at a price substantially below the market price of
the shares. The failure to exercise subscription rights to purchase common
stock would result in the dilution of the fund's interest in the issuing
company. The market for such rights is not well developed and, accordingly,
the fund may not always realize full value on the sale of rights.
Risks of initial public offerings. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects
for future profitability are uncertain. Information about the companies may
be available for very limited periods. The market for IPO issuers has been
volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public
companies may decline shortly after the IPO. There is no assurance that the
fund will have access to IPOs. The purchase of IPO shares may involve high
transaction costs. Because of the price volatility of IPO shares, the fund
may choose to hold IPO shares for a very short period of time. This may
increase the turnover of the portfolio and may lead to increased expenses
to the fund, such as commissions and transaction costs. The market for IPO
shares can be speculative and/or inactive for extended periods of time.
There may be only a limited number of shares available for trading. The
limited number of shares available for trading in some IPOs may also make
it more difficult for the fund to buy or sell significant amounts of shares
without an unfavorable impact on prevailing prices.
Debt securities risk. Factors that could contribute to a decline in the
market value of debt securities in the fund include rising interest rates,
if the issuer or other obligor of a security held by the fund fails to pay
principal and/or interest, otherwise defaults or has its credit rating
downgraded or is perceived to be less creditworthy or the credit quality or
value of any underlying assets declines. Junk bonds involve greater risk of
loss, are subject to greater price volatility and are less liquid,
especially during periods of economic uncertainty or change, than higher
quality debt securities; they may also be more difficult to value. Junk
bonds have a higher risk of default or are already in default and are
considered speculative.
Interest rate risk. The market prices of securities may fluctuate
significantly when interest rates change. When interest rates rise, the
value of fixed income securities and therefore the value of your investment
in the fund, generally falls. For example, if interest rates increase by
1%, the value of a fund's portfolio with a portfolio duration of ten years
would be expected to decrease by 10%, all other things being equal.
Interest rates have been historically low, so the fund faces a heightened
risk that interest rates may rise. A general rise in interest rates may
cause investors to move out of fixed income securities on a large scale,
which could adversely affect the price and liquidity of fixed income
securities and could also result in increased redemptions from the fund. A
change in interest rates will not have the same impact on all fixed income
securities. Generally, the longer the maturity or duration of a fixed
income security, the greater the impact of a rise in interest rates on the
security's value. The maturity of a security may be significantly longer
than its effective duration. A security's maturity may be more relevant
than its effective duration in determining the security's sensitivity to
other factors such as changes in credit quality or in the yield premium
that the market may establish for certain types of securities. Calculations
of duration and maturity may be based on estimates and may not reliably
predict a security's price sensitivity to changes in interest rates.
Moreover, securities can change in value in response to other factors, such
as credit risk. In addition, different interest rate measures (such as
short- and long-term interest rates and U.S. and foreign interest rates),
or interest rates on different types of securities or securities of
different issuers, may not necessarily change in the same amount or in the
same direction. When interest rates go down, the income received by the
fund, and the fund's yield, may decline. Also, when interest rates decline,
investments made by the fund may pay a lower interest rate, which would
reduce the income received and distributed by the fund.
17
Certain fixed income securities pay interest at variable or floating rates.
Variable rate securities tend to reset at specified intervals, while
floating rate securities may reset whenever there is a change in a
specified index rate. In most cases, these reset provisions reduce the
impact of changes in market interest rates on the value of the security.
However, some securities do not track the underlying index directly, but
reset based on formulas that may produce a leveraging effect; others may
also provide for interest payments that vary inversely with market rates.
The market prices of these securities may fluctuate significantly when
interest rates change. Yield generated by the fund may decline due to a
decrease in market interest rates.
Credit risk. If an obligor (such as the issuer itself or a party offering
credit enhancement) for a security held by the fund fails to pay, otherwise
defaults, is perceived to be less creditworthy, becomes insolvent or files
for bankruptcy, a security's credit rating is downgraded or the credit
quality or value of an underlying asset declines, the value of your
investment could decline. If the fund enters into financial contracts (such
as certain derivatives, repurchase agreements, reverse repurchase
agreements, and when-issued, delayed delivery and forward commitment
transactions), the fund will be subject to the credit risk presented by the
counterparty. In addition, the fund may incur expenses in an effort to
protect the fund's interests or to enforce its rights. Credit risk is
broadly gauged by the credit ratings of the securities in which the fund
invests. However, ratings are only the opinions of the companies issuing
them and are not guarantees as to quality. Securities rated in the lowest
category of investment grade (Baa/BBB) may possess certain speculative
characteristics.
Prepayment or call risk. Many fixed income securities give the issuer the
option to prepay or call the security prior to its maturity date. Issuers
often exercise this right when interest rates fall. Accordingly, if the
fund holds a fixed income security that can be prepaid or called prior to
its maturity date, it will not benefit fully from the increase in value
that other fixed income securities generally experience when interest rates
fall. Upon prepayment of the security, the fund also would be forced to
reinvest the proceeds at then current yields, which would be lower than the
yield of the security that was prepaid or called. In addition, if the fund
purchases a fixed income security at a premium (at a price that exceeds its
stated par or principal value), the fund may lose the amount of the premium
paid in the event of prepayment.
Extension risk. During periods of rising interest rates, the average life
of certain types of securities may be extended because of slower than
expected principal payments. This may lock in a below market interest rate,
increase the security's duration (the estimated period until the security
is paid in full) and reduce the value of the security. To the extent the
fund invests significantly in mortgage-related and asset-backed securities,
its exposure to extension risks may be greater than if it invested in other
fixed income securities.
Liquidity risk. Liquidity risk is the risk that particular investments, or
investments generally, may be impossible or difficult to purchase or sell.
Although most of the fund's securities and other investments must be liquid
at the time of investment, securities and other investments may become
illiquid after purchase by the fund, particularly during periods of market
turmoil. Liquidity and value of investments can deteriorate rapidly.
Markets may become illiquid when, for instance, there are few, if any,
interested buyers and sellers or when dealers are unwilling to make a
market for certain securities or when dealer market-making capacity is
otherwise reduced, and this is more likely to occur as a result of the
reduction of market support activity by the Federal Reserve. A lack of
liquidity or other adverse credit market conditions may affect the fund's
ability to sell the securities in which it invests or to find and purchase
suitable investments. These illiquid investments may also be difficult to
value, especially in changing markets. If the fund is forced to sell or
unwind an illiquid investment to meet redemption requests or for other cash
needs, the fund may suffer a loss. The fund may experience heavy
redemptions that could cause the fund to liquidate its assets at
inopportune times or at a loss or depressed value, which could cause the
value of your investment to decline. In addition, when there is illiquidity
in the market for certain securities and other investments, the fund, due
to limitations on investments in illiquid securities, may be unable to
achieve its desired level of exposure to a certain sector. Further, certain
securities, once sold, may not settle for an extended period (for example,
several weeks or even longer). The fund will not receive its sales proceeds
until that time, which may constrain the fund's ability to meet its
obligations (including obligations to redeeming shareholders). Liquidity
risk may be magnified in a rising interest rate environment in which
investor redemptions from fixed income mutual funds may be higher than
normal. If an auction fails for an auction rate security, there may be no
secondary market for the security and the fund may be forced to hold the
security until the security is refinanced by the issuer or a secondary
market develops. To the extent the fund holds a material percentage of the
outstanding debt securities of an issuer, this practice may impact
adversely the liquidity and market value of those investments.
U.S. treasury obligations risk. The market value of direct obligations of
the U.S. Treasury may vary due to changes in interest rates. In addition,
changes to the financial condition or credit rating of the U.S. government
may cause the value of the fund's investments in obligations issued by the
U.S. Treasury to decline.
U.S. government agency obligations risk. The fund invests in obligations
issued by agencies and instrumentalities of the U.S. government.
Government-sponsored entities such as FNMA, FHLMC and the FHLBs, although
chartered or sponsored by Congress, are not funded by congressional
appropriations and the debt and mortgage-backed securities issued by them
are neither guaranteed
18
nor issued by the U.S. government. The maximum potential liability of the
issuers of some U.S. government obligations may greatly exceed their
current resources, including any legal right to support from the U.S.
government. Such debt and mortgage-backed securities are subject to the
risk of default on the payment of interest and/or principal, similar to
debt of private issuers. Although the U.S. government has provided
financial support to FNMA and FHLMC in the past, there can be no assurance
that it will support these or other government-sponsored entities in the
future.
Mortgage-related and asset-backed securities risk. The repayment of certain
mortgage-backed and asset-backed securities depends primarily on the cash
collections received from the issuer's underlying asset portfolio and, in
certain cases, the issuer's ability to issue replacement securities. As a
result, there could be losses to the fund in the event of credit or market
value deterioration in the issuer's underlying portfolio, mismatches in the
timing of the cash flows of the underlying asset interests and the
repayment obligations of maturing securities, or the issuer's inability to
issue new or replacement securities. Mortgage-backed securities tend to be
more sensitive to changes in interest rate than other types of debt
securities. These securities are also subject to prepayment and extension
risks. Upon the occurrence of certain triggering events or defaults, the
fund may become the holder of underlying assets at a time when those assets
may be difficult to sell or may be sold only at a loss. In the event of a
default, the value of the underlying collateral may be insufficient to pay
certain expenses, such as litigation and foreclosure expenses, and
inadequate to pay any principal or unpaid interest. Privately issued
mortgage-backed and asset-backed securities are not traded on an exchange
and may have a limited market. Without an active trading market, these
securities may be particularly difficult to value given the complexities in
valuing the underlying collateral.
Certain mortgage-backed and asset-backed securities may pay principal only
at maturity or may represent only the right to receive payments of
principal or interest on the underlying obligations, but not both. The
value of these types of instruments may change more drastically than debt
securities that pay both principal and interest during periods of changing
interest rates. Principal only instruments generally increase in value if
interest rates decline, but are also subject to the risk of prepayment.
Interest only instruments generally increase in value in a rising interest
rate environment when fewer of the underlying obligations are prepaid.
Interest only instruments could lose their entire value in a declining
interest rate environment if the underlying obligations are prepaid.
Unlike mortgage-related securities issued or guaranteed by the U.S.
government or its agencies and instrumentalities, mortgage-related
securities issued by private issuers do not have a government or
government-sponsored entity guarantee (but may have other credit
enhancement), and may, and frequently do, have less favorable collateral,
credit risk or other characteristics. The fund may invest in other
mortgage-related securities, including mortgage derivatives and structured
securities. These securities typically are not secured by real proper ty.
Because these securities have embedded leverage features, small changes in
interest or prepayment rates may cause large and sudden price movements.
These securities also can become illiquid and difficult to value in
volatile or declining markets.
Mortgage-backed securities are particularly susceptible to prepayment and
extension risks, because prepayments on the underlying mortgages tend to
increase when interest rates fall and decrease when interest rates rise.
Prepayments may also occur on a scheduled basis or due to foreclosure. When
market interest rates increase, mortgage refinancings and prepayments slow,
which lengthens the effective duration of these securities. As a result,
the negative effect of the interest rate increase on the market value of
mortgage-backed securities is usually more pronounced than it is for other
types of fixed income securities, potentially increasing the volatility of
the fund. Conversely, when market interest rates decline, while the value
of mortgage-backed securities may increase, the rates of prepayment of the
underlying mortgages tend to increase, which shortens the effective
duration of these securities. Mortgage-backed securities are also subject
to the risk that the underlying borrowers will be unable to meet their
obligations.
At times, some of the mortgage-backed securities in which the fund may
invest will have higher than market interest rates and therefore will be
purchased at a premium above their par value. Prepayments may cause losses
on securities purchased at a premium.
The value of mortgage-backed and asset-backed securities may be affected by
changes in credit quality or value of the mortgage loans or other assets
that support the securities. In addition, for mortgage-backed securities,
when market conditions result in an increase in the default rates on the
underlying mortgages and the foreclosure values of the underlying real
estate are below the outstanding amount of the underlying mortgages,
collection of the full amount of accrued interest and principal on these
investments may be less likely.
The fund may invest in CMOs. Principal prepayments on the underlying
mortgage loans may cause a CMO to be retired substantially earlier than its
stated maturity or final distribution date. If there are defaults on the
underlying mortgage loans, the fund will be less likely to receive payments
of principal and interest, and will be more likely to suffer a loss. This
risk may be increased to the extent the underlying mortgages include
sub-prime mortgages. As market conditions change, and particularly during
periods of rapid or
19
unanticipated changes in market interest rates, the attractiveness of a CMO
class and the ability of the structure to provide the anticipated
investment characteristics may be significantly reduced. Such changes can
result in volatility in the market value, and in some instances reduced
liquidity, of a CMO class.
Asset-backed securities are structured like mortgage-backed securities and
are subject to many of the same risks. The ability of an issuer of
asset-backed securities to enforce its security interest in the underlying
asset or to otherwise recover from the underlying obligor may be limited.
Certain asset-backed securities present a heightened level of risk because,
in the event of default, the liquidation value of the underlying assets may
be inadequate to pay any unpaid principal or interest.
Risks of instruments that allow for balloon payments or negative
amortization payments. Certain debt instruments allow for balloon payments
or negative amortization payments. Such instruments permit the borrower to
avoid paying currently a portion of the interest accruing on the
instrument. While these features make the debt instrument more affordable
to the borrower in the near term, they increase the risk that the borrower
will be unable to make the resulting higher payment or payments that become
due at the maturity of the loan.
High yield or "junk" bond risk. Debt securities that are below investment
grade, called "junk bonds," are speculative, have a higher risk of default
or are already in default, tend to be less liquid and are more difficult to
value than higher grade securities and may involve major risk of exposure
to adverse conditions and negative sentiments. These securities have a
higher risk of issuer default because, among other reasons, issuers of junk
bonds often have more debt in relation to total capitalization than issuers
of investment grade securities. Junk bonds tend to be volatile and more
susceptible to adverse events and negative sentiments. These risks are more
pronounced for securities that are already in default. Changes in economic
conditions or developments regarding the individual issuer are more likely
to cause price volatility and weaken the capacity of such securities to
make principal and interest payments than is the case for higher grade debt
securities. The value of lower-quality debt securities often fluctuates in
response to company, political, or economic developments and can decline
significantly over short as well as long periods of time or during periods
of general or regional economic difficulty. Junk bonds may also be less
liquid than higher-rated securities, which means that the fund may have
difficulty selling them at times, and it may have to apply a greater degree
of judgment in establishing a price for purposes of valuing fund shares.
Junk bonds generally are issued by less creditworthy issuers. Issuers of
junk bonds may have a larger amount of outstanding debt relative to their
assets than issuers of investment grade bonds. In the event of an issuer's
bankruptcy, claims of other creditors may have priority over the claims of
junk bond holders, leaving few or no assets available to repay junk bond
holders. The fund may incur expenses to the extent necessary to seek
recovery upon default or to negotiate new terms with a defaulting issuer.
Junk bonds frequently have redemption features that permit an issuer to
repurchase the security from the fund before it matures. If the issuer
redeems junk bonds, the fund may have to invest the proceeds in bonds with
lower yields and may lose income.
Risks of investing in floating rate loans. Floating rate loans and similar
investments may be illiquid or less liquid than other investments and
difficult to value. The value of collateral, if any, securing a floating
rate loan can decline or may be insufficient to meet the issuer's
obligations or may be difficult to liquidate. In the event of a default,
the fund may have difficulty collecting on any collateral and would not
have the ability to collect on any collateral for an uncollateralized loan.
Further, the fund's access to collateral, if any, may be limited by
bankruptcy law. Market quotations for these securities may be volatile
and/or subject to large spreads between bid and ask prices. No active
trading market may exist for many floating rate loans, and many loans are
subject to restrictions on resale. Any secondary market may be subject to
irregular trading activity and extended trade settlement periods. In
particular, loans may take longer than seven days to settle, potentially
leading to the sale proceeds of loans not being available to meet
redemptions for a substantial period of time after the sale of the loans.
To the extent that sale proceeds of loans are not available, the fund may
sell securities that have shorter settlement periods or may access other
sources of liquidity to meet redemption requests. An economic downturn
generally leads to a higher non-payment rate, and a loan may lose
significant value before a default occurs. There is less readily available,
reliable information about most floating rate loans than is the case for
many other types of securities. Normally, Pioneer will seek to avoid
receiving material, non-public information about the issuer of a loan
either held by, or considered for investment by, the fund, and this
decision could adversely affect the fund's investment performance. Loans
may not be considered "securities," and purchasers, such as the fund,
therefore may not be entitled to rely on the anti-fraud protections
afforded by federal securities laws.
Risks of investing in insurance-linked securities. The return of principal
and the payment of interest on "event-linked" bonds and other
insurance-linked securities are contingent on the non-occurrence of a
pre-defined "trigger" event, such as a hurricane or an earthquake of a
specific magnitude or other event that leads to physical or economic loss.
If a trigger event, as defined within the terms of an event-linked bond,
involves losses or other metrics exceeding a specific magnitude in the
geographic region and time period specified, the fund may lose a portion or
all of its accrued interest and/or principal invested in the event-linked
bond. In addition to the specified trigger events, event-linked bonds may
expose the fund to other risks, including but not limited to issuer
20
(credit) default, adverse regulatory or jurisdictional interpretations and
adverse tax consequences. Event-linked bonds are also subject to the risk
that the model used to calculate the probability of a trigger event was not
accurate and underestimated the likelihood of a trigger event.
Insurance-linked securities may provide for extensions of maturity in order
to process and audit loss claims in those cases when a trigger event has,
or possibly has, occurred. Upon the occurrence or possible occurrence of a
trigger event, and until the completion of the processing and auditing of
applicable loss claims, the fund's investment in an event-linked bond or
other insurance-linked security may be priced using fair value methods.
Lack of a liquid market may impose the risk of higher transaction costs and
the possibility that the fund may be forced to liquidate positions when it
would not be advantageous to do so. Certain insurance-linked securities
represent interests in baskets of underlying reinsurance contracts. The
fund has limited transparency into the individual contracts underlying such
securities and therefore must rely on the risk assessment and sound
underwriting practices of the issuer. Certain insurance-linked securities
may be difficult to value.
Risks of subordinated securities. A holder of securities that are
subordinated or "junior" to more senior securities of an issuer is entitled
to payment after holders of more senior securities of the issuer.
Subordinated securities are more likely to suffer a credit loss than
non-subordinated securities of the same issuer, any loss incurred by the
subordinated securities is likely to be proportionately greater, and any
recovery of interest or principal may take more time. As a result, even a
perceived decline in creditworthiness of the issuer is likely to have a
greater impact on subordinated securities.
Inflation-linked security risk. Unlike a conventional bond, whose issuer
makes regular fixed interest payments and repays the face value of the bond
at maturity, an inflation-indexed security provides principal payments and
interest payments, both of which are adjusted over time to reflect a rise
(inflation) or a drop (deflation) in the general price level. The inflation
index generally used is a non-seasonally adjusted index, which is not
statistically smoothed to overcome highs and lows observed at different
points each year. The use of a non-seasonally adjusted index can cause the
fund's income level to fluctuate. As inflationary expectations increase,
inflation-linked securities will become more attractive, because they
protect future interest payments against inflation. Conversely, as
inflationary concerns decrease, inflation-linked securities will become
less attractive and less valuable. The inflation index used may not
accurately measure the real rate of inflation. Inflation-linked securities
may lose value or interest payments on such securities may decline in the
event that the actual rate of inflation is different than the rate of the
inflation index, and losses may exceed those experienced by other debt
securities with similar durations. The values of inflation-linked
securities may not be directly correlated to changes in interest rates, for
example if interest rates rise for reasons other than inflation.
Risks of zero-coupon bonds, payment in kind, deferred and contingent
payment securities. Zero coupon bonds (which do not pay interest until
maturity) and payment in kind securities (which pay interest in the form of
additional securities) may be more speculative and may fluctuate more in
value than securities which pay income periodically and in cash. These
securities are more likely to respond to changes in interest rates than
interest-bearing securities having similar maturities and credit quality.
These securities are more sensitive to the credit quality of the underlying
issuer. Payment in kind securities may be difficult to value because their
continuing accruals require judgments about the collectability of the
deferred payments and the value of any collateral. Deferred interest
securities are obligations that generally provide for a period of delay
before the regular payment of interest begins and are issued at a
significant discount from face value. The interest rate on contingent
payment securities is determined by the outcome of an event, such as the
performance of a financial index. If the financial index does not increase
by a prescribed amount, the fund may receive no interest.
Unlike bonds that pay interest throughout the period to maturity, the fund
generally will realize no cash until maturity and, if the issuer defaults,
the fund may obtain no return at all on its investment. In addition,
although the fund receives no periodic cash payments on such securities,
the fund is deemed for tax purposes to receive income from such securities,
which applicable tax rules require the fund to distribute to shareholders.
Such distributions may be taxable when distributed to shareholders and, in
addition, could reduce the fund's reserve position and require the fund to
sell securities and incur a gain or loss at a time it may not otherwise
want in order to provide the cash necessary for these distributions.
Risks of non-U.S. investments. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve
unique risks compared to investing in securities of U.S. issuers. These
risks are more pronounced for issuers in emerging markets or to the extent
that the fund invests significantly in one region or country. These risks
may include:
o Less information about non-U.S. issuers or markets may be available
due to less rigorous disclosure or accounting standards or regulatory
practices
o Many non-U.S. markets are smaller, less liquid and more volatile. In a
changing market, the adviser may not be able to sell the fund's
securities at times, in amounts and at prices it considers reasonable
21
o Adverse effect of currency exchange rates or controls on the value of
the fund's investments, or its ability to convert non-U.S. currencies
to U.S. dollars
o The economies of non-U.S. countries may grow at slower rates than
expected or may experience a downturn or recession
o Economic, political, regulatory and social developments may adversely
affect the securities markets
o It may be difficult for the fund to pursue claims or enforce judgments
against a foreign bank, depository or issuer of a security, or any of
their agents, in the courts of a foreign country
o Withholding and other non-U.S. taxes may decrease the fund's return.
The value of the fund's foreign investments also may be affected by
U.S. tax considerations and restrictions in receiving investment
proceeds from a foreign country
o Some markets in which the fund may invest are located in parts of the
world that have historically been prone to natural disasters that
could result in a significant adverse impact on the economies of those
countries and investments made in those countries
o It is often more expensive for the fund to buy, sell and hold
securities in certain foreign markets than in the United States
o A governmental entity may delay, or refuse or be unable to pay,
interest or principal on its sovereign debt due to cash flow problems,
insufficient foreign currency reserves, political considerations, the
relative size of the governmental entity's debt position in relation
to the economy or the failure to put in place economic reforms
o Investing in depositary receipts is subject to many of the same risks
as investing directly in non-U.S. issuers. Depositary receipts may
involve higher expenses and may trade at a discount (or premium) to
the underlying security. In addition, depositary receipts may not pass
through voting and other shareholder rights, and may be less liquid
than the underlying securities listed on an exchange
o A number of countries in the European Union (EU) have experienced, and
may continue to experience, severe economic and financial
difficulties. Additional EU member countries may also fall subject to
such difficulties. A number of countries in Europe have suffered
terror attacks, and additional attacks may occur in the future. In
addition, voters in the United Kingdom have approved withdrawal from
the EU. Other countries may seek to withdraw from the EU and/or
abandon the euro, the common currency of the EU. These events could
negatively affect the value and liquidity of the fund's investments,
particularly in euro- denominated securities and derivative contracts,
securities of issuers located in the EU or with significant exposure
to EU issuers or countries
Additional risks of investing in emerging markets include:
o The extent of economic development, political stability, market depth,
infrastructure, capitalization and regulatory oversight can be less
than in more developed markets
o Emerging market countries may experience rising interest rates, or,
more significantly, rapid inflation or hyperinflation
o The fund could experience a loss from settlement and custody practices
in some emerging markets
o The possibility that a counterparty may not complete a currency or
securities transaction
o Low trading volumes may result in a lack of liquidity and in extreme
price volatility
o Current and any future sanctions or other government actions against
Russia could negatively impact the fund's investments in securities
issued by Russian issuers or economically tied to Russian markets
o China and other developing market Asia-Pacific countries may be
subject to considerable degrees of economic, political and social
instability
Currency risk. Because the fund may invest in non-U.S. currencies,
securities denominated in non-U.S. currencies, and other currency-related
investments, the fund is subject to currency risk, meaning that the fund
could experience losses based on changes in the exchange rate between
non-U.S. currencies and the U.S. dollar or as a result of currency
conversion costs. Currency exchange rates can be volatile, and are affected
by factors such as general economic conditions, the actions of the U.S. and
foreign governments or central banks, the imposition of currency controls
and speculation.
Forward foreign currency transactions risk. To the extent that the fund
enters into forward foreign currency transactions, it may not fully benefit
from or may lose money on the transactions if changes in currency rates do
not occur as anticipated or do not correspond accurately to changes in the
value of the fund's holdings, or if the counterparty defaults. Such
transactions may also prevent the
22
fund from realizing profits on favorable movements in exchange rates. Risk
of counterparty default is greater for counterparties located in emerging
markets. The fund's ability to use forward foreign currency transactions
successfully depends on a number of factors, including the forward foreign
currency transactions being available at prices that are not too costly,
the availability of liquid markets, and Pioneer's judgment regarding the
direction of changes in currency exchange rates.
Commodity investments risk. Certain underlying funds may invest directly or
indirectly in commodities. Exposure to the commodities markets may subject
the fund to greater volatility than investments in other securities. The
value of commodity-linked notes and other commodity-linked derivatives may
be affected by changes in overall market movements, commodity index
volatility, changes in interest rates, or factors affecting a particular
industry or commodity, such as drought, floods, weather, livestock disease,
embargoes, tariffs and international economic, political and regulatory
developments. The prices of energy, industrial metals, precious metals,
agriculture and livestock sector commodities may fluctuate widely and
rapidly due to factors such as changes in value, supply and demand and
governmental regulatory policies. Commodity-related investments may be more
volatile and less liquid than the underlying commodities, instruments or
measures, which may make it difficult for such investments to be sold at a
price acceptable to the adviser or to accurately value them.
Commodity-related investments are subject to the credit risks associated
with the issuer, and their values may decline substantially if the issuer's
creditworthiness deteriorates. As a result, returns of commodity-linked
investments may deviate significantly from the return of the underlying
commodity, instruments or measures. The portfolio may receive lower
interest payments (or not receive any of the interest due) on an investment
in a commodity-linked note if there is a loss of value of the underlying
investment. Further, to the extent that the amount of principal to be
repaid upon maturity is limited to the value of a particular commodity,
commodity index or other economic variable, the portfolio might not receive
a portion (or any) of the principal at maturity of the investment or upon
earlier exchange.
Derivatives risk. Using swaps, futures and other derivatives exposes the
fund to special risks and costs and may result in losses to the fund, even
when used for hedging purposes.
Using derivatives can increase losses and reduce opportunities for gain
when market prices, interest rates or currencies, or the derivative
instruments themselves, behave in a way not anticipated by the fund,
especially in abnormal market conditions. Using derivatives can have a
leveraging effect (which may increase investment losses) and increase the
fund's volatility, which is the degree to which the fund's share price may
fluctuate within a short time period. Certain derivatives have the
potential for unlimited loss, regardless of the size of the fund's initial
investment. If changes in a derivative's value do not correspond to changes
in the value of the fund's other investments or do not correlate well with
the underlying assets, rate or index, the fund may not fully benefit from,
or could lose money on, or could experience unusually high expenses as a
result of, the derivative position. The other parties to certain derivative
transactions present the same types of credit risk as issuers of fixed
income securities. Derivatives also tend to involve greater liquidity risk
and they may be difficult to value. The fund may be unable to terminate or
sell its derivative positions. In fact, many over-the-counter derivatives
will not have liquidity beyond the counterparty to the instrument. Use of
derivatives or similar instruments may have different tax consequences for
the fund than an investment in the underlying security, and those
differences may affect the amount, timing and character of income
distributed to shareholders. The fund's use of derivatives may also
increase the amount of taxes payable by shareholders. Risks associated with
the use of derivatives are magnified to the extent that an increased
portion of the fund's assets are committed to derivatives in general or are
invested in just one or a few types of derivatives.
Investments by the fund in structured securities, a type of derivative,
raise certain tax, legal, regulatory and accounting issues that may not be
presented by direct investments in securities. These issues could be
resolved in a manner that could hurt the performance of the fund.
Swap agreements and options to enter into swap agreements ("swaptions")
tend to shift the fund's investment exposure from one type of investment to
another. For example, the fund may enter into interest rate swaps, which
involve the exchange of interest payments by the fund with another party,
such as the exchange of floating rate payments for fixed interest payments
with respect to a notional amount of principal. If an interest rate swap
intended to be used as a hedge negates a favorable interest rate movement,
the investment performance of the fund would be less than it would have
been if the fund had not entered into the interest rate swap.
The U.S. government and foreign governments are in the process of adopting
and implementing regulations governing derivative markets, including
mandatory clearing of certain derivatives, margin and reporting
requirements. The ultimate impact of the regulations remains unclear.
Additional regulation of derivatives may make derivatives more costly, may
limit their availability or utility or otherwise adversely affect their
performance, or may disrupt markets. The fund may be exposed to additional
risks as a result of the additional regulations. The extent and impact of
the regulations are not yet fully known and may not be for some time. In
addition, the SEC has proposed a new rule that would change the regulation
of the use of derivatives by registered investment companies, such as the
fund. If the proposed rule takes effect, it could limit the ability of the
fund to invest in derivatives.
23
The fund will be required to maintain its positions with a clearing
organization through one or more clearing brokers. The clearing
organization will require the fund to post margin and the broker may
require the fund to post additional margin to secure the fund's
obligations. The amount of margin required may change from time to time. In
addition, cleared transactions may be more expensive to maintain than
over-the-counter transactions and may require the fund to deposit larger
amounts of margin. The fund may not be able to recover margin amounts if
the broker has financial difficulties. Also, the broker may require the
fund to terminate a derivatives position under certain circumstances. This
may cause the fund to lose money.
Credit default swap risk. Credit default swap contracts, a type of
derivative instrument, involve heightened risks and may result in losses to
the fund. Credit default swaps may in some cases be illiquid and difficult
to value, and they increase credit risk since the fund has exposure to both
the issuer of the referenced obligation and the counterparty to the credit
default swap. If the fund buys a credit default swap, it will be subject to
the risk that the credit default swap may expire worthless, as the credit
default swap would only generate income in the event of a default on the
underlying debt security or other specified event. As a buyer, the fund
would also be subject to credit risk relating to the seller's payment of
its obligations in the event of a default (or similar event). If the fund
sells a credit default swap, it will be exposed to the credit risk of the
issuer of the obligation to which the credit default swap relates. As a
seller, the fund would also be subject to leverage risk, because it would
be liable for the full notional amount of the swap in the event of default
(or similar event). Swaps may be difficult to unwind or terminate. Certain
index-based credit default swaps are structured in tranches, whereby junior
tranches assume greater default risk than senior tranches. The absence of a
central exchange or market for swap transactions may lead, in some
instances, to difficulties in trading and valuation, especially in the
event of market disruptions. New regulations require many kinds of swaps to
be executed through a centralized exchange or regulated facility and be
cleared through a regulated clearinghouse. Although this clearing mechanism
is generally expected to reduce counterparty credit risk, it may disrupt or
limit the swap market and may not result in swaps being easier to trade or
value. As swaps become more standardized, the fund may not be able to enter
into swaps that meet its investment needs. The fund also may not be able to
find a clearinghouse willing to accept the swaps for clearing. In a cleared
swap, a central clearing organization will be the counterparty to the
transaction. The fund will assume the risk that the clearinghouse may be
unable to perform its obligations. The fund will be required to maintain
its positions with a clearing organization through one or more clearing
brokers. The clearing organization will require the fund to post margin and
the broker may require the fund to post additional margin from time to
time. In addition, cleared transactions may be more expensive to maintain
than over-the-counter transactions and may require the fund to deposit
larger amounts of margin. The fund may not be able to recover margin
amounts if the broker has financial difficulties. Also, the broker may
require the fund to terminate a derivatives position under certain
circumstances. This may cause the fund to lose money. The new regulations
may make using swaps more costly, may limit their availability, or may
otherwise adversely affect their value or performance.
Risks of investing in inverse floating rate obligations. The interest rate
on inverse floating rate obligations will generally decrease as short-term
interest rates increase, and increase as short-term rates decrease. Due to
their leveraged structure, the sensitivity of the market value of an
inverse floating rate obligation to changes in interest rates is generally
greater than a comparable long-term bond issued by the same issuer and with
similar credit quality, redemption and maturity provisions. Inverse
floating rate obligations may be volatile and involve leverage risk.
Short position risk. Taking short positions involves leverage of the fund's
assets and presents various risks. If the price of the instrument or market
on which the fund has taken a short position increases, then the fund will
incur a loss. Because of leverage, taking short positions involves the risk
that losses may be exaggerated, potentially more than the actual cost of
the investment. Unlike purchasing a financial instrument like a stock,
where potential losses are limited to the purchase price and there is no
upside limit on potential gain, short sales involve no cap on maximum
losses. Also, there is the risk that a counterparty may fail to perform the
terms of the arrangement, causing a loss to the fund. In the short sale of
an instrument, the fund must first borrow the instrument from a lender,
such as a broker or other institution. The fund may not always be able to
borrow the instrument at a particular time or at an acceptable price. Thus,
there is risk that the fund may be unable to implement its investment
strategy due to the lack of available financial instruments or for other
reasons.
Leveraging risk. The value of your investment may be more volatile and
other risks tend to be compounded if the fund borrows or uses derivatives
or other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of
the fund's underlying assets and creates a risk of loss of value on a
larger pool of assets than the fund would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may
cause the fund to liquidate positions when it may not be advantageous to do
so to satisfy its obligations or meet segregation requirements.
24
Repurchase agreement risk. In the event that the other party to a
repurchase agreement defaults on its obligations, the fund may encounter
delay and incur costs before being able to sell the security. Such a delay
may involve loss of interest or a decline in price of the security. In
addition, if the fund is characterized by a court as an unsecured creditor,
it would be at risk of losing some or all of the principal and interest
involved in the transaction.
Valuation risk. Many factors may influence the price at which the fund
could sell any particular portfolio investment. The sales price may well
differ -- higher or lower -- from the fund's last valuation of the
investment, and such differences could be significant, particularly for
illiquid securities and securities that trade in thin markets and/or
markets that experience extreme volatility. The fund may value investments
using fair value methodologies. Investors who purchase or redeem fund
shares on days when the fund is holding fair-valued securities may receive
fewer or more shares, or lower or higher redemption proceeds, than they
would have received if the fund had not fair-valued the securities or had
used a different valuation methodology. The value of foreign securities,
certain fixed income securities and currencies, as applicable, may be
materially affected by events after the close of the market on which they
are valued, but before the fund determines its net asset value. The fund's
ability to value its investments may also be impacted by technological
issues and/or errors by pricing services or other third party service
providers.
Redemption risk. The fund may experience periods of heavy redemptions that
could cause the fund to liquidate its assets at inopportune times or at a
loss or depressed value, particularly during periods of declining or
illiquid markets. Redemption risk is greater to the extent that the fund
has investors with large shareholdings, short investment horizons, or
unpredictable cash flow needs. In addition, redemption risk is heightened
during periods of overall market turmoil. The redemption by one or more
large shareholders of their holdings in the fund could hurt performance
and/or cause the remaining shareholders in the fund to lose money. If one
decision maker has control of fund shares owned by separate fund
shareholders, including clients or affiliates of the fund's adviser,
redemptions by these shareholders may further increase the fund's
redemption risk. If the fund is forced to liquidate its assets under
unfavorable conditions or at inopportune times, the value of your
investment could decline.
Non-diversification risk. To the extent an underlying fund is not
diversified, the underlying fund can invest a higher percentage of its
assets in the securities of any one or more issuers than a diversified
fund. Being non-diversified may magnify the fund's and the underlying
fund's losses from adverse events affecting a particular issuer.
Portfolio turnover risk. If the fund does a lot of trading, it may incur
additional operating expenses, which would reduce performance, and could
cause shareowners to incur a higher level of taxable income or capital
gains.
Cash management risk. The value of the investments held by the fund for
cash management or temporary defensive purposes may be affected by market
risks, changing interest rates and by changes in credit ratings of the
investments. To the extent that the fund has any uninvested cash, the fund
would be subject to credit risk with respect to the depository institution
holding the cash. If the fund holds cash uninvested, the fund will not earn
income on the cash and the fund's yield will go down. During such periods,
it may be more difficult for the fund to achieve its investment objective.
Expense risk. Your actual costs of investing in the fund may be higher than
the expenses shown in "Annual fund operating expenses" for a variety of
reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
fund expense ratios are more likely to increase when markets are volatile.
25
Comparison of Fees and Expenses
Shareholders of each Pioneer Fund pay various fees and expenses, either
directly or indirectly. The tables below show the fees and expenses that you
would pay if you were to buy and hold shares of each Pioneer Fund. The expenses
in the tables appearing below are based on the expenses of each Pioneer Fund
and the combined fund for the twelve-month period ended July 31, 2017. Future
expenses for all share classes may be greater or less.
Because both Pioneer Solutions -- Conservative Fund and Pioneer Solutions
-- Growth Fund may reorganize with Pioneer Solutions--Balanced Fund, the pro
forma columns represent the three possibilities that may result: (1) both
Acquired Funds complete their Reorganizations; (2) only Pioneer Solutions --
Conservative Fund completes its Reorganization; or (3) only Pioneer Solutions
-- Growth Fund completes its Reorganization.
Pioneer Pioneer
Solutions -- Solutions --
Balanced Balanced
Fund Fund
(Pro Forma (Pro Forma
Combined, Combined
assuming assuming
Pioneer reorganization reorganization
Solutions -- of only of only
Pioneer Pioneer Pioneer Balanced Pioneer Pioneer
Solutions -- Solutions -- Solutions -- Fund Solutions -- Solutions --
Conservative Growth Balanced (Pro Forma Conservative Growth
Fund Fund Fund Combined) Fund) Fund)
(July 31, (July 31, (July 31, (July 31, (July 31, (July 31,
2017) 2017) 2017) 2017) 2017) 2017)
-----------------------------------------------------------------------------------------------------------------------------------
Shareholder transaction fees
(paid directly from your investment) Class A Class A Class A Class A Class A Class A
Maximum sales charge (load) when you buy
shares as a percentage of offering price 5.75% 5.75% 5.75% 5.75% 5.75% 5.75%
Maximum deferred sales charge (load) as a
percentage of offering price or the
amount you receive when you sell
shares, whichever is less None(1) None(1) None(1) None(1) None(1) None(1)
Annual Fund operating expenses (deducted from
fund assets) as a % of average daily
net assets
Management Fee(4) 0.13% 0.13% 0.13% 0.00% 0.00% 0.00%
Distribution and Service (12b-1) Fee 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses 0.49% 0.26% 0.30% 0.24% 0.29% 0.24%
Acquired Fund Fees and Expenses(2) 0.56% 0.72% 0.68% 0.68% 0.68% 0.68%
Total Annual Fund Operating Expenses Plus
Acquired Fund Fees and Expenses 1.43% 1.36% 1.36% 1.17% 1.22% 1.17%
-----------------------------------------------------------------------------------------------------------------------------------
Less: Fee Waiver and Expense Reimbursement(3) -0.17% 0.00% 0.00% 0.00% 0.00% 0.00%
Net Expenses Plus Acquired Fund Fees
and Expenses(3) 1.26% 1.36% 1.36% 1.17% 1.22% 1.17%
-----------------------------------------------------------------------------------------------------------------------------------
26
Pioneer Pioneer
Solutions -- Solutions --
Balanced Balanced
Fund Fund
(Pro Forma (Pro Forma
Combined, Combined
assuming assuming
Pioneer reorganization reorganization
Solutions -- of only of only
Pioneer Pioneer Pioneer Balanced Pioneer Pioneer
Solutions -- Solutions -- Solutions -- Fund Solutions -- Solutions --
Conservative Growth Balanced (Pro Forma Conservative Growth
Fund Fund Fund Combined) Fund) Fund)
(July 31, (July 31, (July 31, (July 31, (July 31, (July 31,
2017) 2017) 2017) 2017) 2017) 2017)
-----------------------------------------------------------------------------------------------------------------------------------
Shareholder transaction fees
(paid directly from your investment) Class C Class C Class C Class C Class C Class C
Maximum sales charge (load) when you buy
shares as a percentage of offering price None None None None None None
Maximum deferred sales charge (load) as a
percentage of offering price or the amount
you receive when you sell shares, whichever
is less 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
Annual Fund operating expenses (deducted from
fund assets) as a % of average daily
net assets
Management Fee(4) 0.13% 0.13% 0.13% 0.00% 0.00% 0.00%
Distribution and Service (12b-1) Fee 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
Other Expenses 0.48% 0.22% 0.25% 0.19% 0.25% 0.19%
Acquired Fund Fees and Expenses(2) 0.56% 0.72% 0.68% 0.68% 0.68% 0.68%
Total Annual Fund Operating Expenses Plus
Acquired Fund Fees and Expenses 2.17% 2.07% 2.06% 1.87% 1.93% 1.87%
-----------------------------------------------------------------------------------------------------------------------------------
Less: Fee Waiver and Expense Reimbursement(3) -0.16% 0.00% 0.00% 0.00% 0.00% 0.00%
Net Expenses Plus Acquired Fund Fees
and Expenses(3) 2.01% 2.07% 2.06% 1.87% 1.93% 1.87%
-----------------------------------------------------------------------------------------------------------------------------------
Shareholder transaction fees
(paid directly from your investment) Class R Class R Class R Class R Class R Class R
Maximum sales charge (load) when you buy
shares as a percentage of offering price None None None None None None
Maximum deferred sales charge (load) as a
percentage of offering price or the amount
you receive when you sell shares, whichever
is less None None None None None None
Annual Fund operating expenses (deducted from
fund assets) as a % of average daily
net assets
Management Fee(4) 0.13% 0.13% 0.13% 0.00% 0.00% 0.00%
Distribution and Service (12b-1) Fee 0.50% 0.50% 0.50% 0.50% 0.50% 0.50%
Other Expenses 1.26% 0.78% 0.75% 0.71% 0.76% 0.66%
Acquired Fund Fees and Expenses(2) 0.56% 0.72% 0.68% 0.68% 0.68% 0.68%
Total Annual Fund Operating Expenses Plus
Acquired Fund Fees and Expenses 2.45% 2.13% 2.06% 1.89% 1.94% 1.84%
-----------------------------------------------------------------------------------------------------------------------------------
Less: Fee Waiver and Expense Reimbursement(3) -0.99% -0.51% -0.48% -0.43% -0.48% -0.38%
Net Expenses Plus Acquired Fund Fees
and Expenses(3) 1.46% 1.62% 1.58% 1.46% 1.46% 1.46%
-----------------------------------------------------------------------------------------------------------------------------------
27
Pioneer Pioneer
Solutions -- Solutions --
Balanced Balanced
Fund Fund
(Pro Forma (Pro Forma
Combined, Combined
assuming assuming
Pioneer reorganization reorganization
Solutions -- of only of only
Pioneer Pioneer Pioneer Balanced Pioneer Pioneer
Solutions -- Solutions -- Solutions -- Fund Solutions -- Solutions --
Conservative Growth Balanced (Pro Forma Conservative Growth
Fund Fund Fund Combined) Fund) Fund)
(July 31, (July 31, (July 31, (July 31, (July 31, (July 31,
2017) 2017) 2017) 2017) 2017) 2017)
----------------------------------------------------------------------------------------------------------------------------------
Shareholder transaction fees
(paid directly from your investment) Class Y Class Y Class Y Class Y Class Y Class Y
Maximum sales charge (load) when you buy
shares as a percentage of offering price None None None None None None
Maximum deferred sales charge (load) as a
percentage of offering price or the amount
you receive when you sell shares, whichever
is less None None None None None None
Annual Fund operating expenses (deducted from
fund assets) as a % of average daily
net assets
Management Fee(4) 0.13% 0.13% 0.13% 0.00% 0.00% 0.00%
Distribution and Service (12b-1) Fee 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Other Expenses 0.68% 0.28% 0.34% 0.26% 0.34% 0.26%
Acquired Fund Fees and Expenses(2) 0.56% 0.72% 0.68% 0.68% 0.68% 0.68%
Total Annual Fund Operating Expenses Plus
Acquired Fund Fees and Expenses 1.37% 1.13% 1.15% 0.94% 1.02% 0.94%
----------------------------------------------------------------------------------------------------------------------------------
Less: Fee Waiver and Expense Reimbursement(3) -0.16% 0.00% 0.00% 0.00% 0.00% 0.00%
Net Expenses Plus Acquired Fund Fees
and Expenses(3) 1.21% 1.13% 1.15% 0.94% 1.02% 0.94%
----------------------------------------------------------------------------------------------------------------------------------
----------------------
(1) Class A purchases of $500,000 or more that are not subject to an initial
sales charge may be subject to a contingent deferred sales charge of 1%.
See "Sales charges."
(2) Total annual fund operating expenses in the table, before and after fee
waiver and expense reimbursement, may be higher than the corresponding
ratio of expenses to average net assets shown in the "Financial Highlights"
section, which does not include acquired fund fees and expenses.
(3) With respect to the Pioneer Solutions -- Conservative Fund, Amundi Pioneer
has contractually agreed to limit ordinary operating expenses (ordinary
operating expenses means all fund expenses other than taxes, brokerage
commissions, acquired fund fees and expenses and extraordinary expenses,
such as litigation) to the extent required to reduce fund expenses to
0.70%, 1.45%, 0.90% and 0.65% of the average daily net assets attributable
to Class A, Class C, Class R and Class Y shares, respectively. These
expense limitations are in effect through December 1, 2019. There can be no
assurance that Amundi Pioneer will extend the expense limitation beyond
such time. While in effect, the arrangement may be terminated for a class
only by agreement of Amundi Pioneer and the Board of Trustees. The expense
limitation does not limit the expenses of the underlying funds indirectly
incurred by a shareholder.
With respect to the Pioneer Solutions -- Growth Fund, Amundi Pioneer has
contractually agreed to limit ordinary operating expenses (ordinary
operating expenses means all fund expenses other than taxes, brokerage
commissions, acquired fund fees and expenses and extraordinary expenses,
such as litigation) to the extent required to reduce fund expenses to 0.90%
of the average daily net assets attributable to Class R shares. This
expense limitation is in effect through December 1, 2019. There can be no
assurance that Amundi Pioneer will extend the expense limitation beyond
such time. While in effect, the arrangement may be terminated for a class
only by agreement of Amundi Pioneer and the Board of Trustees. The expense
limitation does not limit the expenses of the underlying funds indirectly
incurred by a shareholder.
With respect to the Pioneer Solutions -- Balanced Fund, Amundi Pioneer has
contractually agreed to limit ordinary operating expenses (ordinary
operating expenses means all fund expenses other than taxes, brokerage
commissions, acquired fund fees and expenses and extraordinary expenses,
such as litigation) to the extent required to reduce fund expenses to 0.90%
of the average daily net assets attributable to Class R shares. Amundi
Pioneer has agreed to further limit the ordinary expenses of Class R shares
of the combined fund following the completion of the Reorganization to
0.78% of the average daily net assets attributable to Class R shares. These
expense limitations are in effect through December 1, 2019. There can be no
assurance that Amundi Pioneer will extend the expense limitation beyond
such time. While in effect, the arrangement may be terminated for a class
only by agreement of Amundi Pioneer and the Board of Trustees. The expense
limitation does not limit the expenses of the underlying funds indirectly
incurred by a shareholder.
(4) Following the completion of the Reorganizations, the combined fund will not
pay a direct management fee to Amundi Pioneer. However, as is currently the
case for each of the funds, following the completion of the
Reorganizations, the combined fund will continue to bear a pro rata portion
of the fees and expenses, including management fees, of each underlying
fund in which the combined fund invests. The pro rata portion of the fees
and expenses of each underlying fund in which each fund invests is shown in
the Fee Table under Acquired Fund Fees and Expenses.
28
Examples:
The examples are intended to help you compare the cost of investing in each
fund with the cost of investing in other mutual funds. The examples assume that
you invest $10,000 in each fund for the time periods shown, and then, except as
indicated, redeem all of your shares at the end of those periods. The examples
also assume that (a) your investment has a 5% return each year and (b) each
fund's total annual operating expenses remain the same except for year one
(which considers the effect of the expense limitation). Pro forma expenses are
included assuming consummation of the Reorganization as of July 31, 2017. The
examples are for comparison purposes only and are not a representation of any
fund's actual expenses or returns, either past or future. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
Pioneer Pioneer
Solutions -- Solutions --
Balanced Balanced
Fund Fund
(pro forma (pro forma
combined, combined,
assuming assuming
Pioneer reorganization reorganization
Solutions -- of only of only
Pioneer Pioneer Pioneer Balanced Pioneer Pioneer
Solutions -- Solutions -- Solutions -- Fund Solutions -- Solutions --
Number of years Conservative Growth Balanced (pro forma Conservative Growth
you own your shares Fund Fund Fund combined) Fund) Fund)
-------------------------------------------------------------------------------------------------------------------------
Class A -- assuming redemption
at end of period
Year 1 $ 696 $ 706 $ 706 $ 687 $ 692 $ 687
Year 3 $ 986 $ 981 $ 981 $ 925 $ 940 $ 925
Year 5 $ 1,296 $ 1,277 $ 1,277 $ 1,182 $ 1,207 $ 1,182
Year 10 $ 2,176 $ 2,116 $ 2,116 $ 1,914 $ 1,967 $ 1,914
Class A -- assuming no redemption
Year 1 $ 696 $ 706 $ 706 $ 687 $ 692 $ 687
Year 3 $ 986 $ 981 $ 981 $ 925 $ 940 $ 925
Year 5 $ 1,296 $ 1,277 $ 1,277 $ 1,182 $ 1,207 $ 1,182
Year 10 $ 2,176 $ 2,116 $ 2,116 $ 1,914 $ 1,967 $ 1,914
Class C -- assuming redemption
at end of period
Year 1 $ 304 $ 310 $ 309 $ 290 $ 296 $ 290
Year 3 $ 664 $ 649 $ 646 $ 588 $ 606 $ 588
Year 5 $ 1,150 $ 1,114 $ 1,108 $ 1,011 $ 1,042 $ 1,011
Year 10 $ 2,491 $ 2,400 $ 2,390 $ 2,190 $ 2,254 $ 2,190
Class C -- assuming no redemption
Year 1 $ 204 $ 210 $ 209 $ 190 $ 196 $ 190
Year 3 $ 664 $ 649 $ 646 $ 588 $ 606 $ 588
Year 5 $ 1,150 $ 1,114 $ 1,108 $ 1,011 $ 1,042 $ 1,011
Year 10 $ 2,491 $ 2,400 $ 2,390 $ 2,190 $ 2,254 $ 2,190
Class R -- assuming redemption
at end of period
Year 1 $ 149 $ 165 $ 161 $ 149 $ 149 $ 149
Year 3 $ 669 $ 618 $ 599 $ 552 $ 563 $ 542
Year 5 $ 1,216 $ 1,097 $ 1,064 $ 981 $ 1,003 $ 960
Year 10 $ 2,711 $ 2,422 $ 2,352 $ 2,177 $ 2,226 $ 2,127
Class R -- assuming no redemption
Year 1 $ 149 $ 165 $ 161 $ 149 $ 149 $ 149
Year 3 $ 669 $ 618 $ 599 $ 552 $ 563 $ 542
Year 5 $ 1,216 $ 1,097 $ 1,064 $ 981 $ 1,003 $ 960
Year 10 $ 2,711 $ 2,422 $ 2,352 $ 2,177 $ 2,226 $ 2,127
29
Pioneer Pioneer
Solutions -- Solutions --
Balanced Balanced
Fund Fund
(pro forma (pro forma
combined, combined,
assuming assuming
Pioneer reorganization reorganization
Solutions -- of only of only
Pioneer Pioneer Pioneer Balanced Pioneer Pioneer
Solutions -- Solutions -- Solutions -- Fund Solutions -- Solutions --
Number of years Conservative Growth Balanced (pro forma Conservative Growth
you own your shares Fund Fund Fund combined) Fund) Fund)
-------------------------------------------------------------------------------------------------------------------------
Class Y -- assuming redemption
at end of period
Year 1 $ 123 $ 115 $ 117 $ 96 $ 104 $ 96
Year 3 $ 418 $ 359 $ 365 $ 300 $ 325 $ 300
Year 5 $ 735 $ 622 $ 633 $ 520 $ 563 $ 520
Year 10 $ 1,632 $ 1,375 $ 1,398 $ 1,155 $ 1,248 $ 1,155
Class Y -- assuming no redemption
Year 1 $ 123 $ 115 $ 117 $ 96 $ 104 $ 96
Year 3 $ 418 $ 359 $ 365 $ 300 $ 325 $ 300
Year 5 $ 735 $ 622 $ 633 $ 520 $ 563 $ 520
Year 10 $ 1,632 $ 1,375 $ 1,398 $ 1,155 $ 1,248 $ 1,155
Comparison of the Funds' Past Performance
The bar charts and tables below indicate the risks and volatility of an
investment in the funds by showing how the funds have performed in the past.
The bar charts show changes in the performance of each fund's Class A shares
from calendar year to calendar year. The tables show the average annual total
returns for each class of each fund over time and compare these returns to the
returns of the MSCI World Index and the Bloomberg Barclays U.S. Aggregate Bond
Index, each a broad-based measure of market performance that has
characteristics relevant to each fund's investment strategies, and a blended
benchmark (80% Bloomberg Barclays U.S. Aggregate Bond Index/20% MSCI World
Index for each of the Acquired Funds, and 50% Bloomberg Barclays U.S. Aggregate
Bond Index/50% MSCI World Index for the Acquiring Fund). You can obtain updated
performance information by visiting
https://us.pioneerinvestments.com/performance or by calling 1-800-225-6292.
A fund's past performance (before and after taxes) does not necessarily
indicate how it will perform in the future. The bar charts do not reflect any
sales charge you may pay when you buy fund shares. If this amount was
reflected, returns would be less than those shown.
Ibbotson Associates, Inc. served as the funds' sub-adviser until November
14, 2014. Effective November 17, 2014, Amundi Pioneer became directly
responsible for portfolio management decisions for the funds. The performance
shown for all periods reflects the investment strategy in effect for the funds
during such periods.
30
[THE FOLLOWING DATA WAS REPRESENTED AS A BAR CHART IN THE PRINTED MATERIAL]
Pioneer Solutions -- Conservative Fund's Annual Returns --
Class A Shares (%) (1)
(Years ended December 31)
2007 5.50
2008 -21.11
2009 24.58
2010 9.69
2011 0.06
2012 8.93
2013 8.41
2014 3.50
2015 -1.12
2016 2.64
----------------------
(1) During the period shown in the bar chart, the Acquired Fund's highest
quarterly return was 12.36% for the quarter ended June 30, 2009, and the
lowest quarterly return was -12.54% for the quarter ended December 31,
2008. For the period from January 1, 2017 through September 30, 2017, the
Acquired Fund's return was 6.26%.
Pioneer Solutions -- Growth Fund's Annual Returns -- Class A Shares (%)*
(Years ended December 31)
2007 5.47
2008 -35.25
2009 30.69
2010 13.17
2011 -3.30
2012 11.00
2013 18.94
2014 4.67
2015 -1.19
2016 2.67
----------------------
* During the period shown in the bar chart, the Acquired Fund's highest
quarterly return was 18.16% for the quarter ended June 30, 2009, and the
lowest quarterly return was -20.04% for the quarter ended December 31,
2008. For the period from January 1, 2017 through September 30, 2017, the
Acquired Fund's return was 13.68%.
31
[THE FOLLOWING DATA WAS REPRESENTED AS A BAR CHART IN THE PRINTED MATERIAL]
Pioneer Solutions -- Balanced Fund's Annual Returns -- Class A Shares (%)*
(Years ended December 31)
2007 5.24
2008 -30.22
2009 28.96
2010 11.96
2011 -2.12
2012 10.21
2013 16.07
2014 3.85
2015 -1.60
2016 1.81
----------------------
* During the period shown in the bar chart, the Acquiring Fund's highest
quarterly return was 16.41% for the quarter ended June 30, 2009, and the
lowest quarterly return was -17.24% for the quarter ended December 31,
2008. For the period from January 1, 2017 through September 30, 2017, the
Acquiring Fund's return was 10.06%.
Average Annual Total Returns (%)
(for periods ended December 31, 2016)
Pioneer Solutions -- Conservative Fund Since Inception
(the Acquired Fund) 1 Year 5 Years 10 Years Inception Date
------------------------------------------------------------------------------------------------------------------
Class A 05/12/2005
Return Before Taxes -3.33 3.19 2.89 3.49
Return After Taxes on Distributions -4.23 1.70 1.57 2.28
Return After Taxes on Distributions
and Sale of Fund Shares -1.82 2.05 1.85 2.37
------------------------------------------------------------------------------------------------------------------
Class C 1.77 3.63 2.67 3.17 05/12/2005
------------------------------------------------------------------------------------------------------------------
Class R 2.34 N\A N\A -0.15 07/01/2015
------------------------------------------------------------------------------------------------------------------
Class Y 2.69 3.99 2.52 3.04 10/05/2005
------------------------------------------------------------------------------------------------------------------
Bloomberg Barclays U.S. Aggregate
Bond Index (reflects no deduction
for fees, expenses or taxes) 2.65 2.23 4.34 4.22 05/12/2005
------------------------------------------------------------------------------------------------------------------
MSCI World Index (reflects no deduction
for fees, expenses or taxes) 7.51 10.41 3.83 6.02 05/12/2005
------------------------------------------------------------------------------------------------------------------
Blended Benchmark (80% Bloomberg
Barclays U.S. Aggregate Bond Index /
20% MSCI World Index) (reflects no
deduction for fees, expenses or taxes) 3.71 5.14 4.36 4.99 05/12/2005
------------------------------------------------------------------------------------------------------------------
32
Pioneer Solutions -- Growth Fund Since Inception
(the Acquired Fund) 1 Year 5 Years 10 Years Inception Date
------------------------------------------------------------------------------------------------------------------
Class A 08/09/2004
Return Before Taxes -3.24 5.72 2.58 4.75
Return After Taxes on Distributions -3.65 4.87 1.76 3.96
Return After Taxes on Distributions
and Sale of Fund Shares -1.49 4.38 1.90 3.71
------------------------------------------------------------------------------------------------------------------
Class C 1.90 6.23 2.48 4.26 08/09/2004
------------------------------------------------------------------------------------------------------------------
Class R 2.29 N\A N\A -1.74 07/01/2015
------------------------------------------------------------------------------------------------------------------
Class Y 3.01 7.24 3.61 4.67 09/26/2005
------------------------------------------------------------------------------------------------------------------
Bloomberg Barclays U.S. Aggregate Bond
Index (reflects no deduction for fees,
expenses or taxes) 2.65 2.23 4.34 4.22 08/09/2004
------------------------------------------------------------------------------------------------------------------
MSCI World Index (reflects no deduction
for fees, expenses or taxes) 7.51 10.41 3.83 6.76 08/09/2004
------------------------------------------------------------------------------------------------------------------
Blended Benchmark (20% Bloomberg
Barclays U.S. Aggregate Bond Index /
80% MSCI World Index) (reflects no
deduction for fees, expenses or taxes) 6.63 9.12 5.18 7.31 08/09/2004
------------------------------------------------------------------------------------------------------------------
Pioneer Solutions -- Balanced Fund Since Inception
(the Acquiring Fund) 1 Year 5 Years 10 Years Inception Date
------------------------------------------------------------------------------------------------------------------
Class A 08/09/2004
Return Before Taxes -4.09 4.63 2.68 4.34
Return After Taxes on Distributions -4.79 3.54 1.61 3.34
Return After Taxes on Distributions
and Sale of Fund Shares -2.13 3.38 1.85 3.25
------------------------------------------------------------------------------------------------------------------
Class C 1.09 5.17 2.55 3.76 08/09/2004
------------------------------------------------------------------------------------------------------------------
Class R 1.55 N\A N\A -1.82 07/01/2015
------------------------------------------------------------------------------------------------------------------
Class Y 2.06 6.18 3.70 4.50 09/26/2005
------------------------------------------------------------------------------------------------------------------
Bloomberg Barclays U.S. Aggregate Bond
Index (reflects no deduction for fees,
expenses or taxes) 2.65 2.23 4.34 4.22 08/09/2004
------------------------------------------------------------------------------------------------------------------
MSCI World Index (reflects no deduction
for fees, expenses or taxes) 7.51 10.41 3.83 6.76 08/09/2004
------------------------------------------------------------------------------------------------------------------
Blended Benchmark (50% Bloomberg
Barclays U.S. Aggregate Bond Index /
50% MSCI World Index) (reflects no
deduction for fees, expenses or taxes) 5.23 7.88 4.98 6.59 08/09/2004
------------------------------------------------------------------------------------------------------------------
After-tax returns are calculated using the historical highest individual
federal marginal income tax rates and do not reflect the impact of state and
local taxes. Actual after-tax returns depend on the investor's tax situation
and may differ from those shown. The after-tax returns shown are not relevant
to investors who hold a Pioneer Fund's shares through tax-deferred arrangements
such as 401(k) plans or individual retirement accounts.
------------------------------------------------------------------------------------------------------------------
33
After-tax returns are shown only for Class A shares. After-tax returns for
Class C, Class R and Class Y shares of each Pioneer Fund will vary.
Pioneer Solutions --
Balanced Fund
Pioneer Solutions -- Pioneer Solutions -- Pioneer Solutions -- (Combined Fund,
Conservative Fund Growth Fund Balanced Fund Post-Reorganization)
-----------------------------------------------------------------------------------------------------------------------------------
Management The fund pays Amundi Pioneer a fee for managing the fund and to cover the cost of Following the completion of
fees providing certain services to the fund. the reorganizations, the
combined fund will not pay a
Amundi Pioneer's annual fee for each fund is equal to: 0.13% of the fund's average daily direct management fee to
net assets, up to $2.5 billion; 0.11% of the fund's average daily net assets, from over Amundi Pioneer.
$2.5 billion up to $4 billion; 0.10% of the fund's average daily net assets, from over
$4 billion up to $5.5 billion; 0.08% of the fund's average daily net assets, over
$5.5 billion. However, the combined fund
will bear a pro rata portion of
For the fiscal year ended July 31, 2017, each fund paid management fees equal to 0.13% the fees and expenses,
of the fund's average daily net assets, after fee waivers and/or reimbursements. including management fees,
of each underlying fund in
A discussion regarding the basis for the Board of Trustees' approval of the funds' which the combined fund
management contract is available in the funds' annual report to shareholders for the invests. The pro rata portion
period ended July 31, 2017. of the fees and expenses of
each underlying fund in
which the combined fund
invests is shown in the Fee
Table under Acquired Fund
Fees and Expenses.
For a comparison of the gross and net expenses of each fund, please see
the class fee tables in the "Comparison of Fees and Expenses" section starting
on page 26.
Reasons for each Reorganization
The Board of Trustees believes that each proposed Reorganization will be
advantageous to the shareholders of the applicable Acquired Fund for several
reasons. The Trustees considered the following matters, among others, in
approving each Reorganization.
First, the Board considered that the expense ratio of each class of shares
of the combined fund is expected to be no higher than the expense ratio of the
corresponding class of shares of the Acquired Fund, both before and after any
applicable fee waivers or expense reimbursements. The Board concluded that the
expected lower expense ratios of the combined fund supported a determination
that the Reorganization is in the best interests of shareholders.
Second, the Board considered that the combined fund will no longer pay a
direct management fee to Amundi Pioneer, unlike the Acquired Fund and the
Acquiring Fund. The Board considered that, as is currently the case for the
Acquired Fund and the Acquiring Fund, the combined fund will continue to bear a
pro rata portion of the fees and expenses, including management fees, of each
underlying fund in which the combined fund invests. The Board considered that
the pro rata portion of the management fees of underlying Amundi Pioneer funds
borne by the combined fund following the completion of the Reorganization is
not expected to exceed the direct management fee and the pro rata portion of
the management fees of underlying Amundi Pioneer funds currently borne by the
Acquired Fund. The Board concluded that the elimination of the direct
management fee of the combined fund supported a determination that the
Reorganization is in the best interests of shareholders.
Third, the Board considered that the Acquired Fund and the Acquiring Fund
held similar investments and noted that the historical performance of the
Acquired Fund and the Acquiring Fund was generally comparable. The Board
concluded that the historical performance of each fund was consistent with the
determination that the Reorganization is in the best interests of
shareholders.
Fourth, the Board considered that the Acquired Fund has not achieved a
sufficient size to allow for more efficient operations. The Board considered
that the larger asset size of the combined fund may allow it, relative to the
Acquired Fund, to reduce per share expenses as fixed expenses will be shared
over a larger asset base. The Board concluded that the larger asset size of the
combined fund supported a determination that the Reorganization is in the best
interests of shareholders.
Fifth, the Board considered the similarities and differences in the funds'
investment objectives and principal investment strategies. The Board considered
that the Acquired Fund and the Acquiring Fund have the same investment
objective to provide long-term capital growth and current income. The Board
considered that each fund is a "fund of funds" that allocates its assets
primarily among other
34
underlying funds, including underlying funds managed by Amundi Pioneer and
underlying funds unaffiliated with Amundi Pioneer. The Board considered that
following the completion of the Reorganization, it is anticipated that the
combined fund will invest to a greater extent in underlying funds managed by
Amundi Pioneer. The Board considered that currently, Amundi Pioneer selects
investments for each fund while maintaining a target annualized volatility
level that corresponds to the fund's relative risk profile. The Board
considered that Amundi Pioneer will not seek to maintain a target annualized
volatility level for the combined fund or use derivatives to seek incremental
return or to seek to limit risk. The Board considered such similarities and
differences and considered that shareholders would receive information
regarding the Reorganization and would have the ability to redeem their shares
of the Acquired Fund prior to the Closing Date if they determine that they do
not wish to become shareholders of the combined fund.
The Board considered that the Reorganization, itself, generally is not
expected to result in income, gain or loss being recognized for federal income
tax purposes by the Acquired Fund, the Acquiring Fund or by the shareholders of
any fund. The Board noted that it is not necessary to dispose of securities to
effect the Reorganization; however, following the completion of the
Reorganization, the combined fund will invest to a greater extent in underlying
funds managed by Amundi Pioneer. The implementation of such investment strategy
changes for the combined fund is expected to result in the disposition of
approximately 25% of the securities of the combined fund following the
Reorganization. Shareholders of the combined fund are expected to recognize
long-term capital gains of approximately $1,237,831, or approximately $0.03 per
share, in connection with the disposition of securities following the completion
of the Reorganization. It is expected that such capital gains will be offset by
available tax capital-loss carryforwards and, accordingly, that no material
distributions to shareholders as a result of the disposition of securities is
anticipated. The Board concluded that the expected tax consequences of the
Reorganization were consistent with a determination that the Reorganization is
in the best interests of each fund's shareholders.
The Board also noted that the disposition of securities is not expected to
result in significant brokerage expenses to the combined fund. The Board also
noted that the actual tax consequences of any dispositions of portfolio
securities following the completion of the Reorganization will vary depending
upon the specific security(ies) being sold.
The Board concluded that, taking into account the anticipated benefits to
shareholders resulting from each Reorganization, including anticipated lower
expenses, on balance the Reorganization is in the best interests of
shareholders not withstanding differences in the funds' investment strategies.
Sixth, the Board considered that each Acquired Fund would generally bear
approximately 25% of the expenses incurred in connection with its
Reorganization, including expenses associated with the preparation, printing
and mailing of any shareholder communications (including this Information
Statement/Prospectus), any filings with the SEC and other governmental agencies
in connection with its Reorganization, audit fees and legal fees, and the
Acquiring Fund would likewise generally bear approximately 25% of these costs
for each Reorganization. The Board considered that Amundi Pioneer would
generally bear the remaining 50% of the expenses incurred in connection with
each Reorganization. In approving the allocation of Reorganization Costs, the
Board considered information provided by Amundi Pioneer with respect to the
relative short-term economic benefits and costs to shareholders anticipated to
result from each Reorganization. The Board concluded that the allocation of
Reorganization Costs was consistent with a determination that the
Reorganization is in the best interests of shareholders.
Seventh, the Board considered that the funds' investment adviser and
principal distributor would benefit from each Reorganization. For example,
Amundi Pioneer might achieve cost savings from managing one larger fund
compared to managing more than one fund with similar investment strategies. The
consolidated portfolio management effort also might result in time and
personnel savings and the preparation of fewer reports and regulatory filings,
as well as prospectus disclosure, for one fund instead of three. The Board
believes that each Reorganization, in the long-term, could result in a decrease
in the combined fund's gross expenses.
BOARDS' EVALUATION OF THE REORGANIZATIONS
For the reasons described above, the Board of Trustees of each Acquired
Fund, including the Independent Trustees, approved the applicable
Reorganization. In particular, the Board of Trustees determined, with respect
to each Acquired Fund, that the Reorganization of such Acquired Fund is in the
best interests of such Acquired Fund and its shareholders and is not dilutive
of the interests of those shareholders. Similarly, the Board of Trustees of the
Acquiring Fund, including the Independent Trustees, approved each
Reorganization. The Trustees also determined that the Reorganization of each
Acquired Fund with the Acquiring Fund is in the best interests of the Acquiring
Fund and its shareholders and is not dilutive of the interests of those
shareholders.
35
CAPITALIZATION
The following table sets forth the capitalization of each Pioneer Fund as
of September 29, 2017, and the pro forma combined capitalization of the combined
fund as if each Reorganization occurred on that date. The actual exchange ratios
on the Closing Date may vary from the exchange ratios indicated. This is due to
changes in the market value of the portfolio securities of the Pioneer Funds
between September 29, 2017 and the Closing Date, changes in the amount of
undistributed net investment income and net realized capital gains of the
Pioneer Funds during that period resulting from income and distributions, and
changes in the accrued liabilities of the Pioneer Funds during the same period.
Because both Acquired Funds may reorganize with the Acquiring Fund, the
following pro forma combined capitalization tables show the three possibilities
that may result: (1) both Acquired Funds reorganize with the Acquiring Fund; (2)
only Pioneer Solutions - Conservative Fund reorganizes with the Acquiring Fund;
or (3) only Pioneer Solutions - Growth Fund reorganizes with the Acquiring Fund.
Pro Forma Capitalization Assuming Reorganization of Both Acquired Funds into
the Acquiring Fund
Pioneer Solutions --
Pioneer Solutions -- Pioneer Solutions -- Pioneer Solutions -- Balanced Fund Pro Forma
Conservative Fund Growth Fund Balanced Fund (Pro Forma Pioneer Solutions --
(Acquired Fund) (Acquired Fund) (Acquiring Fund) Adjustments) Balanced Fund
(October 25, 2017) (October 25, 2017) (October 25, 2017) (October 25, 2017) (October 25, 2017)
-----------------------------------------------------------------------------------------------------------------------------------
Net Assets
Class A $41,831,815 $240,014,210 $114,862,143 $(54,757) $396,653,411
Class C $13,946,606 $67,380,639 $49,101,418 $(19,949) $130,408,714
Class R $9,076 $39,836 $31,654 $(13) $80,553
Class Y $248,832 $919,783 $625,425 $(281) $1,793,759
Total Net Assets $56,036,329 $308,354,468 $164,620,640 $(75,000) $528,936,437
Net Asset Value
per Share
Class A $10.69 $13.95 $12.16 -- $12.16
Class C $10.31 $13.10 $11.15 -- $11.15
Class R $10.65 $13.85 $12.09 -- $12.09
Class Y $10.08 $14.26 $12.34 -- $12.34
Shares Outstanding
Class A 3,913,000 17,201,064 9,443,739 (4,503) 32,621,866
Class C 1,352,527 5,143,644 4,402,622 (1,789) 11,696,545
Class R 852 2,877 2,618 (1) 6,664
Class Y 24,695 64,495 50,688 (23) 145,389
(1) The pro forma data reflects adjustments to account for the combined
expenses of the Reorganizations borne by the Acquired Funds and the
Acquiring Fund. The expenses of the Reorganizations borne by the funds are
estimated in the aggregate to be $75,000. Amundi Pioneer will bear the
remaining expenses of the Reorganization.
It is impossible to predict how many shares of the combined fund will
actually be received and distributed by your fund on the Closing Date. The table
should not be relied upon to determine the amount of combined fund shares that
will actually be received and distributed.
36
Pro Forma Capitalization Assuming Reorganization of only Pioneer Solutions --
Conservative Fund into the Acquiring Fund
Pioneer Solutions --
Pioneer Solutions -- Pioneer Solutions -- Balanced Fund Pro Forma
Conservative Fund Balanced Fund (Pro Forma Pioneer Solutions --
(Acquired Fund) (Acquiring Fund) Adjustments) Balanced Fund
(October 25, 2017) (October 25, 2017) (October 25, 2017) (October 25, 2017)
-----------------------------------------------------------------------------------------------------------------------
Net Assets
Class A $41,831,815 $114,862,143 $(54,159) $156,639,799
Class C $13,946,606 $49,101,418 $(20,518) $63,027,506
Class R $9,076 $31,654 $(13) $40,717
Class Y $248,832 $625,425 $(310) $873,947
Total Net Assets $56,036,329 $164,620,640 $(75,000) $220,581,969
Net Asset Value
per Share
Class A $10.69 $12.16 -- $12.16
Class C $10.31 $11.15 -- $11.15
Class R $10.65 $12.09 -- $12.09
Class Y $10.08 $12.34 -- $12.34
Shares Outstanding
Class A 3,913,000 9,443,739 (4,454) 12,883,855
Class C 1,352,527 4,402,622 (1,840) 5,653,439
Class R 852 2,618 (1) 3,369
Class Y 24,695 50,688 (25) 70,853
(1) The pro forma data reflects adjustments to account for the combined
expenses of the Reorganization borne by the Acquired Fund and the Acquiring
Fund. The expenses of the Reorganizations borne by the funds are estimated
in the aggregate to be $75,000. Amundi Pioneer will bear the remaining
expenses of the Reorganization.
It is impossible to predict how many shares of the combined fund will
actually be received and distributed by your fund on the Closing Date. The
table should not be relied upon to determine the amount of combined fund shares
that will actually be received and distributed.
37
Pro Forma Capitalization Assuming Reorganization of only Pioneer Solutions --
Growth Fund into the Acquiring Fund
Pioneer Solutions --
Pioneer Solutions -- Pioneer Solutions -- Balanced Fund Pro Forma
Growth Fund Balanced Fund (Pro Forma Pioneer Solutions --
(Acquired Fund) (Acquiring Fund) Adjustments) Balanced Fund
(October 25, 2017) (October 25, 2017) (October 25, 2017) (October 25, 2017)
-------------------------------------------------------------------------------------------------------------------------
Net Assets
Class A $240,014,210 $114,862,143 $(55,354) $354,820,999
Class C $67,380,639 $49,101,418 $(19,380) $116,462,677
Class R $39,836 $31,654 $(12) $71,478
Class Y $919,783 $625,425 $(254) $1,544,954
Total Net Assets $308,354,468 $164,620,640 $(75,000) $472,900,108
Net Asset Value per Share
Class A $13.95 $12.16 -- $12.16
Class C $13.10 $11.15 -- $11.15
Class R $13.85 $12.09 -- $12.09
Class Y $14.26 $12.34 -- $12.34
Shares Outstanding
Class A 17,201,064 9,443,739 (4,552) 29,181,750
Class C 5,143,644 4,402,622 (1,738) 10,445,729
Class R 2,877 2,618 (1) 5,913
Class Y 64,495 50,688 (21) 125,225
(1) The pro forma data reflects adjustments to account for the combined
expenses of the Reorganization borne by the Acquired Fund and the Acquiring
Fund. The expenses of the Reorganizations borne by the funds are estimated
in the aggregate to be $75,000. Amundi Pioneer will bear the remaining
expenses of the Reorganization.
It is impossible to predict how many shares of the combined fund will
actually be received and distributed by your fund on the Closing Date. The
table should not be relied upon to determine the amount of combined fund shares
that will actually be received and distributed.
38
OTHER IMPORTANT INFORMATION CONCERNING THE REORGANIZATIONS
Portfolio Securities
It is not necessary to dispose of securities to effect either
Reorganization. However, it is currently anticipated that, following the
completion of the Reorganizations, the combined fund will invest to a greater
extent in underlying funds managed by Amundi Pioneer. The implementation of
such investment strategy changes for the combined fund is expected to result in
the disposition of approximately 25% of the securities of the combined fund
following the Reorganizations. The disposition of securities is not expected to
result in significant brokerage expenses to the combined fund.
Shareholders of the combined fund are expected to recognize long-term
capital gains of approximately $1,237,831, or approximately $0.03 per share, in
connection with the disposition of securities following the completion of the
Reorganizations. It is expected that such capital gains will be offset by
available tax capital-loss carryforwards and, accordingly, that no material
distributions to shareholders as a result of the disposition of securities is
anticipated. The actual tax consequences of any disposition of portfolio
securities will vary depending upon the specific security(ies) being sold,
other capital gains and losses that may be recognized, and the combined fund's
ability to use any available tax loss carryforwards.
In addition, after the closing of each Reorganization, management will
continue to analyze and evaluate the portfolio securities of the combined fund,
and it is possible that there may be additional dispositions of portfolio
securities of the combined fund following each Reorganization. Consistent with
the combined fund's investment objective and policies, any restrictions imposed
by the Internal Revenue Code and in the best interests of the shareholders of
the combined fund, management will influence the extent and duration to which
the portfolio securities of the applicable Acquired Fund and the Acquiring Fund
will be maintained by the combined fund. Subject to market conditions at the
time of any such disposition, the disposition of the portfolio securities by
the combined fund may result in a capital gain or loss. As noted above, the
actual tax consequences of any disposition of portfolio securities will vary
depending upon the specific security(ies) being sold, other capital gains and
losses that may be recognized, and the combined fund's ability to use any
available tax loss carryforwards.
Tax Capital Loss Carryforwards
Federal income tax law generally permits a regulated investment company to
carry forward indefinitely net capital losses from any taxable year to offset
its capital gains. Presently, the net capital loss carryforwards of each
Acquired Fund and the Acquiring Fund from their prior taxable years can be
summarized as follows:
Fund Capital Loss Carryforward
-------------------------------------------------------------------
Pioneer Solutions -- Conservative Fund $1,630,428
-------------------------------------------------------------------
Pioneer Solutions -- Growth Fund $0
-------------------------------------------------------------------
Pioneer Solutions -- Balanced Fund $4,780,532
-------------------------------------------------------------------
For the period ending on the Closing Date, each fund may have net realized
capital gains or losses and as of the Closing Date a fund may also have net
unrealized capital gains or losses.
Each Reorganization may result in a number of limitations on the combined
fund's ability to use realized and unrealized losses of the combining funds.
The discussion below describes the limitations that may apply based on the
funds' tax attributes and relative net asset values as of July 31, 2017. Since
the Reorganizations are not expected to close until January 19, 2018, the net
current-year realized capital gains and losses and net unrealized capital gains
and losses and the effect of the limitations described may change significantly
between now and the completion of the Reorganizations. Further, the ability of
the Acquired Funds and the Acquiring Fund to use capital losses to offset gains
(even in the absence of the Reorganizations) depends on factors other than loss
limitations, such as the future realization of capital gains or losses.
First, in the tax year of the combined fund in which a Reorganization
occurs, the combined fund will be able to use carryforwards of the applicable
Acquired Fund (including from the Acquired Fund's short taxable year ending on
the applicable Closing Date), subject to the limitations described in the
following paragraphs, to offset only a prorated portion of the combined fund's
capital gains for such tax year, based on the number of days remaining in the
combined fund's tax year after the applicable Closing Date.
39
Second, each Reorganization may result in a limitation on the combined
fund's ability to use the applicable Acquired Fund's capital loss carryforwards
and, in certain cases, net unrealized losses inherent in the Acquired Fund's
assets at the time of the Reorganization, in subsequent tax years. This
limitation, imposed by Section 382 of the Internal Revenue Code, will apply if
the applicable Acquired Fund's shareholders own less than 50% of the combined
fund immediately after its Reorganization. This limitation is imposed on an
annual basis. Losses in excess of the limitation may be carried forward,
subject to generally applicable limitations. If applicable, the annual
limitation described in this paragraph for periods following the applicable
Reorganization generally will equal the product of the net asset value of the
applicable Acquired Fund immediately prior to the Reorganization and the
"long-term tax-exempt rate," published by the Internal Revenue Service, in
effect at the time of the Reorganization (as of July 31, 2017, the annual
limitation would be $1,168,885). This limitation may be prorated in the taxable
year in which the applicable Reorganization occurs based on the number of days
remaining after the Closing Date in such taxable year.
Third, each Reorganization may result in limitations on the combined
fund's ability to use loss carryforwards of the Acquiring Fund, a portion of
losses recognized by the Acquiring Fund in the taxable year in which the
Reorganization occurs, and, in certain cases, a net unrealized loss inherent in
the assets of the Acquiring Fund at the time of the Reorganization. This
limitation will apply if the Acquiring Fund's shareholders own less than 50% of
the combined fund immediately after the applicable Reorganization. These
limitations are imposed on an annual basis. Losses in excess of the limitations
may be carried forward, subject to the generally applicable limitations on the
carryforward of losses. The aggregate annual limitation described in this
paragraph for periods following the applicable Reorganization generally will
equal the product of the net asset value of the Acquiring Fund immediately
prior to the Reorganization and the "long-term tax-exempt rate," published by
the Internal Revenue Service, in effect at the time of the Reorganization (as
of July 31, 2017, the annual limitation would be $1,168,885). This limitation
may be prorated in the taxable year in which the applicable Reorganization
occurs based on the number of days remaining after the Closing Date in such
taxable year.
Fourth, as to each Reorganization, if the Acquired Fund or the Acquiring
Fund has a net unrealized gain inherent in its assets at the time of the
Reorganization, then, under certain circumstances, the combined fund may not
offset that gain, to the extent realized within five years of the
Reorganization, by a carryforward of pre-Reorganization losses (other than a
carryforward of pre-Reorganization losses of the fund with the net unrealized
gain) or, in certain cases, by a net unrealized loss inherent at the time of
the Reorganization in the assets of the other fund. This limitation will
generally apply if the Acquiring Fund's or the applicable Acquired Fund's
unrealized capital gains as of the date of the applicable Reorganization are
greater than $10,000,000 or 15% of the fair market value of its assets as of
the Closing Date.
As of July 31, 2017, the funds had the following net unrealized gains or
losses and current-year net realized capital gains or losses:
Fund Current-Year Realized Capital Gains/(Losses) Net Unrealized Gains/(Losses)
--------------------------------------------------------------------------------------------------------------------------------
Pioneer Solutions -- Conservative Fund $0 $1,821,912
--------------------------------------------------------------------------------------------------------------------------------
Pioneer Solutions -- Growth Fund ($1,427,838) $36,055,988
--------------------------------------------------------------------------------------------------------------------------------
Pioneer Solutions -- Balanced Fund $0 $15,746,285
--------------------------------------------------------------------------------------------------------------------------------
Fifth, any capital loss carryforwards from prior years, any net
current-year capital losses, and, potentially, any unrealized capital losses
will benefit the shareholders of the combined fund, rather than only the
shareholders of the combining fund that incurred the loss. Even if a particular
limitation described above would not be triggered solely by a particular
Reorganization, the limitation may be triggered by the Reorganization and one
or more other transactions entered into by the Acquiring Fund or the applicable
Acquired Fund (including, potentially, the Reorganization of the other Acquired
Fund). By reason of the foregoing rules, shareholders of an Acquired Fund that
are not generally exempt from federal income taxation may pay more taxes, or
pay taxes sooner, than they otherwise would have if the Acquired Fund's
Reorganization did not occur.
40
TERMS OF THE AGREEMENT AND PLAN OF REORGANIZATION
The Reorganizations
o Each Reorganization is scheduled to occur as of the close of business
on January 19, 2018 but may occur on such later date as the parties
may agree to in writing.
o Each Acquired Fund will transfer all of its assets to the Acquiring
Fund. The Acquiring Fund will assume all of the Acquired Fund's
liabilities. The net asset value of each Pioneer Fund will be computed
as of the close of regular trading on the New York Stock Exchange on
the Closing Date.
o The Acquiring Fund will issue Class A, Class C, Class R and Class Y
shares to each Acquired Fund with an aggregate net asset value equal
to the aggregate net asset value of the Acquired Fund's Class A, Class
C, Class R and Class Y shares, respectively.
o Shares of the Acquiring Fund will immediately be distributed to you on
a class-by-class basis in proportion to the relative net asset value
of your holdings of shares of each class of the applicable Acquired
Fund on the Closing Date. As a result, each Acquired Fund's Class A,
Class C, Class R and Class Y shareholders will end up as Class A,
Class C, Class R and Class Y shareholders, respectively, of the
Acquiring Fund. The shares of each class of Acquiring Fund shares that
you receive in a Reorganization will have the same aggregate net asset
value as your holdings of shares of the corresponding class of the
applicable Acquired Fund immediately prior to the Reorganization. The
net asset value attributable to a class of shares of each fund will be
determined using the Pioneer Funds' valuation policies and procedures.
Each fund's valuation policies and procedures are identical.
o After the shares are issued, the applicable Acquired Fund will be
dissolved.
o No sales load, contingent deferred sales charge, commission,
redemption fee or other transactional fee will be charged as a result
of the Reorganizations. After each Reorganization, any contingent
deferred sales charge that applied to Class A (if applicable) or Class
C shares of the Acquired Fund at the time of the Reorganization will
continue to apply for the remainder of the applicable holding period
at the time of the Reorganization. In calculating any applicable
contingent deferred sales charge, the period during which you held
your shares will be included in the holding period of the shares of
the combined fund you receive as a result of the applicable
Reorganization.
o Each Reorganization, itself, generally is not expected to result in
gain or loss being recognized for federal income tax purposes by
shareholders of your fund or the Acquiring Fund, or by either your
fund or the Acquiring Fund, except as set forth below under the
heading "Tax Status of the Reorganizations." A Reorganization will not
take place unless both funds involved in the Reorganization receive a
tax opinion from Morgan, Lewis & Bockius LLP, counsel to the funds, as
described below under the heading "Tax Status of the Reorganizations."
Agreement and Plan of Reorganization
The Agreement and Plan of Reorganization with respect to the
Reorganizations is attached as Exhibit A to this Information
Statement/Prospectus. Material provisions of the Agreement and Plan of
Reorganization are described below, but are qualified in their entirety by the
attached copy.
Cancellation of Share Certificates. If your shares are represented by one
or more share certificates before the Closing Date, on the Closing Date all
certificates will be canceled, will no longer evidence ownership of the
applicable Acquired Fund's shares and will evidence ownership of shares of the
combined fund. The combined fund will not issue share certificates in the
Reorganizations.
Conditions to Closing the Reorganization. The obligation of each Acquired
Fund to consummate its Reorganization with the Acquiring Fund is subject to the
satisfaction of certain conditions, including the performance by the Acquiring
Fund of all its obligations under the Agreement and Plan of Reorganization and
the receipt of all consents, orders and permits necessary to consummate the
Reorganization (see Agreement and Plan of Reorganization, Section 6).
The obligation of the Acquiring Fund to consummate a Reorganization with
an Acquired Fund is subject to the satisfaction of certain conditions,
including such Acquired Fund's performance of all of its obligations under the
Agreement and Plan of Reorganization, the receipt of certain documents and
financial statements from such Acquired Fund and the receipt of all consents,
orders and permits necessary to consummate the Reorganization (see Agreement
and Plan of Reorganization, Section 7).
The funds' obligations are subject to the receipt of a favorable opinion
of Morgan, Lewis & Bockius LLP as to the federal income tax consequences of the
applicable Reorganization (see Agreement and Plan of Reorganization, Section
8.4).
41
Termination of Agreement and Plan of Reorganization. The Board of Trustees
of any fund involved in a Reorganization may terminate the Agreement and Plan
of Reorganization with respect to that Reorganization at any time before the
Closing Date of such Reorganization, if the Board believes that proceeding with
such Reorganization would no longer be in the best interests of shareholders of
the applicable fund.
Expenses of the Reorganization. Each Acquired Fund will bear approximately
25% of the expenses incurred in connection with the Reorganization of such
Acquired Fund, including expenses associated with the preparation, printing and
mailing of any shareholder communications (including this Information
Statement/Prospectus), any filings with the SEC and other governmental agencies
in connection with the Reorganization, audit fees and legal fees
("Reorganization Costs"). The Acquiring Fund agrees to bear 25% of the
Reorganization Costs incurred in connection with each Reorganization. Amundi
Pioneer will bear the remaining 50% of the Reorganization Costs. Expenses will,
however, be paid by the party directly incurring the expenses to the extent
that the payment by another person would result in a failure by any fund to
qualify for treatment as a "regulated investment company" within the meaning of
Section 851 of the Internal Revenue Code or would prevent a Reorganization from
qualifying as a "reorganization" within the meaning of Section 368 of the
Internal Revenue Code or otherwise result in the imposition of tax on a fund or
on a fund's shareholders.
TAX STATUS OF THE REORGANIZATIONS
Each Reorganization is conditioned upon the receipt by the applicable
Acquired Fund and the Acquiring Fund of an opinion from Morgan, Lewis & Bockius
LLP, counsel to the Pioneer Funds, substantially to the effect that, for
federal income tax purposes:
o The transfer to the Acquiring Fund of all of your fund's assets in
exchange solely for the issuance of the Acquiring Fund's shares to
your fund and the assumption of all of your fund's liabilities by the
Trust, on behalf of the Acquiring Fund, followed by the distribution
of the Acquiring Fund's shares to the shareholders of your fund in
complete liquidation of your fund, will constitute a "reorganization"
within the meaning of Section 368(a) of the Internal Revenue Code, and
each of your fund and the Acquiring Fund will be a "party to a
reorganization" within the meaning of Section 368(b) of the Internal
Revenue Code;
o No gain or loss will be recognized by your fund in the Reorganization
upon (1) the transfer of all of its assets to the Acquiring Fund and
the assumption of all of its liabilities by the Acquiring Fund as
described above or (2) the distribution by your fund of the Acquiring
Fund's shares to your fund's shareholders in complete liquidation of
your fund, except for (A) any gain or loss that may be recognized with
respect to "section 1256 contracts" as defined in Section 1256(b) of
the Internal Revenue Code, (B) any gain that may be recognized on the
transfer of stock in a "passive foreign investment company" as defined
in Section 1297(a) of the Internal Revenue Code, and (C) any other
gain or loss that may be required to be recognized as a result of the
closing of your fund's taxable year or upon the transfer of an asset
regardless of whether such transfer would otherwise be a
non-recognition transaction under the Internal Revenue Code;
o The tax basis in the hands of the Acquiring Fund of the assets of your
fund transferred to the Acquiring Fund in the Reorganization will be
the same as the tax basis of those assets in the hands of your fund
immediately before the transfer of those assets, increased by the
amount of gain (or decreased by the amount of loss), if any,
recognized by your fund on the transfer;
o The holding period in the hands of the Acquiring Fund of each asset of
your fund transferred to the Acquiring Fund in the Reorganization,
other than assets with respect to which gain or loss is required to be
recognized in the Reorganization, will include the period during which
that asset was held by your fund (except where investment activities
of the Acquiring Fund will have the effect of reducing or eliminating
the holding period with respect to an asset);
o No gain or loss will be recognized by the Acquiring Fund upon its
receipt of your fund's assets solely in exchange for shares of the
Acquiring Fund and the assumption of your fund's liabilities as part
of the Reorganization;
o You will not recognize gain or loss upon the exchange of your shares
for shares of the Acquiring Fund as part of the Reorganization;
o The aggregate tax basis of the Acquiring Fund shares you receive in
the Reorganization will be the same as the aggregate tax basis of the
shares of your fund that you surrender in the exchange; and
o The holding period of the Acquiring Fund shares you receive in the
Reorganization will include the holding period of the shares of your
fund that you surrender in the exchange, provided that you hold the
shares of your fund as capital assets on the date of the exchange.
In rendering such opinion, counsel shall rely upon, among other things,
certain facts, assumptions and representations of your fund and the Acquiring
Fund. The condition that each fund receives such an opinion may not be waived.
42
No tax ruling has been or will be received from the Internal Revenue
Service ("IRS") in connection with either Reorganization. An opinion of counsel
is not binding on the IRS or a court, and no assurance can be given that the
IRS would not assert, or a court would not sustain, a contrary position.
Immediately prior to the applicable Reorganization, your fund is expected
to declare and pay a dividend, which, together with all previous dividends, is
intended to have the effect of distributing to your fund's shareholders all of
your fund's investment company taxable income (computed without regard to the
dividends-paid deduction), all of its net tax-exempt income, and all of its net
capital gain (after deduction of any available capital loss carryover) for
taxable years ending on or prior to the applicable Closing Date. The amounts of
such distributions are estimated as of July 31, 2017 to be as set forth in the
table below. The amounts set forth in the table below are estimates based on
each fund's income and capital gains expected to be realized as if its taxable
year ended on the Closing Date. Amounts actually distributed to shareholders
immediately prior to the Reorganization may be higher or lower than the amounts
set forth in the table below
Fund Distribution Amount (per share)
--------------------------------------------------------------------------
Pioneer Solutions -- Conservative Fund $0.10 of ordinary income
--------------------------------------------------------------------------
Pioneer Solutions -- Growth Fund $0.29 of long-term capital gains
--------------------------------------------------------------------------
Pioneer Solutions -- Balanced Fund <$0.01 of ordinary income
--------------------------------------------------------------------------
Any such distributions will generally result in taxable income to you.
The foregoing discussion is very general and does not take into account
any considerations that may apply to certain classes of taxpayers who are
subject to special circumstances, such as shareholders who are not citizens of
or residents of the United States, insurance companies, tax-exempt
organizations, financial institutions, dealers in securities or foreign
currencies, or persons who hold their shares as part of a straddle or
conversion transaction. You should consult your tax adviser for the particular
tax consequences to you of the transaction, including the applicability of any
state, local or foreign tax laws.
43
CLASSES OF SHARES OF THE FUNDS
The table below provides information regarding the characteristics and fee
structure of Class A, Class C, Class R and Class Y shares of the Pioneer Funds.
The policies disclosed below apply to each Pioneer Fund.
Class A The Class A shares of each Pioneer Fund have the same characteristics and fee structure.
sales charges o Class A shares are offered with an initial sales charge of up to 5.75% of the offering price, which is reduced
and fees or waived for large purchases and certain types of investors. At the time of your purchase, your investment
firm may receive a commission from the distributor of up to 5%, declining as the size of your investment
increases.
o There is no contingent deferred sales charge, except in certain circumstances when no initial sales charge is
charged.
o Class A shares are subject to distribution and service (12b-1) fees of 0.25% of average daily net assets.
------------------------------------------------------------------------------------------------------------------------------------
Class C The Class C shares of each Pioneer Fund have the same characteristics and fee structure.
sales charges o Class C shares are offered without an initial sales charge.
and fees o Class C shares are subject to a contingent deferred sales charge of 1% if you sell your shares within one year
of purchase. Your investment firm may receive a commission from the distributor at the time of your
purchase of up to 1%.
o Class C shares are subject to distribution and service (12b-1) fees of 1.00% of average daily net assets.
o Class C shares do not convert to another share class.
o The maximum purchase amount (per transaction) for Class C shares is $499,999.
------------------------------------------------------------------------------------------------------------------------------------
Class R The Class R shares of each Pioneer Fund have the same characteristics and fee structure.
sales charges o Class R shares are offered without an initial sales charge.
and fees o Class R shares are not subject to a contingent deferred sales charge.
o Class R shares are subject to distribution (12b-1) fees of 0.50% of average daily net assets. A separate
service plan provides for payment to financial intermediaries of up to 0.25% of average daily net assets.
o Class R shares are generally available only through certain tax-deferred retirement plans and related
accounts.
------------------------------------------------------------------------------------------------------------------------------------
Class Y The Class Y shares of each Pioneer Fund have the same characteristics and fee structure.
sales charges o Class Y shares are offered without an initial sales charge.
and fees o Class Y shares are not subject to a contingent deferred sales charge.
o Class Y shares are not subject to distribution and service (12b-1) fees.
o Initial investments are subject to a $5 million investment minimum, which may be waived in some
circumstances.
44
BUYING, EXCHANGING AND SELLING SHARES OF THE FUNDS
The table below provides information regarding how to buy, exchange and
sell shares of the Pioneer Funds. The policies disclosed below apply to each
Pioneer Fund.
-------------------------------------------------------------------------------------------------------------------------------
Buying, Exchanging and Selling Shares
-------------------------------------------------------------------------------------------------------------------------------
Buying shares You may buy fund shares from any financial intermediary that has a sales agreement or other
arrangement with the distributor.
You can buy shares at net asset value per share plus any applicable sales charge. The distributor may
reject any order until it has confirmed the order in writing and received payment. Normally, your financial
intermediary will send your purchase request to the fund's transfer agent. Consult your investment
professional for more information. Your investment firm receives a commission from the distributor, and
may receive additional compensation from Amundi Pioneer, for your purchase of fund shares.
-------------------------------------------------------------------------------------------------------------------------------
Minimum initial Your initial investment for Class A or Class C shares must be at least $1,000. Additional investments
investment must be at least $100 for Class A shares and $500 for Class C shares. The initial investment for Class Y
shares must be at least $5 million. This amount may be invested in one or more of the Pioneer mutual
funds that currently offer Class Y shares. There is no minimum additional investment amount for Class Y
shares. There is no minimum investment amount for Class R shares.
You may qualify for lower initial or subsequent investment minimums if you are opening a retirement
plan account, establishing an automatic investment plan or placing your trade through your investment
firm. The fund may waive the initial or subsequent investment minimums. Minimum investment amounts
may be waived for, among other things, share purchases made through certain mutual fund programs
(e.g., asset based fee program accounts) sponsored by qualified intermediaries, such as broker-dealers
and investment advisers, that have entered into an agreement with Amundi Pioneer.
-------------------------------------------------------------------------------------------------------------------------------
Maximum purchase Purchases of each Pioneer Fund shares are limited to $499,999 for Class C shares. These limits are
amounts applied on a per transaction basis. There is no maximum purchase for Class A, Class R or Class Y shares.
-------------------------------------------------------------------------------------------------------------------------------
Exchanging shares You may, under certain circumstances, exchange your shares for shares of the same class of another
Pioneer mutual fund.
Your exchange request must be for at least $1,000. The fund allows you to exchange your shares at net
asset value without charging you either an initial or contingent deferred sales charge at the time of the
exchange. Shares you acquire as part of an exchange will continue to be subject to any contingent
deferred sales charge that applies to the shares you originally purchased. When you ultimately sell your
shares, the date of your original purchase will determine your contingent deferred sales charge.
Before you request an exchange, consider each fund's investment objective and policies as described in
the fund's prospectus. You generally will have to pay income taxes on an exchange.
-------------------------------------------------------------------------------------------------------------------------------
Selling shares Your shares will be sold at the share price (net asset value less any applicable sales charge) next
calculated after the fund or its authorized agent, such as a broker-dealer, receives your request in good
order. If a signature guarantee is required, you must submit your request in writing.
If the shares you are selling are subject to a deferred sales charge, it will be deducted from the sale
proceeds. Each Pioneer Fund generally will send your sale proceeds by check, bank wire or electronic
funds transfer. Your redemption proceeds normally will be sent within 1 business day after your request
is received in good order, but in any event within 7 days, regardless of the method the Pioneer Fund uses
to make such payment. If you recently sent a check to purchase the shares being sold, the Pioneer Fund
may delay payment of the sale proceeds until your check has cleared. This may take up to 10 calendar
days from the purchase date.
Your redemption proceeds may be delayed, or your right to receive redemption proceeds suspended, if
the New York Stock Exchange is closed (other than on weekends or holidays) or trading is restricted, if
the Securities and Exchange Commission determines an emergency or other circumstances exist that
make it impracticable for a Pioneer Fund to sell or value its portfolio securities, or otherwise as permitted
by the rules of or by the order of the Securities and Exchange Commission.
45
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Buying, Exchanging and Selling Shares
-----------------------------------------------------------------------------------------------------------------------------
If you are selling shares from a non-retirement account or certain IRAs, you may use any of the methods
described below. If you are selling shares from a retirement account other than an IRA, you must make
your request in writing.
You generally will have to pay income taxes on a sale.
If you must use a written request to exchange or sell your shares and your account is registered in the
name of a corporation or other fiduciary you must include the name of an authorized person and a
certified copy of a current corporate resolution, certificate of incumbency or similar legal document
showing that the named individual is authorized to act on behalf of the record owner.
Under normal circumstances, a Pioneer Fund expects to meet redemption requests by using cash or cash
equivalents in its portfolio and/or selling portfolio assets to generate cash. Each Pioneer Fund also may
pay redemption proceeds using cash obtained through a committed, unsecured revolving credit facility,
an interfund lending facility, and other borrowing arrangements that may be available from time to time.
Each Pioneer Fund reserves the right to redeem in kind, that is, to pay all or a portion of your redemption
proceeds by giving you securities. Securities you receive this way may increase or decrease in value
while you hold them and you may incur brokerage and transaction charges and tax liability when you
convert the securities to cash. Each Pioneer Fund may redeem in kind at a shareholder's request or, for
example, if the Pioneer Fund reasonably believes that a cash redemption may have a substantial impact
on the Pioneer Fund and its remaining shareholders. During periods of stressed market conditions, a
Pioneer Fund may be more likely to pay redemption proceeds by giving you securities.
-----------------------------------------------------------------------------------------------------------------------------
Net asset value The fund's net asset value is the value of its securities plus any other assets minus its accrued operating
expenses and other liabilities. The fund calculates a net asset value for each class of shares every day the
New York Stock Exchange is open as of the scheduled close of regular trading (normally 4:00 p.m.
Eastern time). If the New York Stock Exchange closes at another time, the fund will calculate a net asset
value for each class of shares as of the scheduled closing time. On days when the New York Stock
Exchange is closed for trading, including certain holidays listed in the statement of additional
information, a net asset value is not calculated. The fund's most recent net asset value is available on the
fund's website, us.pioneerinvestments.com.
The fund generally values its equity securities and certain derivative instruments that are traded on an
exchange using the last sale price on the principal exchange on which they are traded. Equity securities
that are not traded on the date of valuation, or securities for which no last sale prices are available, are
valued at the mean between the last bid and asked prices or, if both last bid and asked prices are not
available, at the last quoted bid price. Last sale, bid and asked prices are provided by independent third
party pricing services. In the case of equity securities not traded on an exchange, prices are typically
determined by independent third party pricing services using a variety of techniques and methods. The
fund may use a fair value model developed by an independent pricing service to value non-U.S. equity
securities.
The fund generally values debt securities and certain derivative instruments by using the prices supplied
by independent third party pricing services. A pricing service may use market prices or quotations from
one or more brokers or other sources, or may use a pricing matrix or other fair value methods or
techniques to provide an estimated value of the security or instrument. A pricing matrix is a means of
valuing a debt security on the basis of current market prices for other debt securities, historical trading
patterns in the market for fixed income securities and/or other factors. Non-U.S. debt securities that are
listed on an exchange will be valued at the bid price obtained from an independent third party pricing
service.
To the extent that the fund invests in shares of other mutual funds that are not traded on an exchange,
such shares of other mutual funds are valued at their net asset values as provided by those funds. The
prospectuses for those funds explain the circumstances under which those funds will use fair value
pricing methods and the effects of using fair value pricing methods.
46
----------------------------------------------------------------------------------------------------------------------------
Buying, Exchanging and Selling Shares
----------------------------------------------------------------------------------------------------------------------------
The valuations of securities traded in non-U.S. markets and certain fixed income securities will generally
be determined as of the earlier closing time of the markets on which they primarily trade. When the fund
holds securities or other assets that are denominated in a foreign currency, the fund will normally use the
currency exchange rates as of 3:00 p.m. (Eastern time). Non-U.S. markets are open for trading on
weekends and other days when the fund does not price its shares. Therefore, the value of the fund's
shares may change on days when you will not be able to purchase or redeem fund shares.
When independent third party pricing services are unable to supply prices for an investment, or when
prices or market quotations are considered by Amundi Pioneer to be unreliable, the value of that security
may be determined using quotations from one or more broker-dealers. When such prices or quotations
are not available, or when they are considered by Amundi Pioneer to be unreliable, the fund uses fair
value methods to value its securities pursuant to procedures adopted by the Board of Trustees. The fund
also may use fair value methods if it is determined that a significant event has occurred between the time
at which a price is determined and the time at which the fund's net asset value is calculated. Because the
fund may invest in securities rated below investment grade -- some of which may be thinly traded and
for which prices may not be readily available or may be unreliable -- the fund may use fair value
methods more frequently than funds that primarily invest in securities that are more widely traded.
Valuing securities using fair value methods may cause the net asset value of the fund's shares to differ
from the net asset value that would be calculated only using market prices.
The prices used by the fund to value its securities may differ from the amounts that would be realized if
these securities were sold and these differences may be significant, particularly for securities that trade
in relatively thin markets and/or markets that experience extreme volatility.
47
ADDITIONAL INFORMATION ABOUT THE PIONEER FUNDS
Investment adviser
Amundi Pioneer Asset Management, Inc., as each fund's investment adviser (the
"Adviser"), selects the fund's investments and oversees the fund's operations.
Amundi Pioneer is an indirect wholly owned subsidiary of Amundi and Amundi's
wholly owned subsidiary, Amundi USA, Inc. Amundi, one of the world's largest
asset managers, is headquartered in Paris, France. As of September 30, 2017,
Amundi had more than $1.6 trillion in assets under management worldwide. As of
September 30, 2017, Amundi Pioneer (and its U.S. affiliates) had over $88
billion in assets under management.
Amundi Pioneer Asset Management, Inc.'s main office is at 60 State Street,
Boston, Massachusetts 02109.
The firm's U.S. mutual fund investment history includes creating one of the
first mutual funds in 1928.
On July 3, 2017, Amundi acquired Pioneer Investments, a group of asset
management companies located throughout the world, including the funds'
investment adviser. Prior to July 3, 2017, Pioneer Investments was owned by
Pioneer Global Asset Management S.p.A., a wholly owned subsidiary of UniCredit
S.p.A. Prior to July 3, 2017, the funds' investment adviser was named Pioneer
Investment Management, Inc. A new investment management contract between each
fund and the investment adviser became effective on July 3, 2017.
The Adviser has received an order from the Securities and Exchange Commission
that permits Amundi Pioneer, subject to the approval of each Pioneer Fund's
Board of Trustees, to hire and terminate a subadviser that is not affiliated
with Amundi Pioneer (an "unaffiliated subadviser") or to materially modify an
existing subadvisory contract with an unaffiliated subadviser for the Pioneer
Fund without shareholder approval. Amundi Pioneer retains the ultimate
responsibility to oversee and recommend the hiring, termination and replacement
of any unaffiliated subadviser.
Portfolio managers
Day-to-day management of the combined fund's portfolio is the responsibility of
Kenneth J. Taubes and Marco Pirondini. Mr. Taubes and Mr. Pirondini may draw
upon the research and investment management expertise of the firm's research
teams, which provide fundamental and quantitative research on companies on a
global basis, and include members from one or more of Amundi Pioneer's
affiliates.
Mr. Taubes is Chief Investment Officer, U.S. and Executive Vice President at
Amundi Pioneer. Mr. Taubes is responsible for overseeing the U.S. and global
fixed income teams. He joined Amundi Pioneer as a Senior Vice President in
September 1998 and has been an investment professional since 1982.
Mr. Pirondini is Executive Vice President and Head of Equities U.S. at Amundi
Pioneer. From 2004 until 2010, Mr. Pirondini was Global Chief Investment
Officer of Amundi Pioneer, overseeing equity, fixed income, balanced and
quantitative portfolio management, and quantitative and fundamental research
divisions. Mr. Pirondini joined a predecessor organization to Amundi Pioneer in
1991.
Distributor
Amundi Pioneer Distributor, Inc. is each Pioneer Fund's distributor. Each
Pioneer Fund compensates the distributor for its services. The distributor is
an affiliate of Amundi Pioneer. Prior to July 3, 2017, the funds' distributor
was named Pioneer Funds Distributor, Inc.
Disclosure of portfolio holdings
Each Pioneer Fund's policies and procedures with respect to the disclosure of
its portfolio securities are described in the fund's statement of additional
information.
Distribution and service arrangements
-------------------------------------
Distribution Plan
Each Pioneer Fund has adopted a distribution plan for its Class A, Class C and
Class R shares in accordance with Rule 12b-1 under the 1940 Act. Under each
plan, a Pioneer Fund pays distribution and service fees to the distributor.
Because these fees are an ongoing expense of a Pioneer Fund, over time they
increase the cost of your investment and your shares may cost more than shares
that are subject to other types of sales charges.
48
Class R shares service plan
Each Pioneer Fund has adopted a separate service plan for Class R shares. Under
the service plan, the fund may pay securities dealers, plan administrators or
other financial intermediaries who agree to provide certain services to plans
or plan participants holding shares of the Pioneer Fund a service fee of up to
0.25% of average daily net assets attributable to Class R shares held by such
plan participants. The services provided under the service plan include acting
as a shareholder of record, processing purchase and redemption orders,
maintaining participant account records and answering participant questions
regarding the Pioneer Fund.
Additional Payments to Financial Intermediaries
Your financial intermediary may receive compensation from a Pioneer Fund,
Amundi Pioneer or its affiliates for the sale of fund shares and related
services. Compensation may include sales commissions and distribution and
service (Rule 12b-1) fees, as well as compensation for administrative services
and transaction processing.
Amundi Pioneer or its affiliates may make additional payments to your financial
intermediary. These payments may provide your financial intermediary with an
incentive to favor the Pioneer funds over other mutual funds or assist the
distributor in its efforts to promote the sale of a Pioneer Fund's shares.
Financial intermediaries include broker-dealers, banks (including bank trust
departments), registered investment advisers, financial planners, retirement
plan administrators and other types of intermediaries.
Amundi Pioneer or its affiliates make these additional payments (sometimes
referred to as "revenue sharing") to financial intermediaries out of its own
assets, which may include profits derived from services provided to a Pioneer
Fund, or from the retention of a portion of sales charges or distribution and
service fees. Amundi Pioneer may base these payments on a variety of criteria,
including the amount of sales or assets of the Pioneer funds attributable to
the financial intermediary or as a per transaction fee.
Not all financial intermediaries receive additional compensation and the amount
of compensation paid varies for each financial intermediary. In certain cases,
these payments may be significant. Amundi Pioneer determines which firms to
support and the extent of the payments it is willing to make, generally
choosing firms that have a strong capability to effectively distribute shares
of the Pioneer funds and that are willing to cooperate with Amundi Pioneer's
promotional efforts. Amundi Pioneer also may compensate financial
intermediaries (in addition to amounts that may be paid by the fund) for
providing certain administrative services and transaction processing services.
Amundi Pioneer may benefit from revenue sharing if the intermediary features
the Pioneer funds in its sales system (such as by placing certain Pioneer funds
on its preferred fund list or giving access on a preferential basis to members
of the financial intermediary's sales force or management). In addition, the
financial intermediary may agree to participate in the distributor's marketing
efforts (such as by helping to facilitate or provide financial assistance for
conferences, seminars or other programs at which Amundi Pioneer personnel may
make presentations on the Pioneer funds to the intermediary's sales force). To
the extent intermediaries sell more shares of the Pioneer funds or retain
shares of the Pioneer funds in their clients' accounts, Amundi Pioneer receives
greater management and other fees due to the increase in the Pioneer funds'
assets. The intermediary may earn a profit on these payments if the amount of
the payment to the intermediary exceeds the intermediary's costs.
The compensation that Amundi Pioneer pays to financial intermediaries is
discussed in more detail in a Pioneer Fund's statement of additional
information. Your intermediary may charge you additional fees or commissions
other than those disclosed in this prospectus. Intermediaries may categorize
and disclose these arrangements differently than in the discussion above and in
the statement of additional information. You can ask your financial
intermediary about any payments it receives from Amundi Pioneer or the Pioneer
funds, as well as about fees and/or commissions it charges.
Amundi Pioneer and its affiliates may have other relationships with your
financial intermediary relating to the provision of services to the Pioneer
funds, such as providing omnibus account services or effecting portfolio
transactions for the Pioneer funds. If your intermediary provides these
services, Amundi Pioneer or the Pioneer funds may compensate the intermediary
for these services. In addition, your intermediary may have other relationships
with Amundi Pioneer or its affiliates that are not related to the Pioneer
funds.
Choosing a Class of Shares
--------------------------
See "Classes of Shares of the Funds" for information regarding the
characteristics and fee structure of Class A, Class C, Class R and Class Y
shares of the Pioneer Funds.
Each class has different eligibility requirements, sales charges and
expenses, allowing you to choose the class that best meets your needs.
49
Factors you should consider include:
o The eligibility requirements that apply to purchases of a particular
share class
o The expenses paid by each class
o The initial sales charges and contingent deferred sales charges
("CDSCs"), if any, applicable to each class
o Whether you qualify for any reduction or waiver of sales charges
o How long you expect to own the shares
o Any services you may receive from a financial intermediary
Your investment professional can help you determine which class meets your
goals. Your investment professional or financial intermediary may receive
different compensation depending upon which class you choose.
For information on each Pioneer Fund's expenses, please see "Comparison of Fees
and Expenses." The availability of certain sales charge waivers and discounts
may depend on whether you purchase your shares directly from the fund or
through a financial intermediary. Specific intermediaries may have different
policies and procedures regarding the availability of front-end sales charge
waivers or contingent deferred (back-end) sales charge (CDSC) waivers, which
are discussed under "Intermediary defined sales charge waiver policies." In all
instances, it is the purchaser's responsibility to notify the fund or the
purchaser's financial intermediary at the time of purchase of any relationship
or other facts qualifying the purchaser for sales charge waivers or discounts.
For waivers and discounts not available through a particular intermediary,
shareholders will have to purchase fund shares directly from the fund or
through another intermediary to receive these waivers or discounts. Please see
the "Intermediary defined sales charge waiver policies" section to determine
any sales charge discounts and waivers that may be available to you through
your financial intermediary.
Share class eligibility -- Class R shares
-----------------------------------------
Class R shares are available to certain tax-deferred retirement plans (including
401(k) plans, employer-sponsored 403(b) plans, 457 plans, profit sharing and
money purchase pension plans, defined benefit plans and non-qualified deferred
compensation plans) held in plan level or omnibus accounts. Class R shares also
are available to IRAs that are rollovers from eligible retirement plans that
offered one or more Class R share Pioneer funds as investment options and to
individual 401(k) plans. Class R shares are not available to non-retirement
accounts, traditional or Roth IRAs, Coverdell Education Savings Accounts, SEPs,
SAR-SEPs, SIMPLE IRAs, individual 403(b)s and most individual retirement
accounts or retirement plans that are not subject to the Employee Retirement
Income Security Act of 1974 (ERISA).
Initial Sales Charge (Class A Shares Only)
------------------------------------------
You pay the offering price (the net asset value per share plus any initial
sales charge) when you buy Class A shares unless you qualify to purchase shares
at net asset value. You pay a lower sales charge as the size of your investment
increases. You do not pay a sales charge when you reinvest dividends or capital
gain distributions paid by a Pioneer Fund.
Sales Charges for Class A Shares
-------------------------------------------------------------------------------------------------
Sales charge as % of
-------------------------------------------------------------------------------------------------
Amount of Purchase Offering price Net amount invested
-------------------------------------------------------------------------------------------------
Less than $50,000 5.75 6.10
-------------------------------------------------------------------------------------------------
$50,000 but less than $100,000 4.50 4.71
-------------------------------------------------------------------------------------------------
$100,000 but less than $250,000 3.50 3.63
-------------------------------------------------------------------------------------------------
$250,000 but less than $500,000 2.50 2.56
-------------------------------------------------------------------------------------------------
$500,000 or more -0- -0-
-------------------------------------------------------------------------------------------------
The dollar amount of the sales charge is the difference between the offering
price of the shares purchased (based on the applicable sales charge in the
table) and the net asset value of those shares. Since the offering price is
calculated to two decimal places using standard rounding methodology, the
dollar amount of the sales charge as a percentage of the offering price and of
the net amount invested for any particular purchase of Pioneer Fund shares may
be higher or lower due to rounding.
50
Reduced sales charges -- Class A shares
You may qualify for a reduced Class A sales charge if you own or are purchasing
shares of Pioneer mutual funds. The investment levels required to obtain a
reduced sales charge are commonly referred to as "breakpoints." Amundi Pioneer
offers two principal means of taking advantage of breakpoints in sales charges
for aggregate purchases of Class A shares of the Pioneer funds over time if:
o The amount of shares you own of the Pioneer funds plus the amount you
are investing now is at least $50,000 (Rights of accumulation)
o You plan to invest at least $50,000 over the next 13 months (Letter of
intent)
The availability of certain sales charge waivers and discounts may depend on
whether you purchase your shares directly from a Pioneer Fund or through a
financial intermediary. Please see the "Intermediary defined sales charge
waiver policies" section for more information.
Rights of accumulation -- Class A shares only
If you qualify for rights of accumulation, your sales charge will be based on
the combined value (at the current offering price) of all your Pioneer mutual
fund shares, the shares of your spouse and the shares of any children under the
age of 21.
Letter of intent -- Class A shares only
You can use a letter of intent to qualify for reduced sales charges in two
situations:
o If you plan to invest at least $50,000 (excluding any reinvestment of
dividends and capital gain distributions) in a Pioneer Fund's Class A
shares during the next 13 months
o If you include in your letter of intent the value (at the current
offering price) of all of your Class A shares of a Pioneer Fund and
Class A or Class C shares of all other Pioneer mutual fund shares held
of record in the amount used to determine the applicable sales charge
for Pioneer Fund shares you plan to buy
Completing a letter of intent does not obligate you to purchase additional
shares, but if you do not buy enough shares to qualify for the projected level
of sales charges by the end of the 13-month period (or when you sell your
shares, if earlier), the distributor will recalculate your sales charge. Any
share class for which no sales charge is paid cannot be included under the
letter of intent. For more information regarding letters of intent, please
contact your investment professional or obtain and read the statement of
additional information.
Qualifying for a reduced Class A sales charge
In calculating your total account value in order to determine whether you have
met sales charge breakpoints, you can include your Pioneer mutual fund shares,
those of your spouse and the shares of any children under the age of 21. Amundi
Pioneer will use each fund's current offering price to calculate your total
account value. Certain trustees and fiduciaries may also qualify for a reduced
sales charge.
To receive a reduced sales charge, you or your investment professional must, at
the time of purchase, notify the distributor of your eligibility. In order to
verify your eligibility for a discount, you may need to provide your investment
professional or the fund with information or records, such as account numbers
or statements, regarding shares of the fund or other Pioneer mutual funds held
in all accounts by you, your spouse or children under the age of 21 with that
investment professional or with any other financial intermediary. Eligible
accounts may include joint accounts, retirement plan accounts, such as IRA and
401(k) accounts, and custodial accounts, such as ESA, UGMA and UTMA accounts.
It is your responsibility to confirm that your investment professional has
notified the distributor of your eligibility for a reduced sales charge at the
time of sale. If you or your investment professional do not notify the
distributor of your eligibility, you will risk losing the benefits of a reduced
sales charge.
For this purpose, Pioneer mutual funds include any fund for which the
distributor is principal underwriter and, at the distributor's discretion, may
include funds organized outside the U.S. and managed by Amundi Pioneer or an
affiliate.
You can locate information regarding the reduction or waiver of sales charges
free of charge on Amundi Pioneer's website at us.pioneerinvestments.com. The
website includes hyperlinks that facilitate access to this information.
The availability of certain sales charge waivers and discounts may depend on
whether you purchase your shares directly from the fund or through a financial
intermediary. Please see the "Intermediary defined sales charge waiver
policies" section for more information.
51
Class A purchases at net asset value
You may purchase Class A shares at net asset value (without a sales charge) as
follows. If you believe you qualify for any of the Class A sales charge waivers
discussed below, contact your investment professional or the distributor. You
are required to provide written confirmation of your eligibility. You may not
resell these shares except to or on behalf of the fund.
Class A purchases at net asset value are available to:
o Current or former trustees and officers of the fund;
o Partners and employees of legal counsel to the fund (at the time of
initial share purchase);\
o Directors, officers, employees or sales representatives of Amundi
Pioneer and its affiliates (at the time of initial share purchase);
o Directors, officers, employees or sales representatives of any
subadviser or a predecessor adviser (or their affiliates) to any
investment company for which Amundi Pioneer serves as investment
adviser (at the time of initial share purchase);
o Officers, partners, employees or registered representatives of
broker-dealers (at the time of initial share purchase) which have
entered into sales agreements with the distributor;
o Employees of Regions Financial Corporation and its affiliates (at the
time of initial share purchase);
o Members of the immediate families of any of the persons above;
o Any trust, custodian, pension, profit sharing or other benefit plan of
the foregoing persons;
o Insurance company separate accounts;
o Certain wrap accounts for the benefit of clients of investment
professionals or other financial intermediaries adhering to standards
established by the distributor;
o Other funds and accounts for which Amundi Pioneer or any of its
affiliates serves as investment adviser or manager;
o Investors in connection with certain reorganization, liquidation or
acquisition transactions involving other investment companies or
personal holding companies;
o Certain unit investment trusts;
o Group employer-sponsored retirement plans with at least $500,000 in
total plan assets. Waivers for group employer-sponsored retirement
plans do not apply to traditional IRAs, Roth IRAs, SEPs, SARSEPs,
SIMPLE IRAs, KEOGHs, individual 401(k) or individual 403(b) plans, or
to brokerage relationships in which sales charges are customarily
imposed;
o Group employer-sponsored retirement plans with accounts established
with Amundi Pioneer on or before March 31, 2004 with 100 or more
eligible employees or at least $500,000 in total plan assets;
o Participants in an employer-sponsored 403(b) plan or
employer-sponsored 457 plan if (i) your employer has made special
arrangements for your plan to operate as a group through a single
broker, dealer or financial intermediary and (ii) all participants in
the plan who purchase shares of a Pioneer mutual fund do so through a
single broker, dealer or other financial intermediary designated by
your employer;
o Investors purchasing shares pursuant to the reinstatement privilege
applicable to Class A shares; and
o Shareholders of record (i.e., shareholders whose shares are not held
in the name of a broker or an omnibus account) on the date of the
reorganization of a predecessor Safeco fund into a corresponding
Pioneer fund, shareholders who owned shares in the name of an omnibus
account provider on that date that agrees with the fund to distinguish
beneficial holders in the same manner, and retirement plans with
assets invested in the predecessor Safeco fund on that date.
In addition, Class A shares may be purchased at net asset value through certain
mutual fund programs sponsored by qualified intermediaries, such as
broker-dealers and investment advisers. In each case, the intermediary has
entered into an agreement with Amundi Pioneer to include the Pioneer funds in
their program without the imposition of a sales charge. The intermediary
provides investors participating in the program with additional services,
including advisory, asset allocation, recordkeeping or other services. You
should ask your investment firm if it offers and you are eligible to
participate in such a mutual fund program and whether participation in the
program is consistent with your investment goals. The intermediaries sponsoring
or participating in these mutual fund programs also may offer their clients
other classes of shares of the funds and investors may receive different levels
of services or pay different fees
52
depending upon the class of shares included in the program. Investors should
consider carefully any separate transaction and other fees charged by these
programs in connection with investing in each available share class before
selecting a share class. Such mutual fund programs include certain
self-directed brokerage services accounts held through qualified intermediaries
that may or may not charge participating investors transaction fees.
Contingent deferred sales charges (CDSCs)
Class A shares
Purchases of Class A shares of $500,000 or more may be subject to a contingent
deferred sales charge upon redemption. A contingent deferred sales charge is
payable to the distributor in the event of a share redemption within 12 months
following the share purchase at the rate of 1% of the lesser of the value of
the shares redeemed (exclusive of reinvested dividend and capital gain
distributions) or the total cost of such shares. However, the contingent
deferred sales charge is waived for redemptions of Class A shares purchased by
an employer-sponsored retirement plan that has at least $500,000 in total plan
assets (or that has 1,000 or more eligible employees for plans with accounts
established with Amundi Pioneer on or before March 31, 2004).
Class C shares
You buy Class C shares at net asset value per share without paying an initial
sales charge. However, if you sell your Class C shares within one year of
purchase, upon redemption you will pay the distributor a contingent deferred
sales charge of 1% of the current market value or the original cost of the
shares you are selling, whichever is less.
Paying the contingent deferred sales charge (CDSC)
Several rules apply for calculating CDSCs so that you pay the lowest possible
CDSC.
o The CDSC is calculated on the current market value or the original
cost of the shares you are selling, whichever is less
o You do not pay a CDSC on reinvested dividends or distributions
o If you sell only some of your shares, the transfer agent will first
sell your shares that are not subject to any CDSC and then the
shares that you have owned the longest
o You may qualify for a waiver of the CDSC normally charged. See
"Waiver or reduction of contingent deferred sales charges"
Waiver or reduction of contingent deferred sales charges
It is your responsibility to confirm that your investment professional has
notified the distributor of your eligibility for a reduced sales charge at the
time of sale. If you or your investment professional do not notify the
distributor of your eligibility, you will risk losing the benefits of a reduced
sales charge.
The distributor may waive or reduce the CDSC for Class A shares that are
subject to a CDSC or for Class C shares if:
o The distribution results from the death of all registered account
owners or a participant in an employer-sponsored plan. For UGMAs,
UTMAs and trust accounts, the waiver applies only upon the death of
all beneficial owners;
o You become disabled (within the meaning of Section 72 of the
Internal Revenue Code) after the purchase of the shares being sold.
For UGMAs, UTMAs and trust accounts, the waiver only applies upon
the disability of all beneficial owners;
o The distribution is made in connection with limited automatic
redemptions as described in "Systematic withdrawal plans" (limited
in any year to 10% of the value of the account in the fund at the
time the withdrawal plan is established);
o The distribution is from any type of IRA, 403(b) or
employer-sponsored plan described under Section 401(a) or 457 of the
Internal Revenue Code and, in connection with the distribution, one
of the following applies:
o It is part of a series of substantially equal periodic
payments made over the life expectancy of the participant or
the joint life expectancy of the participant and his or her
beneficiary (limited in any year to 10% of the value of the
participant's account at the time the distribution amount is
established);
o It is a required minimum distribution due to the attainment of
age 70 1/2, in which case the distribution amount may exceed
10% (based solely on total plan assets held in Pioneer mutual
funds);
o It is rolled over to or reinvested in another Pioneer mutual
fund in the same class of shares, which will be subject to the
CDSC of the shares originally held; or
53
o It is in the form of a loan to a participant in a plan that
permits loans (each repayment applied to the purchase of
shares will be subject to a CDSC as though a new purchase);
o The distribution is to a participant in an employer-sponsored
retirement plan described under Section 401(a) of the Internal
Revenue Code or to a participant in an employer-sponsored 403(b)
plan or employer-sponsored 457 plan if (i) your employer has made
special arrangements for your plan to operate as a group through a
single broker, dealer or financial intermediary and (ii) all
participants in the plan who purchase shares of a Pioneer mutual
fund do so through a single broker, dealer or other financial
intermediary designated by your employer and is or is in connection
with:
o A return of excess employee deferrals or contributions;
o A qualifying hardship distribution as described in the
Internal Revenue Code;
o Due to retirement or termination of employment;
o From a qualified defined contribution plan and represents a
participant's directed transfer, provided that this privilege
has been preauthorized through a prior agreement with the
distributor regarding participant directed transfers;
o The distribution is made pursuant to the fund's right to liquidate
or involuntarily redeem shares in a shareholder's account;
o The distribution is made to pay an account's advisory or custodial
fees; or
o The distributor does not pay the selling broker a commission
normally paid at the time of the sale.
The availability of certain sales charge waivers and discounts may depend on
whether you purchase your shares directly from the fund or through a financial
intermediary. Please see the "Intermediary defined sales charge waiver
policies" section for more information.
Buying, exchanging and selling shares
-------------------------------------
Opening your account
You may open an account by completing an account application and sending it to
the fund by mail or by fax. Please call the Pioneer Fund to obtain an account
application. Certain types of accounts, such as retirement accounts, have
separate applications.
Use your account application to select options and privileges for your account.
You can change your selections at any time by sending a completed account
options form to the Pioneer Fund. You may be required to obtain a signature
guarantee to make certain changes to an existing account.
Call or write to the Pioneer Fund for account applications, account options
forms and other account information:
Pioneer Funds
P.O. Box 55014
Boston, Massachusetts 02205-5014
Telephone 1-800-225-6292
Please note that there may be a delay in receipt by the transfer agent of
applications submitted by regular mail to a post office address.
Each Pioneer Fund is generally available for purchase in the United States,
Puerto Rico, Guam, American Samoa and the U.S. Virgin Islands. Except to the
extent otherwise permitted by the Pioneer Funds' distributor, the Pioneer Funds
will only accept accounts from U.S. citizens with a U.S. address (including an
APO or FPO address) or resident aliens with a U.S. address (including an APO or
FPO address) and a U.S. taxpayer identification number.
Identity verification
To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify
and record information that identifies each person who opens an account. When
you open an account, you will need to supply your name, address, date of birth,
and other information that will allow the fund to identify you.
A Pioneer Fund may close your account if we cannot adequately verify your
identity. The redemption price will be the net asset value on the date of
redemption.
54
Investing through financial intermediaries and retirement plans
If you invest in a Pioneer Fund through your financial intermediary or through
a retirement plan, the options and services available to you may be different
from those discussed in this Information Statement/Prospectus. Shareholders
investing through financial intermediaries, programs sponsored by financial
intermediaries and retirement plans may only purchase funds and classes of
shares that are available. When you invest through an account that is not in
your name, you generally may buy and sell shares and complete other
transactions only through the account. Ask your investment professional or
financial intermediary for more information.
Additional conditions may apply to your investment in a Pioneer Fund, and the
investment professional or intermediary may charge you a transaction-based,
administrative or other fee for its services. These conditions and fees are in
addition to those imposed by the Pioneer Fund and its affiliates. You should
ask your investment professional or financial intermediary about its services
and any applicable fees.
Share prices for transactions
If you place an order to purchase, exchange or sell shares that is received in
good order by a Pioneer Fund's transfer agent or an authorized agent by the
close of regular trading on the New York Stock Exchange (usually 4:00 p.m.
Eastern time), the share price for your transaction will be based on the net
asset value determined as of the scheduled close of regular trading on the New
York Stock Exchange on that day (plus or minus any applicable sales charges).
If your order is received by the transfer agent or an authorized agent after
the scheduled close of regular trading on the New York Stock Exchange, or your
order is not in good order, the share price will be based on the net asset
value next determined after your order is received in good order by the fund or
authorized agent. The authorized agent is responsible for transmitting your
order to the fund in a timely manner.
Good order means that:
o You have provided adequate instructions
o There are no outstanding claims against your account
o There are no transaction limitations on your account
o Your request includes a signature guarantee if you:
-- Are selling over $100,000 or exchanging over $500,000 worth of
shares
-- Changed your account registration or address within the last
30 days
-- Instruct the transfer agent to mail the check to an address
different from the one on your account
-- Want the check paid to someone other than the account's record
owner(s)
-- Are transferring the sale proceeds to a Pioneer mutual fund
account with a different registration
Transaction limitations
Your transactions are subject to certain limitations, including the limitation
on the purchase of a Pioneer Fund's shares within 30 calendar days of a
redemption. See "Excessive trading."
Buying, exchanging and selling shares
-------------------------------------
Buying
You may buy a Pioneer Fund's shares from any financial intermediary that has a
sales agreement or other arrangement with the distributor.
You can buy shares at net asset value per share plus any applicable sales
charge. The distributor may reject any order until it has confirmed the order
in writing and received payment. Normally, your financial intermediary will
send your purchase request to the Pioneer Fund's transfer agent. Consult your
investment professional for more information. Your investment firm receives a
commission from the distributor, and may receive additional compensation from
Amundi Pioneer, for your purchase of shares of a Pioneer Fund.
Minimum investment amounts
Class A and Class C shares
Your initial investment must be at least $1,000. Additional investments must be
at least $100 for Class A shares and $500 for Class C shares.
55
You may qualify for lower initial or subsequent investment minimums if you are
opening a retirement plan account, establishing an automatic investment plan or
placing your trade through your investment firm. A Pioneer Fund may waive the
initial or subsequent investment minimums. Minimum investment amounts may be
waived for, among other things, share purchases made through certain mutual
fund programs (e.g., asset based fee program accounts) sponsored by qualified
intermediaries, such as broker-dealers and investment advisers, that have
entered into an agreement with Amundi Pioneer.
Class R shares
There is no minimum investment amount for Class R shares, although investments
are subject to the Pioneer Fund's policies regarding small accounts.
Class Y shares
Your initial investment in Class Y shares must be at least $5 million. This
amount may be invested in one or more of the Pioneer mutual funds that
currently offer Class Y shares. There is no minimum additional investment
amount. A Pioneer Fund may waive the initial investment amount.
Waiver of the minimum investment amount for Class Y
The fund will accept an initial investment of less than $5 million if:
(a) The investment is made by a trust company or bank trust department
which is initially investing at least $1 million in any of the
Pioneer mutual funds and, at the time of the purchase, such assets
are held in a fiduciary, advisory, custodial or similar capacity
over which the trust company or bank trust department has full or
shared investment discretion; or
(b) The investment is at least $1 million in any of the Pioneer mutual
funds and the purchaser is an insurance company separate account; or
(c) The account is not represented by a broker-dealer and the investment
is made by (1) an ERISA-qualified retirement plan that meets the
requirements of Section 401 of the Internal Revenue Code, (2) an
employer-sponsored retirement plan that meets the requirements of
Sections 403 or 457 of the Internal Revenue Code, (3) a private
foundation that meets the requirements of Section 501(c)(3) of the
Internal Revenue Code or (4) an endowment or other organization that
meets the requirements of Section 509(a)(1) of the Internal Revenue
Code; or
(d) The investment is made by an employer-sponsored retirement plan
established for the benefit of (1) employees of Amundi Pioneer or
its affiliates, or (2) employees or the affiliates of broker-dealers
who have a Class Y shares sales agreement with the distributor; or
(e) The investment is made through certain mutual fund programs
sponsored by qualified intermediaries, such as broker-dealers and
investment advisers. In each case, the intermediary has entered into
an agreement with Amundi Pioneer to include Class Y shares of the
Pioneer mutual funds in their program. The intermediary provides
investors participating in the program with additional services,
including advisory, asset allocation, recordkeeping or other
services. You should ask your investment firm if it offers and you
are eligible to participate in such a mutual fund program and
whether participation in the program is consistent with your
investment goals. The intermediaries sponsoring or participating in
these mutual fund programs may also offer their clients other
classes of shares of the funds and investors may receive different
levels of services or pay different fees depending upon the class of
shares included in the program. Investors should consider carefully
any separate transaction and other fees charged by these programs in
connection with investing in each available share class before
selecting a share class; or
(f) The investment is made by another Pioneer fund.
The fund reserves the right to waive the initial investment minimum in other
circumstances.
Maximum purchase amounts
Purchases of shares of a Pioneer Fund are limited to $499,999 for Class C
shares. This limit is applied on a per transaction basis. Class A, Class R and
Class Y shares are not subject to a maximum purchase amount.
Retirement plan accounts
You can purchase shares of a Pioneer Fund through tax-deferred retirement plans
for individuals, businesses and tax-exempt organizations.
Your initial investment for most types of retirement plan accounts must be at
least $250. Additional investments for most types of retirement plans must be
at least $100.
56
You may not use the account application accompanying this prospectus to
establish an Amundi Pioneer retirement plan. You can obtain retirement plan
applications from your investment firm or by calling the Retirement Plans
Department at 1-800-622-0176.
How to buy shares
Through your investment firm
Normally, your investment firm will send your purchase request to the Pioneer
Funds' distributor and/or transfer agent. Consult your investment professional
for more information. Your investment firm receives a commission from the
distributor, and may receive additional compensation from Amundi Pioneer, for
your purchase of shares of a Pioneer Fund.
By phone or online
You can use the telephone or online purchase privilege if you have an existing
non-retirement account. Certain IRAs can use the telephone purchase privilege.
If your account is eligible, you can purchase additional fund shares by phone
or online if:
o You established your bank account of record at least 30 days ago
o Your bank information has not changed for at least 30 days
o You are not purchasing more than $100,000 worth of shares per
account per day
o You can provide the proper account identification information
When you request a telephone or online purchase, the transfer agent will
electronically debit the amount of the purchase from your bank account of
record. The transfer agent will purchase shares of the Pioneer Fund for the
amount of the debit at the offering price determined after the transfer agent
receives your telephone or online purchase instruction and good funds. It
usually takes three business days for the transfer agent to receive
notification from your bank that good funds are available in the amount of your
investment.
In writing, by mail
You can purchase shares of a Pioneer Fund for an existing fund account by
mailing a check to the fund. Make your check payable to the Pioneer Fund.
Neither initial nor subsequent investments should be made by third party check,
travelers check, or credit card check. Your check must be in U.S. dollars and
drawn on a U.S. bank. Include in your purchase request the Pioneer Fund's name,
the account number and the name or names in the account registration. Please
note that there may be a delay in receipt by the fund's transfer agent of
purchase orders submitted by regular mail to a post office address.
By wire (Class Y shares only)
If you have an existing (Class Y shares only) account, you may wire funds to
purchase shares. Note, however, that:
o State Street Bank must receive your wire no later than 11:00 a.m.
Eastern time on the business day after the Pioneer Fund receives
your request to purchase shares
o If State Street Bank does not receive your wire by 11:00 a.m.
Eastern time on the next business day, your transaction will be
canceled at your expense and risk
o Wire transfers normally take two or more hours to complete and a fee
may be charged by the sending bank
o Wire transfers may be restricted on holidays and at certain other
times
Instruct your bank to wire funds to:
Receiving Bank: State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02101
ABA Routing No. 011000028
For further credit to: Shareholder Name
Existing Pioneer Account No.
[Name of Pioneer Fund]
The transfer agent must receive your account application before you send your
initial check or federal funds wire. In addition, you must provide a bank wire
address of record when you establish your account.
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Exchanging
You may, under certain circumstances, exchange your shares for shares of the
same class of another Pioneer mutual fund.
Your exchange request must be for at least $1,000. Each Pioneer Fund allows you
to exchange your shares at net asset value without charging you either an
initial or contingent deferred sales charge at the time of the exchange. Shares
you acquire as part of an exchange will continue to be subject to any
contingent deferred sales charge that applies to the shares you originally
purchased. When you ultimately sell your shares, the date of your original
purchase will determine your contingent deferred sales charge.
Before you request an exchange, consider each fund's investment objective and
policies as described in the fund's prospectus. You generally will have to pay
income taxes on an exchange.
Same-fund exchange privilege
Certain shareholders may be eligible to exchange their shares for shares of
another class. If eligible, no sales charges or other charges will apply to any
such exchange. Generally, shareholders will not recognize a gain or loss for
federal income tax purposes upon such an exchange. Investors should contact
their financial intermediary to learn more about the details of this
privilege.
How to exchange shares
Through your investment firm
Normally, your investment firm will send your exchange request to the Pioneer
Fund's transfer agent. Consult your investment professional for more
information about exchanging your shares.
By phone or online
After you establish an eligible fund account, you can exchange shares of a
Pioneer Fund by phone or online if:
o You are exchanging into an existing account or using the exchange to
establish a new account, provided the new account has a registration
identical to the original account
o The fund into which you are exchanging offers the same class of
shares
o You are not exchanging more than $500,000 worth of shares per
account per day
o You can provide the proper account identification information
In writing, by mail or by fax
You can exchange shares of a Pioneer Fund by mailing or faxing a letter of
instruction to the fund. You can exchange shares of a Pioneer Fund directly
through the Pioneer Fund only if your account is registered in your name.
However, you may not fax an exchange request for more than $500,000. Include in
your letter:
o The name and signature of all registered owners
o A signature guarantee for each registered owner if the amount of the
exchange is more than $500,000
o The name of the Pioneer Fund out of which you are exchanging and the
name of the fund into which you are exchanging
o The class of shares you are exchanging
o The dollar amount or number of shares you are exchanging
Please note that there may be a delay in receipt by the fund's transfer agent
of exchange requests submitted by regular mail to a post office address.
Selling
Your shares will be sold at the share price (net asset value less any
applicable sales charge) next calculated after the Pioneer Fund or its
authorized agent, such as a broker-dealer, receives your request in good order.
If a signature guarantee is required, you must submit your request in writing.
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If the shares you are selling are subject to a deferred sales charge, it will
be deducted from the sale proceeds. Each Pioneer Fund generally will send your
sale proceeds by check, bank wire or electronic funds transfer. Your redemption
proceeds normally will be sent within 1 business day after your request is
received in good order, but in any event within 7 days, regardless of the
method the Pioneer Fund uses to make such payment. If you recently sent a check
to purchase the shares being sold, the Pioneer Fund may delay payment of the
sale proceeds until your check has cleared. This may take up to 10 calendar
days from the purchase date.
Your redemption proceeds may be delayed, or your right to receive redemption
proceeds suspended, if the New York Stock Exchange is closed (other than on
weekends or holidays) or trading is restricted, if the Securities and Exchange
Commission determines an emergency or other circumstances exist that make it
impracticable for a Pioneer Fund to sell or value its portfolio securities, or
otherwise as permitted by the rules of or by the order of the Securities and
Exchange Commission.
If you are selling shares from a non-retirement account or certain IRAs, you
may use any of the methods described below. If you are selling shares from a
retirement account other than an IRA, you must make your request in writing.
You generally will have to pay income taxes on a sale.
If you must use a written request to exchange or sell your shares and your
account is registered in the name of a corporation or other fiduciary you must
include the name of an authorized person and a certified copy of a current
corporate resolution, certificate of incumbency or similar legal document
showing that the named individual is authorized to act on behalf of the record
owner.
Under normal circumstances, a Pioneer Fund expects to meet redemption requests
by using cash or cash equivalents in its portfolio and/or selling portfolio
assets to generate cash. Each Pioneer Fund also may pay redemption proceeds
using cash obtained through a committed, unsecured revolving credit facility,
an interfund lending facility, and other borrowing arrangements that may be
available from time to time.
Each Pioneer Fund reserves the right to redeem in kind, that is, to pay all or
a portion of your redemption proceeds by giving you securities. Securities you
receive this way may increase or decrease in value while you hold them and you
may incur brokerage and transaction charges and tax liability when you convert
the securities to cash. Each Pioneer Fund may redeem in kind at a shareholder's
request or, for example, if the Pioneer Fund reasonably believes that a cash
redemption may have a substantial impact on the Pioneer Fund and its remaining
shareholders. During periods of stressed market conditions, a Pioneer Fund may
be more likely to pay redemption proceeds by giving you securities.
How to sell shares
Through your investment firm
Normally, your investment firm will send your request to sell shares to the
Pioneer Funds' transfer agent. Consult your investment professional for more
information. Each Pioneer Fund has authorized the distributor to act as its
agent in the repurchase of fund shares from qualified investment firms. Each
Pioneer Fund reserves the right to terminate this procedure at any time.
By phone or online
If you have an eligible non-retirement account, you may sell up to $100,000 per
account per day by phone or online. You may sell shares of a Pioneer Fund held
in a retirement plan account by phone only if your account is an eligible IRA
(tax penalties may apply). You may not sell your shares by phone or online if
you have changed your address (for checks) or your bank information (for wires
and transfers) in the last 30 days.
You may receive your sale proceeds:
o By check, provided the check is made payable exactly as your account
is registered
o By bank wire or by electronic funds transfer, provided the sale
proceeds are being sent to your bank address of record
For Class Y shares, shareholders may sell up to $5 million per account per day
if the proceeds are directed to your bank account of record ($100,000 per
account per day if the proceeds are not directed to your bank account of
record).
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In writing, by mail or by fax
You can sell some or all of your shares of a Pioneer Fund by writing directly
to the Pioneer Fund only if your account is registered in your name. Include in
your request your name, the name of the Pioneer Fund, your fund account number,
the class of shares to be sold, the dollar amount or number of shares to be
sold and any other applicable requirements as described below. The transfer
agent will send the sale proceeds to your address of record unless you provide
other instructions. Your request must be signed by all registered owners and be
in good order.
The transfer agent will not process your request until it is received in good
order.
You may sell up to $100,000 per account per day by fax.
Please note that there may be a delay in receipt by the fund's transfer agent
of redemption requests submitted by regular mail to a post office address.
How to contact Amundi Pioneer
By phone
For information or to request a telephone transaction between 8:00 a.m. and
7:00 p.m. (Eastern time) by speaking with a shareholder services representative
call
1-800-225-6292
To request a transaction using FactFone(SM) call
1-800-225-4321
By mail
Send your written instructions to:
Pioneer Funds
P.O. Box 55014
Boston, Massachusetts 02205-5014
Amundi Pioneer website
us.pioneerinvestments.com
By fax
Fax your exchange and sale requests to:
1-800-225-4240
Account options
See the account application form for more details on each of the following
services or call the transfer agent for details and availability.
Telephone transaction privileges
If your account is registered in your name, you can buy, exchange or sell
shares of the Pioneer Funds by telephone. If you do not want your account to
have telephone transaction privileges, you must indicate that choice on your
account application or by writing to the fund.
When you request a telephone transaction the fund's transfer agent will try to
confirm that the request is genuine. The transfer agent records the call,
requires the caller to provide validating information for the account and sends
you a written confirmation. Each Pioneer Fund may implement other confirmation
procedures from time to time. Different procedures may apply if you have a
non-U.S. account or if your account is registered in the name of an
institution, broker-dealer or other third party. If a Pioneer Fund's
confirmation procedures are followed, neither the fund nor its agents will bear
any liability for these transactions.
Online transaction privileges
If your account is registered in your name, you may be able to buy, exchange or
sell fund shares online. Your investment firm may also be able to buy, exchange
or sell your fund shares online.
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To establish online transaction privileges:
o For new accounts, complete the online section of the account
application
o For existing accounts, complete an account options form, write to
the transfer agent or complete the online authorization screen at
us.pioneerinvestments.com.
To use online transactions, you must read and agree to the terms of an online
transaction agreement available on the Amundi Pioneer website. When you or your
investment firm requests an online transaction the transfer agent
electronically records the transaction, requires an authorizing password and
sends a written confirmation. Each Pioneer Fund may implement other procedures
from time to time. Different procedures may apply if you have a non-U.S.
account or if your account is registered in the name of an institution,
broker-dealer or other third party. You may not be able to use the online
transaction privilege for certain types of accounts, including most retirement
accounts.
Periodic investments
You can make periodic investments in a Pioneer Fund by setting up monthly bank
drafts, government allotments, payroll deductions, or an Automatic Investment
Plan. Periodic investments may be made only through U.S. banks. You may use a
periodic investment plan to establish a Class A share account with a small
initial investment. If you have a Class C or Class R share account and your
balance is at least $1,000, you may establish a periodic investment plan.
Automatic Investment Plan (AIP)
If you establish an Automatic Investment Plan with Amundi Pioneer, the transfer
agent will make a periodic investment in shares of a Pioneer Fund by means of a
preauthorized electronic funds transfer from your bank account. Your plan
investments are voluntary. You may discontinue your plan at any time or change
the plan's dollar amount, frequency or investment date by calling or writing to
the transfer agent. You should allow up to 30 days for the transfer agent to
establish your plan.
Automatic exchanges
You can automatically exchange your shares of a Pioneer Fund for shares of the
same class of another Pioneer mutual fund. The automatic exchange will begin on
the day you select when you complete the appropriate section of your account
application or an account options form. In order to establish automatic
exchange:
o You must select exchanges on a monthly or quarterly basis
o Both the originating and receiving accounts must have identical
registrations
o The originating account must have a minimum balance of $5,000
You may have to pay income taxes on an exchange.
Distribution options
Each Pioneer Fund offers three distribution options. Any shares of a Pioneer
Fund you buy by reinvesting distributions will be priced at the applicable net
asset value per share.
(1) Unless you indicate another option on your account application, any
dividends and capital gain distributions paid to you by a Pioneer
Fund will automatically be invested in additional fund shares.
(2) You may elect to have the amount of any dividends paid to you in
cash and any capital gain distributions reinvested in additional
shares.
(3) You may elect to have the full amount of any dividends and/or
capital gain distributions paid to you in cash.
Options (2) and (3) are not available to retirement plan accounts or accounts
with a current value of less than $500.
If you are under 59 1/2, taxes and tax penalties may apply.
If your distribution check is returned to the transfer agent or you do not cash
the check for six months or more, the transfer agent may reinvest the amount of
the check in your account and automatically change the distribution option on
your account to option (1) until you request a different option in writing. If
the amount of a distribution check would be less than $25, the Pioneer Fund may
reinvest the amount in additional shares of the fund instead of sending a
check. Additional shares of the Pioneer Fund will be purchased at the
then-current net asset value.
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Directed dividends
You can invest the dividends paid by one of your Pioneer mutual fund accounts
in a second Pioneer mutual fund account. The value of your second account must
be at least $1,000. You may direct the investment of any amount of dividends.
There are no fees or charges for directed dividends. If you have a retirement
plan account, you may only direct dividends to accounts with identical
registrations.
Systematic withdrawal plans
When you establish a systematic withdrawal plan for your account, the transfer
agent will sell the number of fund shares you specify on a periodic basis and
the proceeds will be paid to you or to any person you select. You must obtain a
signature guarantee to direct payments to another person after you have
established your systematic withdrawal plan. Payments can be made either by
check or by electronic transfer to a U.S. bank account you designate.
To establish a systematic withdrawal plan:
o Your account must have a total value of at least $10,000 when you
establish your plan
o You may not request a periodic withdrawal of more than 10% of the
value of any Class C or Class R share account (valued at the time
the plan is implemented)
These requirements do not apply to scheduled (Internal Revenue Code Section
72(t) election) or mandatory (required minimum distribution) withdrawals from
IRAs and certain retirement plans.
Systematic sales of fund shares may be taxable transactions for you. While you
are making systematic withdrawals from your account, you may pay unnecessary
initial sales charges on additional purchases of Class A shares or contingent
deferred sales charges.
Direct deposit
If you elect to take dividends or dividends and capital gain distributions in
cash, or if you establish a systematic withdrawal plan, you may choose to have
those cash payments deposited directly into your savings, checking or NOW bank
account.
Voluntary tax withholding
You may have the transfer agent withhold 28% of the dividends and capital gain
distributions paid from your fund account (before any reinvestment) and forward
the amount withheld to the Internal Revenue Service as a credit against your
federal income taxes. Voluntary tax withholding is not available for retirement
plan accounts or for accounts subject to backup withholding.
Shareholder services and policies
---------------------------------
Excessive trading
Frequent trading into and out of a Pioneer Fund can disrupt portfolio
management strategies, harm the Pioneer Fund's performance by forcing the
Pioneer Fund to hold excess cash or to liquidate certain portfolio securities
prematurely and increase expenses for all investors, including long-term
investors who do not generate these costs. An investor may use short-term
trading as a strategy, for example, if the investor believes that the valuation
of the Pioneer Fund's portfolio securities for purposes of calculating its net
asset value does not fully reflect the then-current fair market value of those
holdings. Each Pioneer Fund discourages, and does not take any intentional
action to accommodate, excessive and short-term trading practices, such as
market timing. Although there is no generally applied standard in the
marketplace as to what level of trading activity is excessive, we may consider
trading in a Pioneer Fund's shares to be excessive for a variety of reasons,
such as if:
o You sell shares within a short period of time after the shares were
purchased;
o You make two or more purchases and redemptions within a short period
of time;
o You enter into a series of transactions that indicate a timing
pattern or strategy; or
o We reasonably believe that you have engaged in such practices in
connection with other mutual funds.
Each Pioneer Fund's Board of Trustees has adopted policies and procedures with
respect to frequent purchases and redemptions of fund shares by investors in
the Pioneer Fund. Pursuant to these policies and procedures, we monitor
selected trades on a daily basis in an effort to detect excessive short-term
trading. If we determine that an investor or a client of a broker or other
intermediary has engaged in excessive short-term trading that we believe may be
harmful to a Pioneer Fund, we will ask the investor, broker or other
intermediary to
62
cease such activity and we will refuse to process purchase orders (including
purchases by exchange) of such investor, broker, other intermediary or accounts
that we believe are under their control. In determining whether to take such
actions, we seek to act in a manner that is consistent with the best interests
of the shareholders of the Pioneer Fund.
While we use our reasonable efforts to detect excessive trading activity, there
can be no assurance that our efforts will be successful or that market timers
will not employ tactics designed to evade detection. If we are not successful,
your return from an investment in a Pioneer Fund may be adversely affected.
Frequently, shares of a Pioneer Fund are held through omnibus accounts
maintained by financial intermediaries such as brokers and retirement plan
administrators, where the holdings of multiple shareholders, such as all the
clients of a particular broker or other intermediary, are aggregated. Our
ability to monitor trading practices by investors purchasing shares through
omnibus accounts may be limited and dependent upon the cooperation of the
broker or other intermediary in taking steps to limit this type of activity.
Each Pioneer Fund may reject a purchase or exchange order before its acceptance
or the issuance of shares. Each Pioneer Fund may also restrict additional
purchases or exchanges in an account. Each of these steps may be taken for any
transaction, for any reason, without prior notice, including transactions that
the Pioneer Fund believes are requested on behalf of market timers. Each
Pioneer Fund reserves the right to reject any purchase or exchange request by
any investor or financial institution if the Pioneer Fund believes that any
combination of trading activity in the account or related accounts is
potentially disruptive to the fund. A prospective investor whose purchase or
exchange order is rejected will not achieve the investment results, whether
gain or loss, that would have been realized if the order had been accepted and
an investment made in the fund. A Pioneer Fund and its shareholders do not
incur any gain or loss as a result of a rejected order. Each Pioneer Fund may
impose further restrictions on trading activities by market timers in the
future.
To limit the negative effects of excessive trading, each Pioneer Fund has
adopted the following restriction on investor transactions. If an investor
redeems $5,000 or more (including redemptions that are a part of an exchange
transaction) from a Pioneer Fund, that investor shall be prevented (or
"blocked") from purchasing shares of the Pioneer Fund (including purchases that
are a part of an exchange transaction) for 30 calendar days after the
redemption. This policy does not apply to systematic purchase or withdrawal
plan transactions, transactions made through employer-sponsored retirement
plans described under Section 401(a), 403(b) or 457 of the Internal Revenue
Code or employee benefit plans, scheduled (Internal Revenue Code Section 72(t)
election) or mandatory (required minimum distribution) withdrawals from IRAs,
rebalancing transactions made through certain asset allocation or "wrap"
programs, transactions by insurance company separate accounts or transactions
by other funds that invest in the Pioneer Fund. This policy does not apply to
purchase or redemption transactions of less than $5,000 or to Pioneer U.S.
Government Money Market Fund or Pioneer Multi-Asset Ultrashort Income Fund.
We rely on financial intermediaries that maintain omnibus accounts to apply to
their customers either the Pioneer Funds' policy described above or the
intermediaries' own policies or restrictions designed to limit excessive
trading of shares of a Pioneer Fund. However, we do not impose this policy at
the omnibus account level.
Purchases pursuant to the reinstatement privilege (for Class A shares) are
subject to this policy.
Purchases in kind
You may use securities you own to purchase shares of a Pioneer Fund provided
that Amundi Pioneer, in its sole discretion, determines that the securities are
consistent with the Pioneer Fund's objective and policies and their acquisition
is in the best interests of the Pioneer Fund. If the Pioneer Fund accepts your
securities, they will be valued for purposes of determining the number of
shares of the Pioneer Fund to be issued to you in the same way the fund will
value the securities for purposes of determining its net asset value. For
federal income tax purposes, you may be taxed in the same manner as if you sold
the securities that you use to purchase shares of the Pioneer Fund for cash in
an amount equal to the value of the shares of the Pioneer fund that you
purchase. Your broker may also impose a fee in connection with processing your
purchase of shares of a Pioneer Fund with securities.
Reinstatement privilege (Class A shares)
If you recently sold all or part of your Class A shares, you may be able to
reinvest all or part of your sale proceeds without a sales charge in Class A
shares of any Pioneer mutual fund. To qualify for reinstatement:
o You must send a written request to the transfer agent no more than
90 days after selling your shares and
o The registration of the account in which you reinvest your sale
proceeds must be identical to the registration of the account from
which you sold your shares.
Purchases pursuant to the reinstatement privilege are subject to limitations on
investor transactions, including the limitation on the purchase of a Pioneer
Fund's shares within 30 calendar days of redemption. See "Excessive trading."
63
When you elect reinstatement, you are subject to the provisions outlined in the
selected the Pioneer Fund's prospectus, including the fund's minimum investment
requirement. Your sale proceeds will be reinvested in shares of the Pioneer
Fund at the Class A net asset value per share determined after the transfer
agent receives your written request for reinstatement. You may realize a gain
or loss for federal income tax purposes as a result of your sale of shares of a
Pioneer Fund, and special tax rules may apply if you elect reinstatement.
Consult your tax adviser for more information.
Amundi Pioneer website
us.pioneerinvestments.com
The website includes a full selection of information on mutual fund investing.
You can also use the website to get:
o Your current account information
o Prices, returns and yields of all publicly available Pioneer mutual
funds
o Prospectuses, statements of additional information and shareowner
reports for all the Pioneer mutual funds
o A copy of Amundi Pioneer's privacy notice
If you or your investment firm authorized your account for the online
transaction privilege, you may buy, exchange and sell shares online.
FactFone(SM) 1-800-225-4321
You can use FactFone(SM) to:
o Obtain current information on your Pioneer mutual fund accounts
o Inquire about the prices and yields of all publicly available
Pioneer mutual funds
o Make computer-assisted telephone purchases, exchanges and
redemptions for your fund accounts
o Request account statements
If you plan to use FactFone(SM) to make telephone purchases and redemptions,
first you must activate your personal identification number and establish your
bank account of record. If your account is registered in the name of a
broker-dealer or other third party, you may not be able to use FactFone(SM).
If your account is registered in the name of a broker-dealer or other third
party, you may not be able to use FactFone(SM) to obtain account information.
Household delivery of fund documents
With your consent, Amundi Pioneer may send a single proxy statement, prospectus
and shareowner report to your residence for you and any other member of your
household who has an account with a Pioneer Fund. If you wish to revoke your
consent to this practice, you may do so by notifying Amundi Pioneer, by phone
or in writing (see "How to contact us"). Amundi Pioneer will begin mailing
separate proxy statements, prospectuses and shareowner reports to you within 30
days after receiving your notice.
Confirmation statements
The Pioneer Funds' transfer agent maintains an account for each investment firm
or individual shareowner and records all account transactions. You will be sent
confirmation statements showing the details of your transactions as they occur,
except automatic investment plan transactions, which are confirmed quarterly.
If you have more than one Pioneer mutual fund account registered in your name,
the Amundi Pioneer combined account statement will be mailed to you each
quarter.
Tax information
Early each year, each Pioneer Fund will mail you information about the tax
status of the dividends and distributions paid to you by the Pioneer Fund.
Tax information for IRA rollovers
In January (or by the applicable Internal Revenue Service deadline) following
the year in which you take a reportable distribution, the Pioneer Funds'
transfer agent will mail you a tax form reflecting the total amount(s) of
distribution(s) received by the end of January.
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Privacy
Each Pioneer Fund has a policy designed to protect the privacy of your personal
information. A copy of Amundi Pioneer's privacy notice was given to you at the
time you opened your account. Each Pioneer Fund will send you a copy of the
privacy notice each year. You may also obtain the privacy notice by calling the
fund or through Amundi Pioneer's website.
Signature guarantees and other requirements
You are required to obtain a signature guarantee when:
o Requesting certain types of exchanges or sales of shares of a
Pioneer Fund
o Redeeming shares for which you hold a share certificate
o Requesting certain types of changes for your existing account
You can obtain a signature guarantee from most broker-dealers, banks, credit
unions (if authorized under state law) and federal savings and loan
associations. You cannot obtain a signature guarantee from a notary public.
The Pioneer funds generally accept only medallion signature guarantees. A
medallion signature guarantee may be obtained from a domestic bank or trust
company, broker, dealer, clearing agency, savings association, or other
financial institution that is participating in a medallion program recognized
by the Securities Transfer Association. Signature guarantees from financial
institutions that are not participating in one of these programs are not
accepted as medallion signature guarantees. A Pioneer Fund may accept other
forms of guarantee from financial intermediaries in limited circumstances.
Fiduciaries and corporations are required to submit additional documents to
sell shares of a Pioneer Fund.
Minimum account size
Each Pioneer Fund requires that you maintain a minimum account value of $500.
If you hold less than $500 in your account, each Pioneer Fund reserves the
right to notify you that it intends to sell your shares and close your account.
You will be given 60 days from the date of the notice to make additional
investments to avoid having your shares sold. This policy does not apply to
certain qualified retirement plan accounts.
Telephone and website access
You may have difficulty contacting a Pioneer Fund by telephone or accessing
us.pioneerinvestments.com during times of market volatility or disruption in
telephone or Internet service. On New York Stock Exchange holidays or on days
when the exchange closes early, Amundi Pioneer will adjust the hours for the
telephone center and for online transaction processing accordingly. If you are
unable to access us.pioneerinvestments.com or reach a Pioneer Fund by
telephone, you should communicate with the Pioneer Fund in writing.
Share certificates
The Pioneer Funds do not offer share certificates. Shares are electronically
recorded. Any existing certificated shares can only be sold by returning your
certificate to the transfer agent, along with a letter of instruction or a
stock power (a separate written authority transferring ownership) and a
signature guarantee.
Other policies
Each Pioneer Fund and the distributor reserve the right to:
o reject any purchase or exchange order for any reason, without prior
notice
o charge a fee for exchanges or to modify, limit or suspend the
exchange privilege at any time without notice. Each Pioneer Fund
will provide 60 days' notice of material amendments to or
termination of the exchange privilege
o revise, suspend, limit or terminate the account options or services
available to shareowners at any time, except as required by the
rules of the Securities and Exchange Commission
Each Pioneer Fund reserves the right to:
o charge transfer, shareholder servicing or similar agent fees, such
as an account maintenance fee for small balance accounts, directly
to accounts upon at least 30 days' notice. A Pioneer Fund may do
this by deducting the fee from your distribution of dividends and/or
by redeeming fund shares to the extent necessary to cover the fee
o close your account after a period of inactivity, as determined by
state law, and transfer your shares to the appropriate state
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Dividends, capital gains and taxes
----------------------------------
Dividends and capital gains
Each Pioneer Fund generally pays any distributions of net short- and long-term
capital gains in November.
Each Pioneer Fund generally pays dividends from any net investment income in
December.
Each Pioneer Fund may also pay dividends and capital gain distributions at
other times if necessary for the fund to avoid U.S. federal income or excise
tax. If you invest in a Pioneer Fund shortly before a dividend or other
distribution, generally you will pay a higher price per share and, unless you
are exempt from tax, you will pay taxes on the amount of the distribution
whether you reinvest the distribution in additional shares or receive it as
cash.
Taxes
You will normally have to pay federal income taxes, and any state or local
taxes, on the dividends and other distributions you receive from a Pioneer
Fund, whether you take the distributions in cash or reinvest them in additional
shares. For U.S. federal income tax purposes, distributions from a Pioneer
Fund's net capital gains (if any) are considered long-term capital gains and
are generally taxable to noncorporate shareholders at rates of up to 20%.
Distributions from a Pioneer Fund's net short-term capital gains are generally
taxable as ordinary income. Other dividends are taxable either as ordinary
income or, in general, if paid from a Pioneer Fund's "qualified dividend
income" and if certain conditions, including holding period requirements, are
met by the Pioneer Fund and the shareholder, as qualified dividend income
taxable to noncorporate shareholders at U.S. federal income tax rates of up to
20%.
"Qualified dividend income" generally is income derived from dividends paid by
U.S. corporations or certain foreign corporations that are either incorporated
in a U.S. possession or eligible for tax benefits under certain U.S. income tax
treaties. In addition, dividends that a Pioneer Fund receives in respect of
stock of certain foreign corporations may be qualified dividend income if that
stock is readily tradable on an established U.S. securities market.
A portion of dividends received from a Pioneer Fund (but none of the Pioneer
Fund's capital gain distributions) may qualify for the dividends-received
deduction for corporations.
Each Pioneer Fund will report to shareholders annually the U.S. federal income
tax status of all fund distributions.
If a Pioneer Fund declares a dividend in October, November or December, payable
to shareholders of record in such a month, and pays it in January of the
following year, you will be taxed on the dividend you receive as if you
received it in the year in which it was declared.
Sales and exchanges generally will be taxable transactions to shareowners. When
you sell or exchange Pioneer Fund shares you will generally recognize a capital
gain or capital loss in an amount equal to the difference between the net
amount of sale proceeds (or, in the case of an exchange, the fair market value
of the shares) that you receive and your tax basis for the shares that you sell
or exchange.
A 3.8% Medicare contribution tax generally applies to all or a portion of the
net investment income of a shareholder who is an individual and not a
nonresident alien for federal income tax purposes and who has adjusted gross
income (subject to certain adjustments) that exceeds a threshold amount. This
3.8% tax also applies to all or a portion of the undistributed net investment
income of certain shareholders that are estates and trusts. For these purposes,
dividends, interest and certain capital gains are generally taken into account
in computing a shareholder's net investment income.
You must provide your social security number or other taxpayer identification
number to the applicable Pioneer Fund along with the certifications required by
the Internal Revenue Service when you open an account. If you do not or if it
is otherwise legally required to do so, the Pioneer Fund will apply "backup
withholding" tax on your dividends and other distributions, sale proceeds and
any other payments to you that are subject to backup withholding. The backup
withholding rate is 28%.
Shareholders that are exempt from U.S. federal income tax, such as retirement
plans that are qualified under Section 401 of the Internal Revenue Code,
generally are not subject to U.S. federal income tax on Pioneer Fund dividends
or other distributions or on sales or exchanges of Pioneer Fund shares.
However, in the case of Pioneer Fund shares held through a nonqualified
deferred compensation plan, Pioneer Fund dividends and other distributions
received by the plan and sales and exchanges of fund shares by the plan
generally will be taxable to the employer sponsoring such plan in accordance
with U.S. federal income tax laws that are generally applicable to shareholders
receiving such dividends and other distributions from regulated investment
companies such as the applicable Pioneer Fund or effecting such sales or
exchanges.
66
Plan participants whose retirement plan invests in a Pioneer Fund generally are
not subject to federal income tax on the Pioneer Fund's dividends or other
distributions received by the plan or on sales or exchanges of the Pioneer
Fund's shares by the plan. However, distributions to plan participants from a
retirement plan generally are taxable to plan participants as ordinary income.
You should ask your tax adviser about any federal, state, local and foreign tax
considerations relating to an investment in a Pioneer Fund. You may also
consult the Pioneer Fund's statement of additional information for a more
detailed discussion of the U.S. federal income tax considerations that may
affect the Pioneer Fund and its shareowners.
Intermediary defined sales charge waiver policies
-------------------------------------------------
Merrill Lynch
Effective April 10, 2017, shareholders purchasing fund shares through a Merrill
Lynch platform or account are eligible only for the following sales charge
waivers (front-end sales charge waivers and CDSC waivers) and discounts, which
may differ from those disclosed elsewhere in this Information
Statement/Prospectus or the Pioneer Fund's statement of additional
information.
Front-End Sales Charge Waivers for Class A Shares available at Merrill Lynch
o Employer-sponsored retirement, deferred compensation and employee
benefit plans (including health savings accounts) and trusts used to
fund those plans, provided that the plan is a group plan (more than
one participant), the shares are not held in a commission-based
brokerage account and shares are held in the name of the plan
through an omnibus account
o Shares purchased by or through a 529 Plan
o Shares purchased through a Merrill Lynch affiliated investment
advisory program
o Shares purchased by third party investment advisors on behalf of
their advisory clients through Merrill Lynch's platform
o Shares of funds purchased through the Merrill Edge Self-Directed
platform (if applicable)
o Shares purchased through reinvestment of capital gains distributions
and dividend reinvestment when purchasing shares of the same fund
(but not any other fund within the fund family)
o Shares exchanged from Class C (i.e. level-load) shares of the same
fund in the month of or following the 10-year anniversary of the
purchase date
o Employees and registered representatives of Merrill Lynch or its
affiliates and their family members
o Trustees of the fund, and employees of the fund's investment adviser
or any of its affiliates, as described in this prospectus
o Shares purchased from the proceeds of redemptions within the Pioneer
fund family, provided (1) the repurchase occurs within 90 days
following the redemption, (2) the redemption and purchase occur in
the same account, and (3) redeemed shares were subject to a
front-end or deferred sales load (known as Rights of Reinstatement)
CDSC Waivers on Class A and C Shares available at Merrill Lynch
o Death or disability of the shareholder
o Shares sold as part of a systematic withdrawal plan as described in
the fund's prospectus
o Return of excess contributions from an IRA Account
o Shares sold as part of a required minimum distribution for IRA and
retirement accounts due to the shareholder reaching age 70 1/2
o Shares sold to pay Merrill Lynch fees but only if the transaction is
initiated by Merrill Lynch
o Shares acquired through a right of reinstatement
o Shares held in retirement brokerage accounts, that are exchanged for
a lower cost share class due to transfer to certain fee based
accounts or platforms (applicable to Class A and C shares only)
67
Front-End Sales Charge Discounts for Class A Shares available at Merrill Lynch:
Breakpoints, Rights of Accumulation and Letters of Intent
o Breakpoints as described in this prospectus.
o Rights of Accumulation (ROA), which entitle shareholders to
breakpoint discounts, will be automatically calculated based on the
aggregated holding of Pioneer fund family assets held by accounts
within the purchaser's household at Merrill Lynch. Eligible Pioneer
fund family assets not held at Merrill Lynch may be included in the
ROA calculation only if the shareholder notifies his or her
financial advisor about such assets
o Letters of Intent (LOI) which allow for breakpoint discounts based
on anticipated purchases within the Pioneer fund family, through
Merrill Lynch, over a 13-month period of time (if applicable)
68
FINANCIAL HIGHLIGHTS
The financial highlights table helps you understand the Acquiring Fund's
financial performance for the past five years and, if applicable, for any
recent semiannual period.
Certain information reflects financial results for a single fund share.
The total returns in the table represent the rate that you would have earned or
lost on an investment in Class A, Class C, Class R or Class Y shares of the
Acquiring Fund (assuming reinvestment of all dividends and distributions).
The Acquiring Fund will be the accounting survivor of the Reorganization.
As the accounting survivor, the Acquiring Fund's operating history will be used
for financial reporting purposes after consummation of the Reorganization.
The information below for the fiscal years ended July 31, 2017 and July
31, 2013 has been audited by Ernst & Young LLP, independent registered public
accounting firm, whose report is included in the Acquiring Fund's annual report
along with the Acquiring Fund's financial statements. The information below for
the fiscal years ended July 31, 2014 through July 31, 2016 was audited by
another independent registered public accounting firm. The Acquiring Fund's
annual is available upon request.
69
Financial Highlights
PIONEER SOLUTIONS -- BALANCED FUND
Year Year Year Year Year
Ended Ended Ended Ended Ended
7/31/17 7/31/16** 7/31/15** 7/31/14** 7/31/13
---------------------------------------------------------------
Class A
Net asset value, beginning of year $ 11.35 $ 12.78 $ 12.73 $ 11.72 $ 10.46
-----------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (a) $ 0.17 $ 0.20 $ 0.29 $ 0.19 $ 0.21
Net realized and unrealized gain (loss) on investments 0.61 (0.50) 0.12 1.03 1.27
-----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 0.78 $ (0.30) $ 0.41 $ 1.22 $ 1.48
-----------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income $ (0.24) $ (0.27) $ (0.36) $ (0.21) $ (0.22)
Net realized gain -- (0.86) -- -- --
-----------------------------------------------------------------------------------------------------------------------------
Total distributions to shareowners $ (0.24) $ (1.13) $ (0.36) $ (0.21) $ (0.22)
-----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 0.54 $ (1.43) $ 0.05 $ 1.01 $ 1.26
-----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year $ 11.89 $ 11.35 $ 12.78 $ 12.73 $ 11.72
-----------------------------------------------------------------------------------------------------------------------------
Total return* 7.04% (2.11)% 3.33% 10.48% 14.32%
Ratio of net expenses to average net assets+ 0.68% 0.67% 0.66% 0.64% 0.66%
Ratio of net investment income to average net assets+ 1.51% 1.77% 2.25% 1.57% 1.85%
Portfolio turnover rate 27% 16% 89% 10% 9%
Net assets, end of year (in thousands) $114,528 $125,608 $140,863 $136,511 $128,425
Ratios with no waivers of fees and assumption of expenses by
the Adviser and no reduction for fees paid indirectly:
Total expenses to average net assets 0.68% 0.67% 0.66% 0.64% 0.66%
Net investment income to average net assets 1.51% 1.77% 2.25% 1.57% 1.85%
-----------------------------------------------------------------------------------------------------------------------------
(a) Calculated using average shares outstanding for the year.
* Assumes initial investment at net asset value at the beginning of each
year, reinvestment of all distributions and the complete redemption of the
investment at net asset value at the end of each year.
** Beginning with the fiscal year ended July 31, 2017, the Fund was audited
by Ernst & Young LLP. The previous year was audited by another independent
registered public accounting firm.
+ In addition to the expenses which the Fund bears directly, the Fund
indirectly bears pro rata shares of the expenses of the funds in which the
Fund invests. Because each of the underlying funds bears its own varying
expense levels and because the Fund may own differing proportions of each
fund at different times, the amount of expenses incurred indirectly by the
Fund will vary from time to time.
70
Financial Highlights (continued)
PIONEER SOLUTIONS -- BALANCED FUND
Year Year Year Year Year
Ended Ended Ended Ended Ended
7/31/17 7/31/16** 7/31/15** 7/31/14** 7/31/13
----------------------------------------------------------
Class C
Net asset value, beginning of year $ 10.44 $ 11.84 $ 11.82 $ 10.92 $ 9.77
------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (a) $ 0.09 $ 0.12 $ 0.17 $ 0.09 $ 0.12
Net realized and unrealized gain (loss) on investments 0.55 (0.47) 0.14 0.96 1.19
------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 0.64 $ (0.35) $ 0.31 $ 1.05 $ 1.31
------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income $ (0.16) $ (0.19) $ (0.29) $ (0.15) $(0.16)
Net realized gain -- $ (0.86) -- -- --
------------------------------------------------------------------------------------------------------------------------
Total distributions to shareowners $ (0.16) $ (1.05) $ (0.29) $ (0.15) $(0.16)
------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 0.48 $ (1.40) $ 0.02 $ 0.90 $ 1.15
------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year $ 10.92 $ 10.44 $ 11.84 $ 11.82 $ 10.92
------------------------------------------------------------------------------------------------------------------------
Total return* 6.26% (2.81)% 2.64% 9.70% 13.56%
Ratio of net expenses to average net assets+ 1.38% 1.37% 1.35% 1.33% 1.34%
Ratio of net investment income to average net assets+ 0.84% 1.10% 1.44% 0.81% 1.15%
Portfolio turnover rate 27% 16% 89% 10% 9%
Net assets, end of year (in thousands) $49,277 $ 59,444 $74,720 $75,377 $64,989
Ratios with no waivers of fees and assumption of expenses by
the Adviser and no reduction for fees paid indirectly:
Total expenses to average net assets 1.38% 1.37% 1.35% 1.33% 1.34%
Net investment income to average net assets 0.84% 1.10% 1.44% 1.44% 1.15%
------------------------------------------------------------------------------------------------------------------------
(a) Calculated using average shares outstanding for the year.
* Assumes initial investment at net asset value at the beginning of each
year, reinvestment of all distributions and the complete redemption of the
investment at net asset value at the end of each year.
** Beginning with the fiscal year ended July 31, 2017, the Fund was audited
by Ernst & Young LLP. The previous year was audited by another independent
registered public accounting firm.
+ In addition to the expenses which the Fund bears directly, the Fund
indirectly bears pro rata shares of the expenses of the funds in which the
Fund invests. Because each of the underlying funds bears its own varying
expense levels and because the Fund may own differing proportions of each
fund at different times, the amount of expenses incurred indirectly by the
Fund will vary from time to time.
71
Financial Highlights (continued)
PIONEER SOLUTIONS -- BALANCED FUND
Year Year
Ended Ended 7/1/15 to
7/31/17 7/31/16**** 7/31/15****
-------------------------------------
Class R
Net asset value, beginning of year $ 11.30 $ 12.78 $ 12.74
-------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (a) $ 0.11 $ 0.15 $ 0.01
Net realized and unrealized gain (loss) on investments 0.65 (0.47) 0.03
-------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 0.76 $ (0.32) $ 0.04
-------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income $ (0.23) $ (0.30) $ --
Net realized gain -- (0.86) --
-------------------------------------------------------------------------------------------------
Total distributions to shareowners $ (0.23) $ (1.16) $ --
-------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 0.53 $ (1.48) $ 0.04
-------------------------------------------------------------------------------------------------
Net asset value, end of year $ 11.83 $ 11.30 $ 12.78
-------------------------------------------------------------------------------------------------
Total return* 6.89% (2.34)% 0.31%**
Ratio of net expenses to average net assets+ 0.90% 0.90% 0.93%***
Ratio of net investment income to average net assets+ 0.98% 1.28% 0.66%***
Portfolio turnover rate 27% 16% 89%
Net assets, end of year (in thousands) $ 31 $ 14 $ 10
Ratios with no waivers of fees and assumption
of expenses by the Adviser and no reduction
for fees paid indirectly:
Total expenses to average net assets 1.38% 1.58% 1.00%***
Net investment income to average net assets 0.50% 0.60% 0.58%***
-------------------------------------------------------------------------------------------------
(a) Calculated using average shares outstanding for the year.
* Assumes initial investment at net asset value at the beginning of each
year, reinvestment of all distributions and the complete redemption of the
investment at net asset value at the end of each year.
** Not annualized.
+ In addition to the expenses which the Fund bears directly, the Fund
indirectly bears pro rata shares of the expenses of the funds in which the
Fund invests. Because each of the underlying funds bears its own varying
expense levels and because the Fund may own differing proportions of each
fund at different times, the amount of expenses incurred indirectly by the
Fund will vary from time to time.
*** Annualized.
**** Beginning with the fiscal year ended July 31, 2017, the Fund was audited
by Ernst & Young LLP. The previous year was audited by another independent
registered public accounting firm.
72
Financial Highlights (continued)
PIONEER SOLUTIONS -- BALANCED FUND
Year Year Year Year Year
Ended Ended Ended Ended Ended
7/31/17 7/31/16** 7/31/15** 7/31/14** 7/31/13
---------------------------------------------------
Class Y
Net asset value, beginning of year $ 11.51 $ 12.94 $ 12.88 $ 11.86 $10.58
----------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (a) $ 0.19 $ 0.26 $ 0.37 $ 0.23 $ 0.25
Net realized and unrealized gain (loss) on investments 0.63 (0.53) 0.09 1.03 1.28
----------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 0.82 $ (0.27) $ 0.46 $ 1.26 $ 1.53
----------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income $ (0.27) $ (0.30) $ (0.40) $ (0.24) $(0.25)
Net realized gain -- (0.86) -- -- --
----------------------------------------------------------------------------------------------------------------
Total distributions to shareowners $ (0.27) $ (1.16) $ (0.40) $ (0.24) $(0.25)
----------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 0.55 $ (1.43) $ 0.06 $ 1.02 $ 1.28
----------------------------------------------------------------------------------------------------------------
Net asset value, end of year $ 12.06 $ 11.51 $ 12.94 $ 12.88 $11.86
----------------------------------------------------------------------------------------------------------------
Total return* 7.33% (1.85)% 3.63% 10.68% 14.68%
Ratio of net expenses to average net assets+ 0.47% 0.40% 0.36% 0.40% 0.36%
Ratio of net investment income to average net assets+ 1.67% 2.22% 2.92% 1.88% 2.26%
Portfolio turnover rate 27% 16% 89% 10% 9%
Net assets, end of year (in thousands) $ 698 $ 1,107 $ 1,165 $ 3,239 $4,134
Ratios with no waivers of fees and assumption of expenses by
the Adviser and no reduction for fees paid indirectly:
Total expenses to average net assets 0.47% 0.40% 0.36% 0.40% 0.36%
Net investment income to average net assets 1.67% 2.22% 2.92% 1.88% 2.26%
----------------------------------------------------------------------------------------------------------------
(a) Calculated using average shares outstanding for the year.
* Assumes initial investment at net asset value at the beginning of each
year, reinvestment of all distributions and the complete redemption of the
investment at net asset value at the end of each year.
** Beginning with the fiscal year ended July 31, 2017, the Fund was audited
by Ernst & Young LLP. The previous year was audited by another independent
registered public accounting firm.
+ In addition to the expenses which the Fund bears directly, the Fund
indirectly bears pro rata shares of the expenses of the funds in which the
Fund invests. Because each of the underlying funds bears its own varying
expense levels and because the Fund may own differing proportions of each
fund at different times, the amount of expenses incurred indirectly by the
Fund will vary from time to time.
73
OWNERSHIP OF SHARES OF THE PIONEER FUNDS
As of [_____], 2017, the Trustees and officers of each Fund owned in the
aggregate less than 1% of the outstanding shares of a Fund.
The following is a list of the holders of 5% or more of the outstanding shares
of any class of a Fund as of [____], 2017.
Pioneer Solutions -- Conservative Fund
------------------------------------------------------------------------------------
Record Holder Share Class Number of Shares Percent of Class
------------------------------------------------------------------------------------
Class A
------------------------------------------------------------------------------------
Class C
------------------------------------------------------------------------------------
Class R
------------------------------------------------------------------------------------
Class Y
------------------------------------------------------------------------------------
Pioneer Solutions -- Growth Fund
------------------------------------------------------------------------------------
Record Holder Share Class Number of Shares Percent of Class
------------------------------------------------------------------------------------
Class A
------------------------------------------------------------------------------------
Class C
------------------------------------------------------------------------------------
Class R
------------------------------------------------------------------------------------
Class Y
------------------------------------------------------------------------------------
Pioneer Solutions -- Balanced Fund
------------------------------------------------------------------------------------
Record Holder Share Class Number of Shares Percent of Class
------------------------------------------------------------------------------------
Class A
------------------------------------------------------------------------------------
Class C
------------------------------------------------------------------------------------
Class R
------------------------------------------------------------------------------------
Class Y
------------------------------------------------------------------------------------
74
EXPERTS
The financial highlights and financial statements of each Fund for the
past five fiscal years are incorporated by reference into this Information
Statement/Prospectus. Each Fund's financial highlights and financial statements
for the years ended July 31, 2017 and July 31, 2013 have been audited by Ernst
& Young LLP, independent registered public accounting firm, which are
incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm given their authority as experts in accounting
and auditing. Each Fund's financial highlights and financial statements for the
fiscal years ended July 31, 2016 through July 31, 2014 was audited by another
independent registered public accounting firm.
75
AVAILABLE INFORMATION
You can obtain more free information about each Pioneer Fund from your
investment firm or by writing to Pioneer Funds, 60 State Street, Boston,
Massachusetts 02109. You may also call 1-800-225-6292 for more information
about a Pioneer Fund, to request copies of a Pioneer Fund's statement of
additional information and shareowner reports, and to make other inquiries.
Visit our website us.pioneerinvestments.com
Each Pioneer Fund makes available its statement of additional information
and shareholder reports, free of charge, on the Pioneer Funds' website at
us.pioneerinvestments.com. You also may find other information and updates
about Amundi Pioneer and each Pioneer Fund, including Pioneer Fund performance
information, on the Pioneer Funds' website.
Shareholder reports. Annual and semiannual reports to shareholders, and
quarterly reports filed with the SEC, provide information about each Pioneer
Fund's investments. The annual report discusses market conditions and
investment strategies that significantly affected each Pioneer Fund's
performance during its last fiscal year.
Statement of additional information. The statement of additional
information of each Pioneer Fund provides more detailed information about the
fund.
You can also review and copy each Pioneer Fund's shareholder reports,
prospectus and statement of additional information at the Securities and
Exchange Commission's Public Reference Room in Washington, D.C. Call
1-202-551-8090 for information. The Commission charges a fee for copies. You
can get the same information free from the Commission's EDGAR database on the
Internet (http://www.sec.gov). You may also email requests for these documents
to publicinfo@sec.gov or make a request in writing to the Commission's Public
Reference Section, Washington, D.C. 20549-1520.
76
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
This AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
the [ ] day of [ ], by and among Pioneer Asset Allocation Trust, a Delaware
statutory trust (the "Trust"), with its principal place of business at 60 State
Street, Boston, Massachusetts 02109, on behalf of the Acquiring Fund and each
Acquired Fund as set forth on Exhibit A attached hereto, and, solely for
purposes of paragraph 9.2 hereof, Amundi Pioneer Asset Management, Inc. ("Amundi
Pioneer" or the "Acquiring Fund Adviser"). The Acquiring Fund and the Acquired
Funds are sometimes referred to collectively herein as the "Funds" and
individually as a "Fund."
WHEREAS, it is intended that each reorganization of an Acquired Fund
contemplated by this Agreement constitute a "reorganization" as defined in
Section 368(a) of the United States Internal Revenue Code of 1986, as amended
(the "Code"), and the Treasury Regulations thereunder. Each reorganization of an
Acquired Fund will consist of (1) the transfer of all of the assets of the
Acquired Fund to the Acquiring Fund solely in exchange for (A) the issuance of
Class A, Class C, Class R and Class Y shares of beneficial interest of the
Acquiring Fund (collectively, the "Acquiring Fund Shares" and each, an
"Acquiring Fund Share") to the Acquired Fund, and (B) the assumption by the
Acquiring Fund of all of the liabilities of the Acquired Fund on the closing
date of such reorganization (the "Closing Date"), and (2) the distribution by
the Acquired Fund, on or promptly after the Closing Date as provided herein, of
the Acquiring Fund Shares to the shareholders of the Acquired Fund, pro rata on
a class-by-class basis, in complete liquidation of the Acquired Fund, as
provided herein (each, a "Reorganization"), all upon the terms and conditions
hereinafter set forth in this Agreement. The parties hereby adopt this Agreement
as a "plan of reorganization" within the meaning of Treasury Regulations Section
1.368-2(g).
WHEREAS, each of the Acquired Funds and the Acquiring Fund is a series of
the Trust, a registered investment company classified as management company of
the open-end type.
WHEREAS, the Acquiring Fund is authorized to issue shares of beneficial
interest.
WHEREAS, the Board of Trustees of the Trust has determined, with respect
to the Acquiring Fund and the Reorganization of each Acquired Fund, that such
Reorganization is in the best interests of the Acquiring Fund and its
shareholders and is not dilutive of the interests of those shareholders.
WHEREAS, the Board of Trustees of the Trust has determined, with respect
to each Acquired Fund, that the Reorganization of such Acquired Fund is in the
best interests of such Acquired Fund and its shareholders and is not dilutive of
the interests of those shareholders.
NOW, THEREFORE, in consideration of the premises of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. TRANSFER OF ASSETS OF EACH ACQUIRED FUND IN EXCHANGE FOR ACQUIRING FUND
SHARES AND ASSUMPTION OF ASSUMED LIABILITIES; LIQUIDATION AND TERMINATION
OF THE ACQUIRED FUND.
1.1 Subject to the terms and conditions herein set forth and on the basis
of the representations and warranties contained herein, each Acquired Fund will
transfer all of its assets as set forth in Paragraph 1.2 (the "Acquired Assets")
to the Acquiring Fund free and clear of all liens and encumbrances (other than
those arising under the Securities Act of 1933, as amended (the "Securities
Act"), liens for taxes not yet due and contractual restrictions on the transfer
of the Acquired Assets) and the Trust, on behalf of the Acquiring Fund, agrees
in exchange therefor: (i) to issue to such Acquired Fund the number of Acquiring
Fund Shares, including fractional Acquiring Fund Shares, of each class with an
aggregate net asset value ("NAV") equal to the aggregate NAV of such Acquired
Fund attributable to the corresponding class (determined as set forth in
Paragraph 1.4) of such Acquired Fund's shares, as determined in the manner set
forth in Paragraphs 2.1 and 2.2; and (ii) to assume all of the liabilities and
obligations of such Acquired Fund, whether accrued or contingent, known or
unknown, existing at the applicable Closing Date (collectively, the "Assumed
Liabilities"). Such transactions shall take place at the Closing (as defined in
Paragraph 3.1 below).
1.2 (a) The Acquired Assets of each Acquired Fund shall consist of all of
the Acquired Fund's property, including, without limitation, all portfolio
securities and instruments, dividends and interest receivables, cash, goodwill,
contractual rights and choses in action of such Acquired Fund or the Trust in
respect of such Acquired Fund, all other intangible property owned by such
Acquired Fund, originals or copies of all books and records of such Acquired
Fund, and all other assets of the Acquired Fund on the applicable Closing Date.
The Acquiring Fund shall also be entitled to receive copies of all records that
such Acquired Fund is required to maintain under the Investment Company Act of
1940, as amended (the "Investment Company Act"), and the rules of the Securities
and Exchange Commission (the "Commission") promulgated thereunder to the extent
such records pertain to such Acquired Fund.
(b) Each Acquired Fund has provided the Acquiring Fund with a list of all
of such Acquired Fund's securities and other assets as of the date of execution
of this Agreement, and the Acquiring Fund has provided such Acquired Fund with a
copy of the current fundamental investment policies and restrictions and fair
value procedures applicable to the Acquiring Fund. Such Acquired
A-1
Fund reserves the right to sell any of such securities or other assets before
the applicable Closing Date (except to the extent sales may be limited by
representations of such Acquired Fund contained herein or may be inconsistent
with the Acquired Fund Tax Representation Certificate (as defined below) to be
delivered in connection with the issuance of the tax opinion provided for in
Paragraph 8.4 hereof) and agrees not to acquire any portfolio security that is
not an eligible investment for, or that would violate an investment policy or
restriction of, the Acquiring Fund.
1.3 Each Acquired Fund will endeavor to discharge all of its known
liabilities and obligations that are or will become due prior to the Closing.
1.4 Immediately following the actions contemplated by paragraph 1.1 with
respect to an Acquired Fund, the Trust, on behalf of the Acquired Fund, shall
take such actions as may be necessary or appropriate to complete the liquidation
of the Acquired Fund. To complete the liquidation of an Acquired Fund, the
Trust, on behalf of the Acquired Fund, shall, on or as soon after the applicable
Closing Date as is practicable (the "Liquidation Date"), liquidate the Acquired
Fund, and distribute pro rata on a class-by-class basis to its shareholders of
record, determined as of the close of regular trading on the New York Stock
Exchange on the applicable Closing Date (the "Acquired Fund Shareholders"), the
Acquiring Fund Shares received by the Acquired Fund pursuant to Paragraph 1.1
hereof. Each Acquired Fund Shareholder of that Acquired Fund shall receive the
number of full and fractional Acquiring Fund Shares of each class corresponding
to a class of shares of beneficial interest in that Acquired Fund (the "Acquired
Fund Shares") held by such Acquired Fund Shareholder that has, in each case, an
aggregate NAV equal to the aggregate NAV of the Acquired Fund Shares of the
applicable class held of record by such Acquired Fund Shareholder on the
applicable Closing Date. Acquired Fund Shareholders shall receive Class A, Class
C, Class R and Class Y Acquiring Fund Shares in exchange for Class A, Class C,
Class R and Class Y Acquired Fund Shares, respectively. Such liquidation and
distribution will be accomplished by the Acquired Fund instructing the Acquiring
Fund to transfer the Acquiring Fund Shares then credited to the account of the
Acquired Fund on the books of the Acquiring Fund to open accounts on the share
records of the Acquiring Fund established and maintained by the Acquiring Fund's
transfer agent in the names of the Acquired Fund Shareholders of that Acquired
Fund and representing the respective numbers of the Acquiring Fund Shares of
each class due to each such Acquired Fund Shareholder. The Acquired Fund shall
promptly provide the Acquiring Fund with evidence of such liquidation and
distribution. All issued and outstanding Acquired Fund Shares of that Acquired
Fund will simultaneously be cancelled on the books of the Acquired Fund, and the
Acquired Fund will be dissolved. The Acquiring Fund shall not issue certificates
representing the Acquiring Fund Shares in connection with such exchange.
1.5 Ownership of Acquiring Fund Shares will be shown on the books of the
Acquiring Fund's transfer agent. Any certificates representing ownership of
Acquired Fund Shares that remain outstanding on the applicable Closing Date
shall be deemed to be cancelled and shall no longer evidence ownership of
Acquired Fund Shares.
1.6 Any transfer taxes payable upon issuance of Acquiring Fund Shares in a
name other than the registered holder of the Acquired Fund Shares on the books
of an Acquired Fund as of that time shall, as a condition of such issuance and
transfer, be paid by the person to whom such Acquiring Fund Shares are to be
issued and transferred.
1.7 Any reporting responsibility of the Trust with respect to an Acquired
Fund for periods ending on or before the applicable Closing Date, including, but
not limited to, the responsibility for filing of regulatory reports, or other
documents with the Commission, any state securities commissions, and any
federal, state or local tax authorities or any other relevant regulatory
authority, is and shall remain the responsibility of such Acquired Fund.
2. VALUATION
2.1 The NAV per share of each class of the Acquiring Fund Shares and the
NAV per share of each class of an Acquired Fund shall, in each case, be
determined as of the close of regular trading on the New York Stock Exchange
(generally, 4:00 p.m., Eastern time) on the applicable Closing Date (the
"Valuation Time"). The Acquiring Fund Adviser shall compute the NAV per
Acquiring Fund Share in the manner set forth in the Trust's Agreement and
Declaration of Trust (the "Declaration"), or By-Laws, and the Acquiring Fund's
then-current prospectus and statement of additional information. The Acquiring
Fund Adviser shall compute the NAV per share of an Acquired Fund in the manner
set forth in the Declaration, or By-Laws, and that Acquired Fund's then-current
prospectus and statement of additional information. The Acquiring Fund Adviser
shall confirm to the Acquiring Fund the NAV of that Acquired Fund.
2.2 The number of shares of each class of Acquiring Fund Shares to be
issued (including fractional shares, if any) in exchange for the Acquired Assets
of an Acquired Fund (taking into account the assumption of the Assumed
Liabilities of that Acquired Fund) shall be determined by the Acquiring Fund
Adviser by dividing the NAV of that Acquired Fund attributable to each class of
the Acquired Fund Shares of that Acquired Fund, as determined in accordance with
Paragraph 2.1, by the NAV of an Acquiring Fund Share of the corresponding class,
as determined in accordance with Paragraph 2.1.
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2.3 With respect to each Reorganization, the Acquiring Fund and applicable
Acquired Fund shall cause the Acquiring Fund Adviser to deliver a copy of its
valuation report to the other party at the applicable Closing (as defined in
Paragraph 3.1). All computations of value shall be made by the Acquiring Fund
Adviser or its agents in accordance with its regular practice as pricing agent
for the Acquiring Fund and such Acquired Fund.
3. CLOSING AND CLOSING DATE
3.1 The Closing Date for each Reorganization shall be [ ], or, as to
either Reorganization, such other earlier or later date as the parties may
agree. All acts necessary to consummate a Reorganization (the "Closing") shall
be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the
Closing Date unless otherwise agreed by the parties. Each Closing shall be held
at the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston,
Massachusetts, or at such other place as the parties may agree. Neither
Reorganization is contingent upon the closing of the other Reorganization, and
the failure of one Reorganization to be consummated shall not, without more,
excuse the consummation of the other Reorganization.
3.2 Any portfolio securities that are held other than in book-entry form
in the name of Brown Brothers Harriman & Co. (the "Acquired Fund Custodian") as
record holder for an Acquired Fund shall be presented by that Acquired Fund to
Brown Brothers Harriman & Co. (the "Acquiring Fund Custodian") for examination
no later than three (3) business days preceding the applicable Closing Date.
Such portfolio securities shall be delivered by the applicable Acquired Fund to
the Acquiring Fund Custodian for the account of the Acquiring Fund on the
applicable Closing Date, duly endorsed in proper form for transfer, in such
condition as to constitute good delivery thereof in accordance with the custom
of brokers, and shall be accompanied by all necessary federal and state stock
transfer stamps or a check for the appropriate purchase price thereof. Any
portfolio securities held of record by the Acquired Fund Custodian in book-entry
form on behalf of an Acquired Fund shall be delivered by the Acquired Fund
Custodian through the Depository Trust Company to the Acquiring Fund Custodian
and by the Acquiring Fund Custodian recording the beneficial ownership thereof
by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall
be delivered by the Acquired Fund Custodian transmitting immediately available
funds by wire transfer to the Acquiring Fund Custodian the cash balances
maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian
crediting such amount to the account of the Acquiring Fund.
3.3 With respect to each Reorganization, the Acquiring Fund Custodian
shall deliver within one business day after the applicable Closing a certificate
of an authorized officer stating that the Acquired Assets have been delivered in
proper form to the Acquiring Fund on the applicable Closing Date. The applicable
Acquired Fund shall deliver within one business day after the applicable Closing
a certificate of an authorized officer stating that all necessary transfer taxes
including all applicable federal and state stock transfer stamps, if any, have
been paid, or provision for payment has been made in conjunction with the
delivery of portfolio securities as part of the Acquired Assets.
3.4 If on the Closing Date of a Reorganization (a) the New York Stock
Exchange is closed to trading or trading thereon shall be restricted or (b)
trading or the reporting of trading on such exchange or elsewhere is disrupted
so that accurate appraisal of the NAV of the Acquiring Fund Shares or the
applicable Acquired Fund pursuant to Paragraph 2.1 is impracticable (in the
judgment of the Board of the Trust with respect to the Acquiring Fund and such
Acquired Fund), the Closing Date of that Reorganization shall be postponed until
the first business day after the day when trading shall have been fully resumed
and reporting shall have been restored or such later date as may be mutually
agreed in writing by an authorized officer of each party.
3.5 With respect to each Reorganization, the Acquired Fund shall deliver
at the applicable Closing a list of the names, addresses, federal taxpayer
identification numbers and U.S. federal tax withholding statuses of the Acquired
Fund Shareholders of that Acquired Fund (and any certificates reflecting that
information) and the number and percentage ownership of outstanding Acquired
Fund Shares of that Acquired Fund owned by each Acquired Fund Shareholder of
that Acquired Fund as of the Valuation Time, certified by the President or Vice
President or a Secretary or Assistant Secretary of the Trust and its Treasurer,
Secretary or other authorized officer (the "Shareholder List") as being an
accurate record of the information (a) provided by the Acquired Fund
Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from
the Trust's records by such officers or one of the Trust's service providers.
The Acquiring Fund shall issue and deliver to the applicable Acquired Fund a
confirmation evidencing the Acquiring Fund Shares to be credited on the
applicable Closing Date, or provide evidence satisfactory to the Acquired Fund
that such Acquiring Fund Shares have been credited to the Acquired Fund's
account on the books of the Acquiring Fund. At the applicable Closing, each
party shall deliver to the other such bills of sale, checks, assignments, stock
certificates, receipts or other documents as such other party or its counsel may
reasonably request.
4. REPRESENTATIONS AND WARRANTIES
4.1 Except as set forth on Schedule 4.1 of this Agreement, the Trust, on
behalf of each Acquired Fund, severally but not jointly, represents, warrants
and covenants to the Acquiring Fund with respect to that Acquired Fund as
follows:
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(a) Such Acquired Fund is a series of the Trust. The Trust is a
statutory trust validly existing and in good standing under the laws of the
State of Delaware and has the power to own all of its properties and assets and
to perform its obligations under this Agreement. Such Acquired Fund is not
required to qualify to do business in any jurisdiction in which it is not so
qualified or where failure to qualify would subject it to any material liability
or disability. Such Acquired Fund has all necessary federal, state and local
authorizations to own all of its properties and assets and to carry on its
business as now being conducted;
(b) The Trust is a registered investment company classified as a
management company of the open-end type, and its registration with the
Commission as an investment company under the Investment Company Act is in full
force and effect;
(c) The Trust is not in violation of, and the execution and delivery of
this Agreement and the performance of its obligations under this Agreement on
behalf of such Acquired Fund will not result in a material violation of, any
provision of the Trust's Declaration or By-Laws or any material agreement,
indenture, instrument, contract, lease or other undertaking with respect to such
Acquired Fund to which the Trust, on behalf of such Acquired Fund, is a party or
by which such Acquired Fund or any of its assets are bound;
(d) No litigation or administrative proceeding or investigation of or
before any court or governmental body is currently pending or to its knowledge
threatened against such Acquired Fund or any of such Acquired Fund's properties
or assets that, if adversely determined, would materially and adversely affect
its financial condition or the conduct of such Acquired Fund's business. Such
Acquired Fund is not a party to or subject to the provisions of any order,
decree or judgment of any court or governmental body which materially adversely
affects such Acquired Fund's business or its ability to consummate the
transactions contemplated herein or would be binding upon the Acquiring Fund as
the successor to such Acquired Fund;
(e) All material contracts or other commitments of such Acquired Fund
(other than this Agreement or agreements for the purchase and sale of securities
entered into in the ordinary course of business and consistent with its
obligations under this Agreement) will terminate at or prior to the applicable
Closing Date and no such termination will result in liability to such Acquired
Fund (or the Acquiring Fund);
(f) The Statement of Assets and Liabilities of such Acquired Fund, and the
related Statements of Operations and Changes in Net Assets, as of and for the
fiscal year ended July 31, 2017, have been audited by Ernst & Young LLP,
independent registered public accounting firm, and are in accordance with
generally accepted accounting principles ("GAAP") consistently applied and
fairly reflect, in all material respects, the financial condition of such
Acquired Fund as of such date and the results of its operations for the period
then ended, and all known liabilities, whether actual or contingent, of such
Acquired Fund as of the date thereof are disclosed therein. Except for the
Assumed Liabilities, such Acquired Fund will not have any known or contingent
liabilities on the applicable Closing Date. No significant deficiency, material
weakness, fraud, significant change or other factor that could significantly
affect the internal controls of such Acquired Fund has been disclosed or is
required to be disclosed in such Acquired Fund's reports on Form N-CSR to enable
the chief executive officer and chief financial officer or other officers of the
Trust to make the certifications required by the Sarbanes-Oxley Act, and no
deficiency, material weakness, fraud, change, event or other factor exists with
respect to such Acquired Fund that will be required to be disclosed in the
Acquiring Fund's Form N-CSR after the applicable Closing Date;
(g) Since the most recent fiscal year end, except as specifically
disclosed in such Acquired Fund's prospectus or its statement of additional
information as in effect on the date of this Agreement, there has not been any
material adverse change in such Acquired Fund's financial condition, assets,
liabilities, business or prospects, or any incurrence by such Acquired Fund of
indebtedness, except for normal contractual obligations incurred in the ordinary
course of business or in connection with the settlement of purchases and sales
of portfolio securities. For the purposes of this subparagraph (g) (but not for
any other purpose of this Agreement), a decline in NAV per Acquired Fund Share
arising out of its normal investment operations or a decline in market values of
securities in such Acquired Fund's portfolio, a decline in net assets of such
Acquired Fund as a result of redemptions or the discharge of Acquired Fund
liabilities shall not constitute a material adverse change;
(h) On the applicable Closing Date, all federal and other tax returns,
dividend reporting forms and other tax-related reports of such Acquired Fund
required by law to have been filed (taking into account any extensions) shall
have been timely filed (taking such extensions into account) and shall be
correct in all material respects, and all federal and other taxes shown as due
or required to be shown as due from such Acquired Fund on such tax returns,
forms and reports shall have been timely paid or provision shall have been made
for the payment thereof and, to the best of the Trust's knowledge, no such tax
return is currently under audit and no outstanding assessment of any tax has
been asserted with respect to such returns;
(i) Such Acquired Fund is a separate series of the Trust treated as a
separate corporation from each other series of the Trust under Section 851(g) of
the Code. For each taxable year of its existence, including the taxable year
ending on the applicable Closing Date, such Acquired Fund has had in effect an
election to be treated as a "regulated investment company" under Subchapter M of
the Code, has satisfied or will satisfy all of the requirements of Subchapter M
of the Code for treatment as a regulated
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investment company, and has been or will be eligible to compute its federal
income tax under Section 852 of the Code. On or before the applicable Closing
Date, such Acquired Fund will have declared and paid dividends sufficient to
distribute, as dividends qualifying for the dividends-paid deduction under
Section 561 of the Code, substantially all of (a) the sum of (i) its net
tax-exempt interest income, (ii) its investment company taxable income (as
defined in the Code, computed without regard to any deduction for dividends
paid) and (iii) any net capital gain (as such term is used in Sections
852(b)(3)(A) and (C) of the Code) after reduction by any available capital loss
carryforwards, and (b) any other amounts as are necessary, in each case for all
of its tax periods ending on or before the applicable Closing Date, such that
such Acquired Fund will have no unpaid tax liability under Section 852 of the
Code for any tax period ending on or before the applicable Closing Date. For
each calendar year (including the calendar year that includes the applicable
Closing Date), such Acquired Fund will have made such distributions on or
before the applicable Closing Date as are necessary so that for all calendar
years ending on or before the applicable Closing Date, and for the calendar
year that includes the applicable Closing Date, such Acquired Fund will not
have any unpaid tax liability under Section 4982 of the Code;
(j) All issued and outstanding Acquired Fund Shares of such Acquired Fund
are, and at the applicable Closing Date will be, legally issued and outstanding,
fully paid and nonassessable by such Acquired Fund. All of the issued and
outstanding Acquired Fund Shares of such Acquired Fund will, at the time of
Closing of the Reorganization of such Acquired Fund, be held of record by the
persons and in the amounts set forth in the Shareholder List submitted to such
Acquiring Fund pursuant to Paragraph 3.5 hereof. Such Acquired Fund does not
have outstanding any options, warrants or other rights to subscribe for or
purchase any Acquired Fund Shares of such Acquired Fund, nor is there
outstanding any security convertible into any Acquired Fund Shares of such
Acquired Fund;
(k) At the applicable Closing Date, such Acquired Fund will have good and
marketable title to the Acquired Assets of such Acquired Fund, and full right,
power and authority to sell, assign, transfer and deliver the Acquired Assets of
such Acquired Fund to the Acquiring Fund, and, upon delivery and payment for the
Acquired Assets of such Acquired Fund, the Acquiring Fund will acquire good and
marketable title thereto, subject to no restrictions on the full transfer
thereof, except such restrictions as might arise under the Securities Act;
(l) The Trust has the trust power and authority, on behalf of such
Acquired Fund, to enter into and perform its obligations under this Agreement.
The execution, delivery and performance of this Agreement have been duly
authorized by all necessary action on the part of the Trust's Board of Trustees,
and, assuming due authorization, execution and delivery by the Trust, on behalf
of the Acquiring Fund, this Agreement will constitute a valid and binding
obligation of the Trust, on behalf of such Acquired Fund, enforceable in
accordance with its terms, subject as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or affecting creditors'
rights and to general equity principles;
(m) The information to be furnished by the Trust, on behalf of such
Acquired Fund, to the Acquiring Fund for use in applications for orders,
registration statements and other documents which may be necessary in connection
with the transactions contemplated hereby and any information necessary to
compute the total return of such Acquired Fund shall be accurate and complete in
all material respects and shall comply in all material respects with federal
securities and other laws and regulations applicable thereto or the requirements
of any form for which its use is intended, and shall not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the information provided not misleading;
(n) No consent, approval, authorization or order of or filing with any
court or governmental authority is required for the execution of this Agreement
or the consummation of the transactions contemplated by this Agreement by the
Trust or such Acquired Fund, except such as may be required under the Securities
Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
Investment Company Act and the rules and regulations of the Commission
thereunder, state securities laws and the Hart-Scott-Rodino Act;
(o) The provisions of the Trust's Declaration, the Trust's By-Laws and
Delaware law do not require the shareholders of such Acquired Fund to approve
this Agreement or the transactions contemplated herein in order for the Trust or
such Acquired Fund to consummate the transactions contemplated herein;
(p) All of the issued and outstanding Acquired Fund Shares of such
Acquired Fund have been offered for sale and sold in compliance in all material
respects with all applicable federal and state securities laws, except as may
have been previously disclosed in writing to the Acquiring Fund;
(q) The current prospectus and statement of additional information of such
Acquired Fund and any amendments or supplements thereto did not as of their
dates or the dates of their distribution to the public contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which such statements were made, not materially misleading;
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(r) Such Acquired Fund currently complies in all material respects with
the requirements of, and the rules and regulations under, the Investment Company
Act, the Securities Act, the Exchange Act, state "Blue Sky" laws and all other
applicable federal and state laws or regulations. Such Acquired Fund currently
complies in all material respects with all investment objectives, policies,
guidelines and restrictions and any compliance procedures established by the
Trust with respect to such Acquired Fund. All advertising and sales material
currently used by such Acquired Fund complies in all material respects with the
applicable requirements of the Securities Act, the Investment Company Act, the
rules and regulations of the Commission promulgated thereunder, and, to the
extent applicable, the Conduct Rules of the Financial Industry Regulatory
Authority ("FINRA") and any applicable state regulatory authority. All
registration statements, prospectuses, reports, proxy materials or other filings
required to be made or filed with the Commission, FINRA or any state securities
authorities used by such Acquired Fund during the three (3) years prior to the
date of this Agreement have been duly filed and have been approved or declared
effective, if such approval or declaration of effectiveness is required by law.
Such registration statements, prospectuses, reports, proxy materials and other
filings under the Securities Act, the Exchange Act and the Investment Company
Act (i) are or were in compliance in all material respects with the requirements
of all applicable statutes and the rules and regulations thereunder and (ii) do
not or did not contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not
false or misleading;
(s) Neither such Acquired Fund nor, to the knowledge of such Acquired
Fund, any "affiliated person" of such Acquired Fund has been convicted of any
felony or misdemeanor, described in Section 9(a)(1) of the Investment Company
Act, nor, to the knowledge of such Acquired Fund, has any affiliated person of
such Acquired Fund been the subject, or presently is the subject, of any
proceeding or investigation with respect to any disqualification that would be a
basis for denial, suspension or revocation of registration as an investment
adviser under Section 203(e) of the Investment Advisers Act of 1940, as amended
(the "Investment Advisers Act"), or Rule 206(4)-4(b) thereunder or of a
broker-dealer under Section 15 of the Exchange Act, or for disqualification as
an investment adviser, employee, officer or director of an investment company
under Section 9 of the Investment Company Act; and
(t) The tax representation certificate to be delivered by the Trust, on
behalf of such Acquired Fund, to Morgan, Lewis & Bockius LLP at the applicable
Closing pursuant to Paragraph 7.4 (the "Acquired Fund Tax Representation
Certificate") will not on the applicable Closing Date contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein not misleading.
4.2 Except as set forth on Schedule 4.2 of this Agreement, the Trust, on
behalf of the Acquiring Fund, represents, warrants and covenants to each
Acquired Fund, as follows:
(a) The Acquiring Fund is a series of the Trust. The Trust is a statutory
trust validly existing and in good standing under the laws of the State of
Delaware. The Trust has the power to own all of its properties and assets and to
perform its obligations under this Agreement. The Acquiring Fund is not required
to qualify to do business in any jurisdiction in which it is not so qualified or
where failure to qualify would subject it to any material liability or
disability. The Acquiring Fund has all necessary federal, state and local
authorizations to own all of its properties and assets and to carry on its
business as now being conducted;
(b) The Trust is a registered investment company classified as a
management company of the open-end type, and its registration with the
Commission as an investment company under the Investment Company Act is in full
force and effect;
(c) The current prospectus and statement of additional information of the
Acquiring Fund and any amendment or supplement thereto, conform or conformed at
the time of their distribution to the public in all material respects to the
applicable requirements of the Securities Act and the Investment Company Act and
the rules and regulations of the Commission promulgated thereunder and do not or
did not at the time of their distribution to the public include any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not materially misleading;
(d) The Trust's registration statement on Form N-1A with respect to the
Acquiring Fund that will be in effect on the applicable Closing Date, and the
prospectus and statement of additional information of the Acquiring Fund
included therein, will conform in all material respects with the applicable
requirements of the Securities Act and the Investment Company Act and the rules
and regulations of the Commission thereunder, and did not as of the effective
date thereof and will not as of the applicable Closing Date contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading;
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(e) The Trust is not in violation of, and the execution and
delivery of this Agreement and performance of its obligations under this
Agreement on behalf of the Acquiring Fund will not result in a material
violation of, any provisions of the Declaration or By-Laws of the Trust or any
material agreement, indenture, instrument, contract, lease or other undertaking
with respect to the Acquiring Fund to which the Trust, on behalf of the
Acquiring Fund, is a party or by which the Acquiring Fund or any of its assets
is bound;
(f) No litigation or administrative proceeding or investigation of or
before any court or governmental body is currently pending or to its knowledge
threatened against the Acquiring Fund or any of the Acquiring Fund's properties
or assets that, if adversely determined, would materially and adversely affect
its financial condition or the conduct of the Acquiring Fund's business. Neither
the Trust nor the Acquiring Fund is a party to or subject to the provisions of
any order, decree or judgment of any court or governmental body which materially
adversely affects the Acquiring Fund's business or its ability to consummate the
transactions contemplated herein;
(g) The Statement of Assets and Liabilities of the Acquiring Fund, and the
related Statements of Operations and Changes in Net Assets, as of and for the
fiscal year ended July 31, 2017 have been audited by Ernst & Young LLP,
independent registered public accounting firm, and are in accordance with GAAP
consistently applied and fairly reflect, in all material respects, the financial
condition of the Acquiring Fund as of such date and the results of its
operations for the period then ended, and all known liabilities, whether actual
or contingent, of the Acquiring Fund as of the date thereof are disclosed
therein;
(h) Since the most recent fiscal year end, except as specifically
disclosed in the Acquiring Fund's prospectus or its statement of additional
information as in effect on the date of this Agreement, there has not been any
material adverse change in the Acquiring Fund's financial condition, assets,
liabilities, business or prospects, or any incurrence by the Acquiring Fund of
indebtedness, except for normal contractual obligations incurred in the ordinary
course of business or in connection with the settlement of purchases and sales
of portfolio securities. For the purposes of this subparagraph (h) (but not for
any other purpose of this Agreement), a decline in NAV per Acquiring Fund Share
arising out of its normal investment operations or a decline in market values of
securities in the Acquiring Fund's portfolio, a decline in net assets of the
Acquiring Fund as a result of redemptions or the discharge of Acquiring Fund
liabilities shall not constitute a material adverse change;
(i) On the applicable Closing Date, all federal and other tax returns,
dividend reporting forms and other tax-related reports of the Acquiring Fund
required by law to have been filed (taking into account any extensions) shall
have been timely filed (taking such extensions into account) and shall be
correct in all material respects, and all federal and other taxes shown as due
or required to be shown as due from the Acquiring Fund on such tax returns,
forms and reports shall have been timely paid or provision shall have been made
for the payment thereof and, to the best of the Trust's knowledge, no such tax
return is currently under audit and no outstanding assessment of any tax has
been asserted with respect to such returns;
(j) The Acquiring Fund is a separate series of the Trust treated as a
separate corporation from each other series of the Trust under Section 851(g) of
the Code. For each taxable year of its existence ending on or before the
applicable Closing Date, the Acquiring Fund has had in effect an election to be
treated as a "regulated investment company" under Subchapter M of the Code, has
satisfied or will satisfy all of the requirements of Subchapter M of the Code
for treatment as a regulated investment company, and has been or will be
eligible to compute its federal income tax under Section 852 of the Code. On or
before the applicable Closing Date, the Acquiring Fund will have declared and
paid dividends sufficient to distribute, as dividends qualifying for the
dividends-paid deduction under Section 561 of the Code, substantially all of (a)
the sum of (i) its net tax-exempt interest income, (ii) its investment company
taxable income (as defined in the Code, computed without regard to any deduction
for dividends paid) and (iii) its net capital gain (as such term is used in
Sections 852(b)(3)(A) and (C) of the Code), if any, after reduction by any
available capital loss carryforwards, and (b) any other amounts as are
necessary, in each case for all of its tax periods ending on or before the
applicable Closing Date, such that the Acquiring Fund will have no unpaid tax
liability under Section 852 of the Code for any tax period ending on or before
the applicable Closing Date. For each calendar year ending on or before the
applicable Closing Date, the Acquiring Fund will have made such distributions on
or before the applicable Closing Date as are necessary so that for all calendar
years ending on or before the applicable Closing Date the Acquiring Fund will
not have any unpaid tax liability under Section 4982 of the Code. The Acquiring
Fund expects to satisfy the requirements of Subchapter M of the Code for
treatment as a regulated investment company and to be eligible for such
treatment for its taxable year that includes the applicable Closing Date;
(k) The authorized capital of the Acquiring Fund consists of an unlimited
number of shares of beneficial interest, no par value per share. As of the
applicable Closing Date, the Acquiring Fund will be authorized to issue an
unlimited number of shares of beneficial interest, no par value per share. The
Acquiring Fund Shares to be issued and delivered to the Acquired Fund for the
account of the Acquired Fund Shareholders pursuant to the terms of this
Agreement will have been duly authorized on the applicable
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Closing Date and, when so issued and delivered, will be legally issued and
outstanding, fully paid and non-assessable. The Acquiring Fund does not have
outstanding any options, warrants or other rights to subscribe for or purchase
any Acquiring Fund Shares, nor is there outstanding any security convertible
into any Acquiring Fund Shares;
(l) All issued and outstanding Acquiring Fund Shares are, and on the
applicable Closing Date will be, legally issued, fully paid and non-assessable
and have been offered and sold in every state and the District of Columbia in
compliance in all material respects with all applicable federal and state
securities laws;
(m) The Trust has the trust power and authority, on behalf of the
Acquiring Fund, to enter into and perform its obligations under this Agreement.
The execution, delivery and performance of this Agreement have been duly
authorized by all necessary action on the part of the Trust's Board of Trustees,
and, assuming due authorization, execution and delivery by the Trust, on behalf
of an Acquired Fund, this Agreement will constitute a valid and binding
obligation of the Trust, on behalf of the Acquiring Fund, with respect to that
Acquired Fund, enforceable in accordance with its terms, subject as to
enforcement, to bankruptcy, insolvency, reorganization, moratorium and other
laws relating to or affecting creditors' rights and to general equity
principles;
(n) The information to be furnished in writing by the Trust, on behalf of
the Acquiring Fund, for use in applications for orders, registration statements
and other documents which may be necessary in connection with the transactions
contemplated hereby shall be accurate and complete in all material respects and
shall comply in all material respects with federal securities and other laws and
regulations applicable thereto or the requirements of any form for which its use
is intended, and shall not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the information provided not
misleading;
(o) No consent, approval, authorization or order of or filing with any
court or governmental authority is required for the execution of this Agreement
or the consummation of the transactions contemplated by this Agreement by the
Trust or the Acquiring Fund, except such as may be required under the Securities
Act, the Exchange Act, the Investment Company Act and the rules and regulations
of the Commission thereunder, state securities laws and the Hart-Scott-Rodino
Act;
(p) The Acquiring Fund currently complies in all material respects with,
the requirements of, and the rules and regulations under, the Investment Company
Act, the Securities Act, the Exchange Act, state "Blue Sky" laws and all other
applicable federal and state laws or regulations. The Acquiring Fund currently
complies in all material respects with all investment objectives, policies,
guidelines and restrictions and any compliance procedures established by the
Trust with respect to the Acquiring Fund. All advertising and sales material
currently used by the Acquiring Fund complies in all material respects with the
applicable requirements of the Securities Act, the Investment Company Act, the
rules and regulations of the Commission, and, to the extent applicable, the
Conduct Rules of FINRA and any applicable state regulatory authority. All
registration statements, prospectuses, reports, proxy materials or other filings
required to be made or filed with the Commission, FINRA or any state securities
authorities used by the Acquiring Fund during the three (3) years prior to the
date of this Agreement have been duly filed and have been approved or declared
effective, if such approval or declaration of effectiveness is required by law.
Such registration statements, prospectuses, reports, proxy materials and other
filings under the Securities Act, the Exchange Act and the Investment Company
Act (i) are or were in compliance in all material respects with the requirements
of all applicable statutes and the rules and regulations thereunder and (ii) do
not or did not contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not
false or misleading;
(q) Neither the Acquiring Fund nor, to the knowledge of the Acquiring
Fund, any "affiliated person" of the Acquiring Fund has been convicted of any
felony or misdemeanor, described in Section 9(a)(1) of the Investment Company
Act, nor, to the knowledge of the Acquiring Fund, has any affiliated person of
the Acquiring Fund been the subject, or presently is the subject, of any
proceeding or investigation with respect to any disqualification that would be a
basis for denial, suspension or revocation of registration as an investment
adviser under Section 203(e) of the Investment Advisers Act or Rule 206(4)-4(b)
thereunder or of a broker-dealer under Section 15 of the Exchange Act, or for
disqualification as an investment adviser, employee, officer or director of an
investment company under Section 9 of the Investment Company Act; and
(r) The tax representation certificate to be delivered by the Trust, on
behalf of the Acquiring Fund, to Morgan, Lewis & Bockius LLP with respect to
each Reorganization at the applicable Closing of that Reorganization pursuant to
Paragraph 6.3 (the "Acquiring Fund Tax Representation Certificate") will not on
the applicable Closing Date contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein not
misleading.
A-8
5. COVENANTS OF THE FUNDS
Each Acquired Fund (severally, but not jointly) and the Acquiring Fund,
respectively, hereby further covenant as follows:
5.1 Such Acquired Fund covenants that the Acquiring Fund Shares to be
issued hereunder are not being acquired by such Acquired Fund for the purpose of
making any distribution thereof other than in accordance with the terms of this
Agreement;
5.2 Such Acquired Fund will assist the Acquiring Fund in obtaining such
information as the Acquiring Fund reasonably requires concerning the beneficial
ownership of the Acquired Fund Shares of such Acquired Fund.
5.3 Subject to the provisions of this Agreement, each Fund will take, or
cause to be taken, all actions, and do or cause to be done, all things
reasonably necessary, proper or advisable to consummate the transactions
contemplated by this Agreement;
5.4 Such Acquired Fund shall furnish to the Acquiring Fund on the
applicable Closing Date a statement of assets and liabilities of such Acquired
Fund ("Statement of Assets and Liabilities") as of the applicable Closing Date
setting forth the NAV (as computed pursuant to Paragraph 2.1) of such Acquired
Fund as of the Valuation Time, which statement shall be prepared in accordance
with GAAP consistently applied and certified by the Trust's Treasurer or
Assistant Treasurer. As promptly as practicable, but in any case within 30 days
after the applicable Closing Date, the Trust, on behalf of such Acquired Fund,
shall furnish to the Acquiring Fund, in such form as is reasonably satisfactory
to the Acquiring Fund, a statement of the earnings and profits of such Acquired
Fund for federal income tax purposes, and of any capital loss carryovers and
other items that will be carried over to the Acquiring Fund under the Code, and
which statement will be certified by the Treasurer of the Trust; and
5.5 No Fund shall take any action that is inconsistent with the
representations set forth herein or, with respect to such Acquired Fund or the
Trust, in the Acquired Fund Tax Representation Certificate and, with respect to
the Acquiring Fund or the Trust, in the Acquiring Fund Tax Representation
Certificate. Unless otherwise required pursuant to a "determination" within the
meaning of Section 1313(a) of the Code, the parties hereto shall treat and
report the Reorganization as a "reorganization" within the meaning of Section
368(a) of the Code and shall not take any position inconsistent with such
treatment.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH ACQUIRED FUND
The obligations of each Acquired Fund to consummate the Reorganization of
such Acquired Fund shall be, at its election, subject to the performance by the
Acquiring Fund of all the obligations to be performed by it hereunder on or
before the applicable Closing Date, and, in addition thereto, the following
further conditions, unless waived by such Acquired Fund in writing:
6.1 All representations and warranties by the Trust, on behalf of the
Acquiring Fund, contained in this Agreement shall be true and correct in all
material respects as of the date hereof and, except as they may be affected by
the transactions contemplated by this Agreement, as of the applicable Closing
Date with the same force and effect as if made on and as of the applicable
Closing Date;
6.2 The Acquiring Fund shall have delivered to such Acquired Fund on the
applicable Closing Date a certificate of the Trust, on behalf of the Acquiring
Fund, executed in its name by its President or Vice President and its Treasurer
or Assistant Treasurer, in form and substance satisfactory to such Acquired Fund
and dated as of the applicable Closing Date, to the effect that the
representations and warranties of the Trust made in this Agreement on behalf of
the Acquiring Fund are true and correct in all material respects at and as of
the applicable Closing Date, except as they may be affected by the transactions
contemplated by this Agreement, that each of the conditions to Closing in this
Article 6 has been met, and as to such other matters as such Acquired Fund shall
reasonably request;
6.3 The Trust, on its own behalf and on behalf of the Acquiring Fund,
shall have delivered to Morgan, Lewis & Bockius LLP an Acquiring Fund Tax
Representation Certificate, satisfactory to Morgan, Lewis & Bockius LLP, in a
form mutually acceptable to the Acquiring Fund and such Acquired Fund,
concerning certain tax-related matters; and
6.4 With respect to the Acquiring Fund, the Board of Trustees of the Trust
shall have determined that the Reorganization is in the best interests of the
Acquiring Fund and, based upon such determination, shall have approved this
Agreement and the transactions contemplated hereby.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND
The obligations of the Acquiring Fund to consummate the Reorganization of
an Acquired Fund shall be, at its election, subject to the performance by the
Acquired Fund of all the obligations to be performed by it hereunder on or
before the applicable Closing Date and, in addition thereto, the following
further conditions, unless waived by the Acquiring Fund in writing:
A-9
7.1 All representations and warranties of the Trust, on behalf of such
Acquired Fund, contained in this Agreement shall be true and correct in all
material respects as of the date hereof and, except as they may be affected by
the transactions contemplated by this Agreement, as of the applicable Closing
Date with the same force and effect as if made on and as of the applicable
Closing Date;
7.2 Such Acquired Fund shall have delivered to the Acquiring Fund the
Statement of Assets and Liabilities of such Acquired Fund pursuant to Paragraph
5.4, together with a list of its portfolio securities showing the federal income
tax bases and holding periods of such securities, as of the applicable Closing
Date, certified by the Trust's Treasurer or Assistant Treasurer;
7.3 Such Acquired Fund shall have delivered to the Acquiring Fund on the
applicable Closing Date a certificate of the Trust, on behalf of such Acquired
Fund, executed in its name by its President or Vice President and a Treasurer or
Assistant Treasurer, in form and substance reasonably satisfactory to the
Acquiring Fund and dated as of the applicable Closing Date, to the effect that
the representations and warranties of the Trust made in this Agreement on behalf
of such Acquired Fund are true and correct in all material respects at and as of
the applicable Closing Date, except as they may be affected by the transactions
contemplated by this Agreement, that each of the conditions to Closing in this
Article 7 has been met, and as to such other matters as the Acquiring Fund shall
reasonably request;
7.4 The Trust, on its own behalf and on behalf of such Acquired Fund,
shall have delivered to Morgan, Lewis & Bockius LLP an Acquired Fund Tax
Representation Certificate, satisfactory to Morgan, Lewis & Bockius LLP, in a
form mutually acceptable to the Acquiring Fund and such Acquired Fund,
concerning certain tax-related matters; and
7.5 With respect to such Acquired Fund, the Board of Trustees of the Trust
shall have determined that the Reorganization of such Acquired Fund is in the
best interests of such Acquired Fund and, based upon such determination, shall
have approved this Agreement and the transactions contemplated hereby.
8. FURTHER CONDITIONS PRECEDENT
If any of the conditions set forth below does not exist on or before the
Closing Date of the Reorganization of an Acquired Fund, with respect to such
Acquired Fund or the Acquiring Fund, the Trust, on behalf of such Acquired Fund
or Acquiring Fund, as applicable, at its option, shall not be required to
consummate the Reorganization with respect to such Acquired Fund and the
Acquiring Fund:
8.1 On the applicable Closing Date, no action, suit or other proceeding
shall be pending before any court or governmental agency in which it is sought
to restrain or prohibit, or obtain damages or other relief in connection with,
this Agreement or the Reorganization of such Acquired Fund as contemplated by
this Agreement;
8.2 All consents of other parties and all other consents, orders and
permits of federal, state and local regulatory authorities (including those of
the Commission and of state Blue Sky and securities authorities) deemed
necessary by the Acquiring Fund or such Acquired Fund to permit consummation, in
all material respects, of the Reorganization of such Acquired Fund 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 Acquiring Fund or such Acquired Fund, provided that either
party may waive any such conditions for itself;
8.3 The registration statement on Form N-14 filed in connection with this
Agreement shall have become effective under the Securities Act and no stop order
suspending the effectiveness of the registration statement shall have been
issued and, to the knowledge of the parties hereto, no investigation or
proceeding for that purpose shall have been instituted or be pending, threatened
or contemplated under the Securities Act;
8.4 The parties shall have received an opinion of Morgan, Lewis & Bockius
LLP with respect to the applicable Reorganization, satisfactory to such Acquired
Fund and the Acquiring Fund and subject to customary assumptions and
qualifications, substantially to the effect that, based upon certain facts,
assumptions and representations, and upon certifications contained in the
Acquiring Fund Tax Representation Certificate and the Acquired Fund Tax
Representation Certificate, for federal income tax purposes (i) the
Reorganization will constitute a "reorganization" within the meaning of Section
368(a) of the Code, and each of such Acquired Fund and the Acquiring Fund will
be a "party to a reorganization" within the meaning of Section 368(b) of the
Code; (ii) no gain or loss will be recognized by such Acquired Fund in the
Reorganization of such Acquired Fund on the transfer of the Acquired Assets of
such Acquired Fund to the Acquiring Fund solely in exchange for the Acquiring
Fund Shares and the assumption by the Trust, on behalf of the Acquiring Fund, of
the Assumed Liabilities of such Acquired Fund, or upon the distribution of the
Acquiring Fund Shares to the Acquired Fund Shareholders of such Acquired Fund in
complete liquidation of such Acquired Fund, except for (A) gain or loss that may
be recognized with respect to "section 1256 contracts" as defined in Section
1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in
a "passive foreign investment company" as defined in Section 1297(a) of the
Code, and (C) any other gain or loss that may be required to be recognized as a
result of the closing of such Acquired Fund's taxable year or upon the transfer
of an
A-10
asset regardless of whether such transfer would otherwise be a non-recognition
transaction under the Code; (iii) the tax basis in the hands of the Acquiring
Fund of the Acquired Assets of such Acquired Fund will be the same as the tax
basis of such Acquired Assets of such Acquired Fund in the hands of such
Acquired Fund immediately prior to the transfer thereof, increased by the
amount of gain (or decreased by the amount of loss), if any, recognized by such
Acquired Fund on the transfer; (iv) the holding period in the hands of the
Acquiring Fund of each Acquired Asset of such Acquired Fund, other than
Acquired Assets of such Acquired Fund with respect to which gain or loss is
required to be recognized in the Reorganization of such Acquired Fund, will
include the period during which the Acquired Asset of such Acquired Fund was
held by such Acquired Fund (except where investment activities of the Acquiring
Fund have the effect of reducing or eliminating the holding period with respect
to an Acquired Asset of such Acquired Fund); (v) no gain or loss will be
recognized by the Acquiring Fund upon its receipt of the Acquired Assets of
such Acquired Fund solely in exchange for Acquiring Fund Shares and the
assumption by the Trust, on behalf of the Acquiring Fund of the Assumed
Liabilities of such Acquired Fund as part of the Reorganization of such
Acquired Fund; (vi) no gain or loss will be recognized by the Acquired Fund
Shareholders of such Acquired Fund upon the exchange of all of their Acquired
Fund Shares of such Acquired Fund solely for Acquiring Fund Shares as part of
the Reorganization of such Acquired Fund; (vii) the aggregate tax basis of the
Acquiring Fund Shares that each Acquired Fund Shareholder of such Acquired Fund
receives in the Reorganization of such Acquired Fund will be the same as the
aggregate tax basis of the Acquired Fund Shares of such Acquired Fund exchanged
therefor; (viii) each Acquired Fund Shareholder's holding period for the
Acquiring Fund Shares received in the Reorganization of such Acquired Fund will
include the holding period for the Acquired Fund Shares of such Acquired Fund
exchanged therefor, provided that the Acquired Fund Shareholder held such
Acquired Fund Shares of such Acquired Fund as capital assets on the date of
exchange. Notwithstanding anything in this Agreement to the contrary, neither
such Acquired Fund nor the Acquiring Fund may waive the condition set forth in
this paragraph 8.4.
8.5 The Trust, on behalf of such Acquired Fund, shall have distributed to
the Acquired Fund Shareholders of such Acquired Fund, in a distribution or
distributions qualifying for the deduction for dividends paid under Section 561
of the Code, all of such Acquired Fund's investment company taxable income (as
defined in Section 852(b)(2) of the Code determined without regard to Section
852(b)(2)(D) of the Code) for its taxable year ending on the applicable Closing
Date, all of the excess of (i) its interest income excludable from gross income
under Section 103(a) of the Code over (ii) its deductions disallowed under
Sections 265 and 171(a)(2) of the Code for its taxable year ending on the
applicable Closing Date, and all of its net capital gain (as such term is used
in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available
capital loss carryforward, for its taxable year ending on the applicable Closing
Date.
9. BROKERAGE FEES AND EXPENSES
9.1 Each party hereto represents and warrants to each other party hereto
that there are no brokers or finders entitled to receive any payments in
connection with the transactions provided for herein.
9.2 Amundi Pioneer will pay 50% of the expenses incurred in connection
with each Reorganization (including, but not limited to, the preparation of the
registration statement on Form N-14). Each Acquired Fund agrees to pay 25% of
the expenses incurred in connection with the Reorganization of such Acquired
Fund (including, but not limited to, the preparation of the registration
statement on Form N-14). The Acquiring Fund agrees to pay 25% of the expenses
incurred in connection with each Reorganization (including, but not limited to,
the preparation of the registration statement on Form N-14). Notwithstanding any
of the foregoing, expenses will in any event be paid by the party directly
incurring such expenses if and to the extent that the payment by another person
of such expenses would result in a failure by any Fund to qualify for treatment
as a "regulated investment company" within the meaning of Section 851 of the
Code or would prevent a Reorganization from qualifying as a "reorganization"
within the meaning of Section 368 of the Code or otherwise result in the
imposition of tax on a Fund or on a Fund's shareholders.
10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
10.1 The Acquiring Fund and each Acquired Fund agrees that no party has
made any representation, warranty or covenant not set forth herein or referred
to in Paragraphs 4.1 or 4.2 hereof and that this Agreement constitutes the
entire agreement among the parties.
10.2 The covenants to be performed after the Closing of a Reorganization
by the Acquiring Fund and the applicable Acquired Fund shall survive the
Closing. The representations and warranties and all other covenants contained in
this Agreement or in any document delivered pursuant hereto or in connection
herewith shall not survive the consummation of the transactions contemplated
hereunder.
A-11
11. TERMINATION
11.1 This Agreement may be terminated with respect to the Reorganization
of an Acquired Fund by the mutual agreement of the Acquiring Fund and that
Acquired Fund. In addition, either party to a Reorganization may at its option
terminate this Agreement with respect to such Reorganization at or prior to the
applicable Closing Date:
(a) by resolution of the Trust's Board of Trustees if circumstances should
develop that, in the good faith opinion of such Board, make proceeding with the
Agreement not in the best interests of the Acquiring Fund's shareholders; or
(b) by resolution of the Trust's Board of Trustees if circumstances should
develop that, in the good faith opinion of such Board, make proceeding with the
Agreement not in the best interests of such Acquired Fund's shareholders.
11.2 In the event of any such termination, there shall be no liability for
damages on the part of the Trust, the Acquiring Fund or such Acquired Fund, or
the trustees or officers of the Trust, but, subject to Paragraph 9.2, each party
shall bear the expenses incurred by it incidental to the preparation and
carrying out of this Agreement.
11.3 The termination of this Agreement with respect to an Acquired Fund
shall not affect the continued effectiveness of this Agreement with respect to
the other Acquired Fund, nor shall it affect the rights and obligations of any
party in respect of any breach of this Agreement occurring prior to such
termination.
12. AMENDMENTS
This Agreement may be amended, modified or supplemented in such manner as
may be mutually agreed upon in writing by the authorized officers of the Trust;
provided that nothing contained in this Section 12 shall be construed to
prohibit the parties from amending this Agreement to change the Closing Date of
a Reorganization.
13. NOTICES
Any notice, report, statement or demand required or permitted by any
provision of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to the Trust at 60 State Street,
Boston, Massachusetts 02109.
14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT
14.1 The article and paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
14.2 This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
14.3 This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Delaware, without giving effect to conflict of
laws principles (other than Delaware Code Title 6 [section] 2708); provided
that, in the case of any conflict between those laws and the federal securities
laws, the latter shall govern.
14.4 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the prior 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, or other entity, other than the parties hereto
and their respective successors and assigns, any rights or remedies under or by
reason of this Agreement.
* * * * *
A-12
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed as of the date first set forth above by its President or Vice
President and attested by its Secretary or Assistant Secretary.
Attest: Pioneer Asset Allocation Trust, on behalf of
each of its series listed in Exhibit A
attached hereto
By: ______________________ By:__________________
Name: Name:
Title: Title:
Attest: Solely for purposes of paragraph 9.2 of the
Agreement: Amundi Pioneer Asset Management,
Inc.
By:__________________ By:__________________
Name: Name:
Title: Title:
A-13
Exhibit A
---------
Acquired Fund Share Classes Acquiring Fund Share Classes
-------------------------------------------------------------------------------------------------------------
Pioneer Solutions -- Conservative Fund Class A
Class C
Class R Class A
Class Y Pioneer Solutions -- Balanced Fund Class C
----------------------------------------------------
Pioneer Solutions -- Growth Fund Class A Class R
Class C Class Y
Class R
Class Y
-------------------------------------------------------------------------------------------------------------
A-14
SCHEDULE 4.1
A-15
SCHEDULE 4.2
A-16
30581-00-1017
PIONEER SOLUTIONS -- BALANCED FUND
(a series of Pioneer Asset Allocation Trust)
60 State Street
Boston, Massachusetts 02109
STATEMENT OF ADDITIONAL INFORMATION
______________, 2017
This Statement of Additional Information is not a prospectus. It should be
read in conjunction with the related combined Information Statement and
Prospectus (also dated ______________, 2017) which covers Class A, Class C,
Class R and Class Y shares of Pioneer Solutions -- Balanced Fund to be issued in
exchange for corresponding shares of each of Pioneer Solutions -- Conservative
Fund and Pioneer Solutions -- Growth Fund. Please retain this Statement of
Additional Information for further reference.
The Prospectus is available to you from Amundi Pioneer Asset Management, Inc.
free of charge by calling 1-800-225-6292.
Page
------
INTRODUCTION ........................................................... SAI--2
EXHIBITS AND DOCUMENTS INCORPORATED BY REFERENCE ....................... SAI--2
ADDITIONAL INFORMATION ABOUT EACH PIONEER FUND ......................... SAI--2
PRO FORMA COMBINED FINANCIAL STATEMENTS ................................ SAI--2
SAI--1
INTRODUCTION
This Statement of Additional Information is intended to supplement the
information provided in an Information Statement and Prospectus dated
______________, 2017 (the "Information Statement and Prospectus") relating to
the reorganization of each of Pioneer Solutions -- Conservative Fund and
Pioneer Solutions -- Growth Fund into Pioneer Solutions -- Balanced Fund.
EXHIBITS AND DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated herein by reference, unless
otherwise indicated. Shareholders will receive a copy of each document that is
incorporated by reference upon any request to receive a copy of this Statement
of Additional Information.
1. Statement of Additional Information for each of Pioneer Solutions --
Conservative Fund, Pioneer Solutions -- Balanced Fund and Pioneer Solutions --
Growth Fund, dated December 1, 2016, as supplemented (File Nos. 333-114788 and
811-21569), as filed with the Securities and Exchange Commission on November
22, 2016 (Accession No. 0001288255-16-000040) is incorporated herein by
reference.
2. The Annual Report of each of Pioneer Solutions -- Conservative Fund, Pioneer
Solutions -- Balanced Fund and Pioneer Solutions -- Growth Fund, for the fiscal
year ended July 31, 2017 (File No. 811-21569), as filed with the Securities and
Exchange Commission on September 29, 2017 (Accession No. 0001288255-17-000008)
is incorporated herein by reference.
ADDITIONAL INFORMATION ABOUT
EACH PIONEER FUND
Additional information about each Pioneer Fund can be found in the most
recent Statement of Additional Information of each Pioneer Fund, which is
incorporated by reference into this registration statement.
PRO FORMA COMBINED FINANCIAL STATEMENTS
Shown below in connection with the reorganization of each of Pioneer
Solutions -- Conservative Fund and Pioneer Solutions -- Growth Fund (each, an
"Acquired Fund") into Pioneer Solutions -- Balanced Fund (the "Acquiring Fund")
are the financial statements for each of the Pioneer Funds and the pro forma
financial statements for the combined fund, assuming each Reorganization has
been consummated on July 31, 2017.
The first table presents the Schedule of Investments for each Pioneer Fund
and pro forma figures for the combined fund. The second table presents the
Statements of Assets and Liabilities for each Pioneer Fund and estimated pro
forma figures for the combined fund. The third table presents the Statements of
Operations for each Pioneer Fund and estimated pro forma figures for the
combined fund.
Because both Acquired Funds may reorganize with the Acquiring Fund, the
tables show the three possibilities that may result: (1) both Acquired Funds
reorganize with the Acquiring Fund; (2) only Pioneer Solutions -- Conservative
Fund reorganizes with the Acquiring Fund; or (3) only Pioneer Solutions --
Growth Fund reorganizes with the Acquiring fund.
These tables are followed by the Notes to the Pro Forma Financial
Statements.
These Pro Forma Financial Statements and related Notes should be read in
conjunction with the financial statements of the Acquiring Fund and each
Acquired Fund included in their annual report to shareowners dated July 31,
2017.
SAI--2
1. Pro Forma Financial Statements Assuming Reorganization
of Both Acquired Funds into the Acquiring Fund
SAI--3
Pro Forma Combined Schedule of Investments
Pioneer Solutions -- Balanced Fund
July 31, 2017
(unaudited)
Pioneer
Solutions --
Pioneer Pioneer Pioneer Balanced
Solutions -- Solutions -- Solutions -- Fund % of
Balanced Growth Conservative ProForma Pro Forma
Fund Fund Fund Pro Forma Combined Combined
Shares Shares Shares Adjustment Shares Net Assets
--------------------------------------------------------------------------------------------------------------------
MUTUAL FUNDS 98.0%
UNAFFILIATED FUNDS 7.1%
74,636 195,731 10,871 (281,238) -- AMG Managers Fairpointe Mid
Cap Fund Class I
123,725 401,463 18,506 (543,694) -- Columbia Contrarian Core Fund
Class Y
735,648 323,717 221,619 (1,280,984) -- Doubleline Total Return Bond
Fund Class I
16,694 40,760 3,802 8,663 69,919 iShares Core MSCI Emerging
Markets ETF
89,985 237,003 12,179 37,716 376,883 iShares MSCI Canada ETF
49,534 120,827 11,588 25,513 207,462 iShares MSCI China ETF
37,046 92,280 8,603 17,230 155,159 iShares MSCI South Korea
Capped ETF
-- 386,257 11,820 (398,077) -- JOHCM Asia Ex-Japan Equity Fund
Class IS
-- 441,868 -- (441,868) -- JPMorgan Intrepid European Fund
Class L
-- -- 245,938 (245,938) -- Metropolitan West Total Return Bond
Fund Class I
594,024 -- 250,261 (844,285) -- MFS Total Return Bond Fund Class I
-- 213,156 9,076 (222,232) -- Oak Ridge Small Cap Growth Fund
Class K
166,209 508,467 13,929 (688,605) -- T. Rowe Price International Funds -
European Stock Fund
548,481 -- 230,893 (779,374) -- Western Asset Core Plus Bond Fund
Class IS
---------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN 7.1%
UNAFFILIATED FUNDS
---------------------------------------------------------------------------------------------------------------------
AFFILIATED FUNDS* 90.9%
1,505,215 1,902,159 1,587,722 1,309,173 6,304,269 Pioneer Bond Fund Class K
195,351 619,773 28,841 (25,779) 818,186 Pioneer Core Equity Fund Class Y
491,134 1,584,109 62,800 (81,034) 2,057,009 Pioneer Disciplined Value Fund Class Y
491,341 -- 44,418 1,522,118 2,057,877 Pioneer Dynamic Credit Fund Class Y
-- -- 26,170 (26,170) -- Pioneer Floating Rate Fund Class K
130,055 459,868 18,199 (63,414) 544,708 Pioneer Fund Class Y
173,510 626,568 24,917 (98,286) 726,709 Pioneer Fundamental Growth Fund
Class K
1,078,851 2,341,358 165,382 932,944 4,518,535 Pioneer Global Equity Fund Class K
312,079 -- 17,231 977,765 1,307,075 Pioneer Global High Yield Fund Class Y
262,268 -- (262,268) -- Pioneer Global Multisector Income
Fund Class Y
1 -- 12,638 (12,632) 7 Pioneer High Yield Fund Class Y
1,172,294 2,322,206 100,030 1,315,368 4,909,898 Pioneer International Equity Fund
Class Y
228,181 693,486 29,925 4,095 955,687 Pioneer Mid Cap Value Fund Class K
2,036,411 870,025 1,411,045 4,211,588 8,529,069 Pioneer Strategic Income Fund Class K
---------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN 90.9%
AFFILIATED FUNDS
---------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS MUTUAL FUNDS 98.0%
---------------------------------------------------------------------------------------------------------------------
Pioneer Pioneer Pioneer Pioneer
Solutions -- Solutions -- Solutions -- Solutions --
Balanced Growth Conservative Balanced Fund
Fund Fund Fund Pro Forma
Market Market Market Pro Forma Combined
Value Value Value Adjustment (a) Market Value
-------------------------------------------------------------------------------------
$ 3,288,456 $ 8,623,921 $ 478,975 $ (12,391,352) $ --
3,205,715 10,401,906 479,490 (14,087,111) --
7,871,434 3,463,772 2,371,323 (13,706,529) --
881,276 2,151,720 200,708 457,332 3,691,036
2,510,581 6,612,384 339,794 1,052,271 10,515,030
2,942,815 7,178,332 688,443 1,515,756 12,325,346
2,582,106 6,431,916 599,629 1,200,944 10,814,595
-- 4,750,964 145,384 (4,896,348) --
-- 11,855,319 -- (11,855,319) --
-- -- 2,624,158 (2,624,158) --
6,385,758 -- 2,690,306 (9,076,064) --
-- 7,756,747 330,276 (8,087,023) --
3,365,732 10,296,457 282,062 (13,944,251) --
6,504,985 -- 2,738,391 (9,243,376) --
--------------------------------------------------------------------------------------
$ 39,538,858 $ 79,523,438 $ 13,968,939 $ (95,685,228) $ 37,346,007
--------------------------------------------------------------------------------------
$ 14,645,742 $ 18,508,007 $ 15,448,535 $ 12,738,250 $ 61,340,534
3,994,931 12,674,353 589,798 (527,173) 16,731,909
8,344,367 26,914,012 1,066,972 (1,376,770) 34,948,581
4,687,396 -- 423,748 14,521,004 19,632,148
-- -- 178,218 (178,218) --
4,207,283 14,876,717 588,738 (2,051,438) 17,621,300
3,848,452 13,897,278 552,659 (2,179,978) 16,118,411
16,937,961 36,759,321 2,596,497 14,647,219 70,940,998
2,783,745 -- 153,703 8,721,667 11,659,115
2,848,230 -- (2,848,230) --
6 -- 124,233 (124,212) 27
27,384,773 54,246,741 2,336,709 30,726,996 114,695,219
5,788,952 17,593,740 759,197 103,889 24,245,778
22,095,059 9,439,771 15,309,838 45,695,725 92,540,393
--------------------------------------------------------------------------------------
$ 114,718,667 $ 207,758,170 $ 40,128,845 $ 117,868,731 $ 480,474,413
--------------------------------------------------------------------------------------
$ 154,257,525 $ 287,281,608 $ 54,097,784 $ 22,183,503 $ 517,820,420
--------------------------------------------------------------------------------------
SAI--4
Pioneer
Solutions --
Pioneer Pioneer Pioneer Balanced
Solutions -- Solutions -- Solutions -- Fund % of
Balanced Growth Conservative ProForma Pro Forma
Fund Fund Fund Pro Forma Combined Combined
Shares Shares Shares Adjustment Shares Net Assets
-----------------------------------------------------------------------------------------------------------------------
Principal Principal Principal ProForma Principal
Amount ($) Amount ($) Amount ($) Adjustment Amount ($)
-----------------------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT AND AGENCY
OBLIGATION 0.0%
3,632,917 6,796,244 1,265,817 (11,694,978) -- U.S. Treasury Inflation Indexed Note,
0.375%, 1/15/27
-----------------------------------------------------------------------------------------------------------------------
TOTAL U.S. GOVERNMENT AND
AGENCY OBLIGATION
-----------------------------------------------------------------------------------------------------------------------
Principal Principal Principal Pro Forma Principal
Amount ($) Amount ($) Amount ($) Adjustment Amount ($)
-----------------------------------------------------------------------------------------------------------------------
SOVEREIGN DEBT OBLIGATION 0.0%
JPY 361,201,906 615,878,840 121,069,342 (1,098,150,088) -- Japanese Government CPI Linked Bond,
0.10%, 3/10/25
-----------------------------------------------------------------------------------------------------------------------
TOTAL SOVEREIGN DEBT OBLIGATION
-----------------------------------------------------------------------------------------------------------------------
Pro Forma
Contracts Contracts Contracts Adjustment Contracts
-----------------------------------------------------------------------------------------------------------------------
EXCHANGE-TRADED PUT OPTION
PURCHASED 0.0%
-- 169 -- (169) -- Russell 2000 Index
-----------------------------------------------------------------------------------------------------------------------
TOTAL EXCHANGE-TRADED PUT
OPTION PURCHASED
(Premiums paid $1,416,651)
-----------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES 98.0%
-----------------------------------------------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES 2.0%
-----------------------------------------------------------------------------------------------------------------------
TOTAL NET ASSETS 100.0%
-----------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENT AT COST
=======================================================================================================================
Pioneer Pioneer Pioneer Pioneer
Solutions -- Solutions -- Solutions -- Solutions --
Balanced Growth Conservative Balanced Fund
Fund Fund Fund Pro Forma
Market Market Market Pro Forma Combined
Value Value Value Adjustment (a) Market Value
---------------------------------------------------------------------------------------
$ 3,585,123 $ 6,706,833 $ 1,249,164 $ (11,541,120) $ --
---------------------------------------------------------------------------------------
$ 3,585,123 $ 6,706,833 $ 1,249,164 $ (11,541,120) $ --
---------------------------------------------------------------------------------------
$ 3,394,305 $ 5,787,569 $ 1,137,719 $ (10,319,593) $ --
---------------------------------------------------------------------------------------
$ 3,394,305 $ 5,787,569 $ 1,137,719 $ (10,319,593) $ --
---------------------------------------------------------------------------------------
$ -- $ 322,790 $ -- $ (322,790) $ --
---------------------------------------------------------------------------------------
$ -- $ 322,790 $ -- $ (322,790) $ --
---------------------------------------------------------------------------------------
$ 161,236,953 $ 300,098,800 $ 56,484,667 $ -- $ 517,820,420
---------------------------------------------------------------------------------------
$ 3,296,829 $ 6,611,997 $ 813,612 $ -- $ 10,722,438
---------------------------------------------------------------------------------------
$ 164,533,782 $ 306,710,797 $ 57,298,279 $ -- $ 528,467,858(b)
---------------------------------------------------------------------------------------
$ 145,381,077 $ 264,161,474 $ 54,580,710 $ 1,237,831 $ 465,361,092
=======================================================================================
* Affiliated funds managed by the Adviser.
(a) Specific investments held by Pioneer Solutions -- Balanced Fund, Pioneer
Solutions -- Growth Fund and Pioneer Solutions -- Conservative Fund no
longer comply with the new prospectus mandate and are assumed sold.
Proceeds have been reallocated amongst existing ETF and affiliated
investments held by Pioneer Solutions -- Balanced Fund.
(b) Reflects costs of the reorganization.
JPY Japanese Yen
SAI--5
Pro Forma Combined Statement of Assets and Liabilities
Pioneer Solutions -- Balanced Fund
July 31, 2017
(unaudited)
Pioneer
Pioneer Pioneer Solutions --
Solutions -- Solutions -- Conservative Pro Forma Pro Forma
Balanced Fund Growth Fund Fund Adjustments Combined
------------------------------------------------------------------------------------------------------------------------------------
ASSETS:
Investment in securities of affiliated funds,
at value (at cost $99,756,860,
$174,807,834 and $38,551,471, respectively) $ 114,718,667 $ 207,758,170 $ 40,128,845 $117,868,731(c) $ 480,474,413
Investment in securities of unaffiliated funds,
at value (at cost $45,624,217,
$89,353,640 and $16,029,239, respectively) 46,518,286 92,340,630 16,355,822 (117,868,731)(c) 37,346,007
Cash 1,377,044 1,686,944 255,623 8,060,540(d) 11,380,151
Foreign currencies, at value (at cost $14,228,
$53,588 and $17,375, respectively) 6,991 44,229 16,595 -- 67,815
Restricted cash 2,744,246 6,151,101 661,536 (9,556,883)(d) --
Unrealized appreciation on forward foreign
currency contracts 876,171 2,152,462 202,476 (3,231,109)(d) --
Receivables -
Capital stock sold 48,361 153,098 9,633 -- 211,092
Distributions to shareowner 1,785 -- -- -- 1,785
Dividends 157,458 94,937 97,396 -- 349,791
Interest 1,922 3,381 653 -- 5,956
Due from the Adviser 36 35 19323 -- 19,394
Other assets 23,927 20,817 25,774 -- 70,518
------------------------------------------------------------------------------------------------------------------------------------
Total assets $ 166,474,894 $ 310,405,804 $ 57,773,676 $ (4,727,452) $ 529,926,922
------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES:
Written options (premiums received $-, $(574,156)
and $-, respectively) $ -- $ 70,980 $ -- $ (70,980)(d) $ --
Unrealized depreciation on interest rate
swap agreements 21,053 38,614 7,009 (66,676)(d) --
Unrealized depreciation on forward foreign
currency contracts 1,379,203 2,418,825 259,470 (4,057,498)(d) --
Payables for:
Capital stock redeemed 272,841 666,120 76,991 -- 1,015,952
Distributions to shareowners -- 2,126 2,266 -- 4,392
Professional fees 35,433 39,287 39,890 -- 114,610
Custodian fees 8,739 8,890 11,474 -- 29,103
Swap payments 3,866 6,384 1,282 (11,532)(d) --
Variation margin for centrally cleared interest
rate swap agreements 81,920 160,834 26,389 (269,143)(d) --
Variation margin for futures contracts 65,656 165,005 20,962 (251,623)(d) --
Due to affiliates 32,046 50,011 10,086 -- 92,143
Accrued expenses and other liabilities 40,355 67,931 19,578 75,000(b) 202,864
------------------------------------------------------------------------------------------------------------------------------------
Total liabilities $ 1,941,112 $ 3,695,007 $ 475,397 $ (4,652,452) $ 1,459,064
------------------------------------------------------------------------------------------------------------------------------------
NET ASSETS:
Paid-in capital $ 154,585,013 $ 266,065,178 $ 56,719,819 $ -- $ 477,370,010
Undistributed net investment income 559,550 (1,193,533) 602,604 (75,000)(b) (106,379)
Accumulated net realized gain (loss) on
investments, futures contracts,
swap agreements, written options
and foreign currency transactions (5,846,581) 6,059,220 (1,788,216) 320,476(c) (1,255,101)
Net unrealized appreciation (depreciation)
on investments 15,855,876 35,937,326 1,903,957 (1,237,831)(c) 52,459,328
Net unrealized appreciation (depreciation)
on futures contracts (22,799) (210,470) (54,750) 288,019(d) --
Net unrealized appreciation (depreciation)
on swap contracts (86,792) (174,044) (27,295) 288,131(d) --
Net unrealized appreciation (depreciation)
on written options -- 503,176 -- (503,176)(d) --
Net unrealized appreciation (depreciation)
on forward foreign currency contracts and
other assets and liabilities denominated
in foreign currencies (510,485) (276,056) (57,840) 844,381(d) --
------------------------------------------------------------------------------------------------------------------------------------
Total net assets $ 164,533,782 $ 306,710,797 $ 57,298,279 $ (75,000) $ 528,467,858
====================================================================================================================================
SAI--6
Pro Forma Combined Statement of Assets and Liabilities (continued)
Pioneer Solutions -- Balanced Fund
July 31, 2017
(unaudited)
Pioneer
Pioneer Pioneer Solutions --
Solutions -- Solutions -- Conservative Pro Forma Pro Forma
Balanced Fund Growth Fund Fund Adjustments Combined
-----------------------------------------------------------------------------
NET ASSETS BY CLASS:
Class A $ 114,528,007 $ 237,909,576 $ 42,698,526 $ (54,619)(b) $ 395,081,490
===================================================================================================================================
Class C $ 49,276,765 $ 67,953,880 $ 14,336,044 $ (20,077)(b) $ 131,546,612
===================================================================================================================================
Class R $ 30,644 $ 36,642 $ 8,980 $ (12)(b) $ 76,254
===================================================================================================================================
Class Y $ 698,366 $ 810,699 $ 254,729 $ (292)(b) $ 1,763,502
===================================================================================================================================
OUTSTANDING SHARES:
(No par value, unlimited number of
shares authorized)
Class A 9,629,583 17,610,111 4,038,342 1,951,892(a) 33,229,928
===================================================================================================================================
Class C 4,510,554 5,348,524 1,403,217 783,966(a) 12,046,261
===================================================================================================================================
Class R 2,590 2,732 852 272(a) 6,446
===================================================================================================================================
Class Y 57,903 58,736 25,570 4,038(a) 146,247
===================================================================================================================================
NET ASSET VALUE PER SHARE:
Class A $ 11.89 $ 13.51 $ 10.57 $ 11.89
===================================================================================================================================
Class C $ 10.92 $ 12.71 $ 10.22 $ 10.92
===================================================================================================================================
Class R $ 11.83 $ 13.41 $ 10.54 $ 11.83
===================================================================================================================================
Class Y $ 12.06 $ 13.80 $ 9.96 $ 12.06
===================================================================================================================================
MAXIMUM OFFERING PRICE:
Class A (100 / 94.25 x net asset value per) $ 12.62 $ 14.33 $ 11.21 $ 12.62
===================================================================================================================================
(a) Class A, Class C, Class R and Class Y shares of Pioneer Solutions - Growth
Fund and Class A, Class C, Class R and Class Y shares of Pioneer Solutions
- Conservative Fund are exchanged for Class A, Class C, Class R and Class
Y shares of Pioneer Solutions - Balanced Fund, respectively.
(b) Reflects one-time cost related to the reorganization.
(c) Specific investments held by Pioneer Solutions - Balanced Fund, Pioneer
Solutions - Growth Fund and Pioneer Solutions - Conservative Fund no
longer comply with the new prospectus mandate and are assumed sold.
Proceeds have been reallocated amongst existing ETF and affiliated
investments held by Pioneer Solutions - Balanced Fund.
(d) Derivative investments held by Pioneer Solutions - Balanced Fund, Pioneer
Solutions - Growth Fund and Pioneer Solutions - Conservative Fund no
longer comply with the new prospectus mandate and are assumed to be sold
for cash.
See accompanying notes to pro forma financial statements.
SAI--7
Pro Forma Combined Statement of Operations
Pioneer Solutions -- Balanced Fund
For the Twelve Months ended July 31, 2017
(unaudited)
Pioneer
Pioneer Pioneer Solutions --
Solutions -- Solutions -- Conservative Pro Forma Pro Forma
Balanced Fund Growth Fund Fund Adjustments Combined
-------------------------------------------------------------------------------
INVESTMENT INCOME:
Dividends from underlying affiliated funds $ 2,701,762 $ 3,335,754 $ 1,339,298 $ -- $ 7,376,814
Dividends from underlying unaffiliated funds 1,018,726 1,109,272 336,733 -- 2,464,731
Interest 70,974 130,045 26,662 -- 227,681
------------------------------------------------------------------------------------------------------------------------------------
Total investment income $ 3,791,462 $ 4,575,071 $ 1,702,693 $ -- $ 10,069,226
------------------------------------------------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 224,362 $ 399,810 $ 78,289 $ -- $ 702,461
Transfer agent fees
Class A 112,556 277,325 38,361 -- 428,242
Class C 31,038 56,525 12,290 -- 99,853
Class R 117 168 66 -- 351
Class Y 1,029 1,381 310 -- 2,720
Distribution fees
Class A 293,331 589,309 110,893 -- 993,533
Class C 543,625 707,276 157,339 -- 1,408,240
Class R 112 134 44 -- 290
Shareholder communication expense 22,975 52,372 6,621 -- 81,968
Administrative reimbursements 93,241 172,639 39,314 (35,016)(b) 270,178
Custodian fees 50,896 51,384 51,407 (54,935)(b) 98,752
Registration fees 75,853 56,292 70,446 (85,038)(a) 117,553
Professional fees 42,516 46,724 42,427 (67,980)(a) 63,687
Printing expense 33,383 26,391 18,244 (35,426)(a) 42,592
Pricing fees 1,615 1,476 1,219 4,310
Fees and expenses of non-affiliated trustees 7,379 10,652 7,096 (10,127)(a) 15,000
Insurance expense 2,354 4,141 939 7,434
Miscellaneous 10,585 11,799 7,209 1,557(a) 31,150
------------------------------------------------------------------------------------------------------------------------------------
Total expenses $ 1,546,967 $ 2,465,798 $ 642,514 $ (286,965) $ 4,368,314
Less fees waived and expenses reimbursed
by the Adviser (107) (139) (102,991) 103,058(b) (179)
------------------------------------------------------------------------------------------------------------------------------------
Net expenses $ 1,546,860 $ 2,465,659 $ 539,523 $ (183,907) $ 4,368,135
------------------------------------------------------------------------------------------------------------------------------------
Net investment income $ 2,244,602 $ 2,109,412 $ 1,163,170 $ 183,907 $ 5,701,091
------------------------------------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on:
Underlying affiliated funds $ 1,898,557 $ 6,961,742 $ (83,687) $ 318,184(c) $ 9,094,796
Underlying unaffiliated funds (1,558,110) (3,898,915) (42,741) 919,647(c) (4,580,119)
Capital gain on distributions from underlying
affiliated funds 1,165,286 4,162,676 312,234 -- 5,640,196
Capital gain on distributions from underlying
unaffiliated funds 433,965 975,954 35,056 -- 1,444,975
Futures contracts (3,541,877) (1,853,526) (632,170) (288,019)(d) (6,315,592)
Swap contracts (389,466) (644,667) (126,396) (288,131)(d) (1,448,660)
Written options 262,780 1,190,184 20,724 503,176(d) 1,976,864
Forward foreign currency contracts and
other assets and liabilities
denominated in foreign currencies 554,349 506,786 207,936 (844,381)(d) 424,690
------------------------------------------------------------------------------------------------------------------------------------
$ (1,174,516) $ 7,400,234 $ (309,044) $ 320,476 $ 6,237,150
------------------------------------------------------------------------------------------------------------------------------------
Change in net unrealized appreciation
(depreciation) on:
Underlying affiliated funds $ 6,974,415 $ 11,842,079 $ 943,543 $ (318,184)(c) $ 19,441,853
Underlying unaffiliated funds 2,624,782 8,911,873 100,735 (919,647)(c) 10,717,743
Futures contracts 506,000 1,275,949 112,311 288,019(d) 2,182,279
Swap contracts 288,358 442,592 93,909 288,131(d) 1,112,990
Written options (64,327) 385,539 (17,544) (503,176)(d) (199,508)
Forward foreign currency contracts
and other assets and liabilities
denominated in foreign currencies (372,479) (66,155) (31,416) 844,381(d) 374,331
------------------------------------------------------------------------------------------------------------------------------------
$ 9,956,749 $ 22,791,877 $ 1,201,538 $ (320,476) $ 33,629,688
------------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss)
on investments $ 8,782,233 $ 30,192,111 $ 892,494 $ -- $ 39,866,838
------------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets resulting
from operations $ 11,026,835 $ 32,301,523 $ 2,055,664 $ 183,907 $ 45,567,929
====================================================================================================================================
(a) Reflects reduction in expenses due to elimination of duplicate services.
(b) Reflects change in fee structure to conform with Pioneer Solutions --
Balanced Fund's custodian, administrative, management and transfer agent
agreements.
(c) Represents a realized gain on the sale of specific investments held by
Pioneer Solutions -- Balanced Fund, Pioneer Solutions -- Growth Fund and
Pioneer Solutions -- Conservative Fund which no longer comply with the
Pioneer Solutions -- Balanced Fund's new prospectus mandate.
(d) Represents the net realized loss on the sale of derivative investments
held by Pioneer Solutions -- Balanced Fund, Pioneer Solutions -- Growth
Fund and Pioneer Solutions -- Conservative Fund which no longer comply
with the new prospectus mandate.
See accompanying notes to pro forma financial statements.
SAI--8
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
Pioneer Solutions -- Balanced Fund
July 31, 2017
1. Description of The Fund
Pioneer Asset Allocation Trust (the "Trust") is organized as a Delaware
statutory trust and is registered with the Securities and Exchange Commission
under the Investment Company Act of 1940 (the "1940 Act") as an open-end
management investment company. The Trust consists of three separate funds
(each, a "Fund," and collectively, the "Funds"), each issuing four classes of
shares as follows:
Pioneer Solutions -- Conservative Fund ("Conservative Fund")
Pioneer Solutions -- Growth Fund ("Growth Fund")
Pioneer Solutions -- Balanced Fund ("Balanced Fund").
The investment objective of each of the Conservative Fund, the Growth Fund and
the Balanced Fund is to seek long-term capital growth and current income.
Each Fund is a "fund of funds." Each Fund seeks to achieve its investment
objective by investing primarily in other funds ("underlying funds"). Each Fund
may also invest directly in securities and use derivatives. Each Fund invests
mainly in funds managed by Amundi Pioneer Asset Management, Inc., formerly
Pioneer Investment Management, Inc. Each Fund may also invest in unaffiliated
mutual funds or exchange-traded funds ("ETFs"). The Funds indirectly pay a
portion of the expenses incurred by underlying funds. Consequently, an
investment in the Funds entails more direct and indirect expenses than direct
investment in the applicable underlying funds.
Each Fund offers four classes of shares designated as Class A, Class C, Class R
and Class Y shares. Each class of shares represents an interest in the same
portfolio of investments of each Fund and has identical rights (based on
relative net asset values) to assets and liquidation proceeds. Share classes
can bear different rates of class-specific fees and expenses such as transfer
agent and distribution fees. Differences in class specific fees and expenses
will result in differences in net investment income and, therefore, the payment
of different dividends from net investment income earned by each class. The
Amended and Restated Declaration of Trust of each Fund gives the Board of
Trustees the flexibility to specify either per-share voting or dollar-weighted
voting when submitting matters for shareowner approval. Under per-share voting,
each share of a class of a Fund is entitled to one vote. Under dollar-weighted
voting, a shareowner's voting power is determined not by the number of shares
owned, but by the dollar value of the shares on the record date. Each share
class has exclusive voting rights with respect to matters affecting only that
class, including with respect to the distribution plan for that class. There is
no distribution plan for Class Y shares.
On July 3, 2017, Amundi acquired Pioneer Investments, a group of asset
management companies located throughout the world. Amundi, one of the world's
largest asset managers, is headquartered in Paris, France. As a result of the
transaction, Pioneer Investment Management, Inc., the Funds' investment
adviser, became an indirect wholly owned subsidiary of Amundi and Amundi's
wholly owned subsidiary, Amundi USA, Inc. Prior to July 3, 2017, Pioneer
Investments was owned by Pioneer Global Asset Management S.p.A., a wholly owned
subsidiary of UniCredit S.p.A.
In connection with the transaction, the names of the Funds' investment adviser
and principal underwriter changed. Effective July 3, 2017, the name of Pioneer
Investment Management, Inc. changed to Amundi Pioneer Asset Management, Inc.
(the "Adviser") and the name of Pioneer Funds Distributor, Inc. changed to
Amundi Pioneer Distributor, Inc. (the "Distributor").
In October 2016, the Securities and Exchange Commission ("SEC") released its
Final Rule on Investment Company Reporting Modernization. In addition to
introducing two new regulatory reporting forms (Form N-PORT and Form N-CEN),
the Final Rule amends Regulation S-X, which impacts financial statement
presentation, particularly related to the presentation of derivative
investments. Financial statements filed with the SEC with a period end date on
or after August 1, 2017 are required to be in compliance with the amendments to
Regulation S-X. Although still evaluating the impact of these amendments,
management expects the Fund's adoption to be limited to additional financial
statement disclosures.
The financial statements have been prepared in conformity with U.S. generally
accepted accounting principles ("U.S. GAAP") that require the management of the
Funds to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of income and expenses during the reporting period. Actual results
could differ from these estimates.
Each Fund is an investment company and follows investment company accounting
and reporting guidance under U.S. GAAP.
SAI--9
2. Basis of Combination
The accompanying pro forma combining financial statements, and related notes,
are presented to show the effect of the proposed Reorganization of Growth Fund,
Conservative Fund and Balanced Fund (the "Reorganization"), as if such
Reorganization had taken place as of July 31, 2017.
Under the terms of an Agreement and Plan of Reorganization between these three
funds, the combination of Balanced Fund and Growth Fund and Conservative Fund
will be treated as a tax-free business combination and accordingly will be
accounted for by a method of accounting for tax-free reorganizations of
investment companies. The Reorganization will be accomplished by an acquisition
of the net assets of the Growth Fund and Conservative Fund in exchange for
shares of Balanced Fund at Balanced Fund's net asset values. The accompanying
schedules of investments, statements of assets and liabilities and the related
statements of operations of Balanced Fund and Growth Fund and Conservative Fund
have been combined as of and for the twelve months ended July 31, 2017.
Following the Reorganization, Balanced Fund will be the accounting survivor.
The Adviser has agreed to pay 50% of the expenses associated with the
Reorganization, Balanced Fund will pay 25% of the costs of the
reorganization, and Growth Fund and Conservative Fund will equally bear the
remaining costs of the Reorganization. These costs are reflected in the pro
forma financial statements.
These pro forma financial statements and related notes should be read in
conjunction with the financial statements of Balanced Fund, the Growth Fund and
Conservative Fund included in their respective annual reports to shareowners
dated July 31, 2017. The schedule of investments and the statement of assets
and liabilities have been shown to reflect the liquidation of certain
securities and derivative investments held by Balanced Fund the Growth Fund and
Conservative Fund that no longer comply with Balanced Fund's new prospectus
mandate. Proceeds from the sale of investment securities have been reallocated
into existing ETF and affiliated investments held by Balanced Fund. Proceeds
from the sale of derivative investments have been redeemed for cash. The
statement of operations reflect the realized gain/loss from the sale of
investments and derivative holdings and other adjustments made to expenses for
affiliate contractual rates and duplicate services that would not have been
incurred if the Reorganization took place on August 1, 2016.
3. Security Valuation
The net asset value of the Funds are computed once daily, on each day the New
York Stock Exchange ("NYSE") is open, as of the close of regular trading on the
NYSE.
Shares of open-end registered investment companies (including money market
mutual funds) are valued at such funds' net asset value. Repurchase agreements
are valued at par. Cash may include overnight time deposits at approved
financial institutions.
Fixed-income securities are valued by using prices supplied by independent
pricing services, which consider such factors as market prices, market events,
quotations from one or more brokers, Treasury spreads, yields, maturities and
ratings, or may use a pricing matrix or other fair value methods or techniques
to provide an estimated value of the security or instrument. A pricing matrix
is a means of valuing a debt security on the basis of current market prices for
other debt securities, historical trading patterns in the market for fixed
income securities and/or other factors. Non-U.S. debt securities that are
listed on an exchange will be valued at the bid price obtained from an
independent third party pricing service. When independent third party pricing
services are unable to supply prices, or when prices or market quotations are
considered to be unreliable, the value of that security may be determined using
quotations from one or more broker-dealers.
Swap agreements, including interest rate swaps, caps and floors (other than
centrally cleared swap agreements) are valued at the dealer quotations obtained
from reputable International Swap Dealers Association members. Centrally
cleared swaps are valued at the daily settlement price provided by the central
clearing counterparty.
Futures contracts are generally valued at the closing settlement price
established by the exchange on which they are traded.
Options contracts are generally valued at the mean between the last bid and ask
prices on the principal exchange where they are traded. Over-the-counter
("OTC") options and options on swaps ("swaptions") are valued using prices
supplied by independent pricing services, which consider such factors as market
prices, market events, quotations from one or more brokers, Treasury spreads,
yields, maturities and ratings, or may use a pricing matrix or other fair value
methods or techniques to provide an estimated value of the security or
instrument.
Forward foreign currency exchange contracts are valued daily using the foreign
exchange rate or, for longer term forward contract positions, the spot currency
rate, in each case provided by a third party pricing service. Contracts whose
forward settlement date falls between two quoted days are valued by
interpolation.
SAI--10
Securities for which independent pricing services or broker-dealers are unable
to supply prices or for which market prices and/or quotations are not readily
available or are considered to be unreliable are valued by a fair valuation
team comprised of certain personnel of the Adviser, pursuant to procedures
adopted by the Funds' Board of Trustees. The Adviser's fair valuation team uses
fair value methods approved by the Valuation Committee of the Board of
Trustees. The Adviser's fair valuation team is responsible for monitoring
developments that may impact fair valued securities and for discussing and
assessing fair values on an ongoing basis, and at least quarterly, with the
Valuation Committee of the Board of Trustees.
Inputs used when applying fair value methods to value a security may include
credit ratings, the financial condition of the company, current market
conditions and comparable securities. the Funds may use fair value methods if
it is determined that a significant event has occurred after the close of the
exchange or market on which the security trades and prior to the determination
of each Fund's net asset value. Examples of a significant event might include
political or economic news, corporate restructurings, natural disasters,
terrorist activity or trading halts. Thus, the valuation of each Fund's
securities may differ significantly from exchange prices and such differences
could be material.
At July 31, 2017, the Funds held no securities valued using fair value methods
(other than to securities valued using prices supplied by independent pricing
services, broker-dealers or using a third party insurance industry pricing
model).
4. Investment Income and Transactions
Dividend income and realized capital gain distributions from investment company
shares held are recorded on the ex-dividend date. Interest income, including
interest on income bearing cash accounts, is recorded on the accrual basis.
Dividend and interest income are reported net of unrecoverable foreign taxes
withheld at the applicable country rates.
Security transactions are recorded as of trade date. Gains and losses on sales
of investments are calculated on the identified cost method for both financial
reporting and federal income tax purposes.
5. Capital Shares
The pro forma net asset value per share assumes the issuance of shares of the
Balanced Fund that would have been issued at July 31, 2017, in connection with
the proposed Reorganization. The number of shares assumed to be issued is equal
to the net assets of the Growth Fund and Conservative Fund , as of July 31,
2017, divided by the net asset value of Balanced Fund's shares as of July 31,
2017. The pro forma number of shares outstanding, by class, for the combined
Fund consists of the following at July 31, 2017:
Additional Total
Shares of Shares Assumed Outstanding
Balanced Fund Issued In Shares
Class of Shares Pre-Combination Reorganization Post-Combination
-------------------------------------------------------------------------------------
Class A 9,629,583 1,951,892 33,229,928
Class C 4,510,554 783,966 12,046,261
Class R 2,590 272 6,446
Class Y 57,903 4,038 146,247
6. Management Agreement
The Adviser manages the Funds' portfolios. Management fees for the Fund are
calculated daily at an annual rate equal to 0.13% of the Fund's average daily
net assets up to $2.5 billion; 0.11% of the Fund's average daily net assets
over $2.5 billion up to $4 billion; 0.10% of the Fund's average daily net
assets over $4 billion up to $5.5 billion; and 0.08% of the Fund's average
daily net assets over $5.5 billion.
For the year ended July 31, 2017, the effective management fee for the Fund was
equivalent to 0.13% of the Fund's average daily net assets. Fees waived and
expenses reimbursed during the year ended July 31, 2017 are reflected in the
Statements of Operations.
The Adviser has contractually agreed to limit ordinary operating expenses to the
extent required to reduce fund expenses, other than underlying fund fees and
expenses, to 0.70%, 1.45%, and 0.90% of the average daily net assets
attributable to Class A, Class C and Class R shares, respectively. Fees waived
and expenses reimbursed during the twelve months ended July 31, 2017, are
reflected on the Statement of Operations. The Adviser has agreed to further
limit the ordinary operating expenses of Class R shares of the combined fund
following the completion of the Reorganization to 0.78% of the average daily net
assets attributable to Class R shares. These expense limitations are in effect
through December 1, 2019. There can be no assurance that the Adviser will extend
the expense limitation agreement for a class of shares beyond the date referred
to above.
SAI--11
7. Federal Income Taxes
Each fund has elected to be taxed as a "regulated investment company" under the
Internal Revenue Code. After the acquisition, it will continue to be the Fund's
policy to comply with the requirements of the Internal Revenue Code applicable
to regulated investment companies and to distribute all of its taxable income
and net realized capital gains, if any, to its shareowners. Therefore, no
federal income tax provision is required.
The identified cost of investments for these funds is substantially the same
for both financial and federal income tax purposes. The cost of investments
will remain unchanged for the combined Fund.
SAI--12
2. Pro Forma Financial Statements Assuming Reorganization of only
Pioneer Solutions - Conservative Fund into the Acquiring Fund
SAI--13
Pro Forma Combined Schedule of Investments
Pioneer Solutions - Balanced Fund
July 31, 2017
(unaudited)
Pioneer
Solutions --
Pioneer Pioneer Balanced
Solutions -- Solutions -- Fund % of
Balanced Conservative ProForma Pro Forma
Fund Fund Pro Forma Combined Combined
Shares Shares Adjustment Shares Net Assets
-----------------------------------------------------------------------------------------------------------------------------------
MUTUAL FUNDS 98.2%
UNAFFILIATED FUNDS 7.1%
74,636 10,871 (85,507) -- AMG Managers Fairpointe Mid Cap Fund Class I
123,725 18,506 (142,231) -- Columbia Contrarian Core Fund Class Y
735,648 221,619 (957,267) -- Doubleline Total Return Bond Fund Class I
16,694 3,802 8,902 29,398 iShares Core MSCI Emerging Markets ETF
89,985 12,179 56,299 158,463 iShares MSCI Canada ETF
49,534 11,588 26,107 87,229 iShares MSCI China ETF
37,046 8,603 19,589 65,238 iShares MSCI South Korea Capped ETF
-- 11,820 (11,820) -- JOHCM Asia Ex-Japan Equity Fund Class IS
-- 245,938 (245,938) -- Metropolitan West Total Return Bond Fund Class I
594,024 250,261 (844,285) -- MFS Total Return Bond Fund Class I
-- 9,076 (9,076) -- Oak Ridge Small Cap Growth Fund Class K
166,209 13,929 (180,138) -- T. Rowe Price International Funds - European Stock Fund
548,481 230,893 (779,374) -- Western Asset Core Plus Bond Fund Class IS
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN UNAFFILIATED FUNDS
-----------------------------------------------------------------------------------------------------------------------------------
AFFILIATED FUNDS* 91.1%
1,505,215 1,587,722 (442,258) 2,650,679 Pioneer Bond Fund Class K
195,351 28,841 119,821 344,013 Pioneer Core Equity Fund Class Y
491,134 62,800 310,951 864,885 Pioneer Disciplined Value Fund Class Y
491,341 44,418 329,491 865,250 Pioneer Dynamic Credit Fund Class Y
-- 26,170 (26,170) -- Pioneer Floating Rate Fund Class K
130,055 18,199 80,773 229,027 Pioneer Fund Class Y
173,510 24,917 107,124 305,551 Pioneer Fundamental Growth Fund Class K
1,078,851 165,382 655,620 1,899,853 Pioneer Global Equity Fund Class K
312,079 17,231 220,260 549,570 Pioneer Global High Yield Fund Class Y
1 12,638 (12,633) 6 Pioneer High Yield Fund Class Y
1,172,294 100,030 792,081 2,064,405 Pioneer International Equity Fund Class Y
228,181 29,925 143,720 401,826 Pioneer Mid Cap Value Fund Class K
2,036,411 1,411,045 138,657 3,586,113 Pioneer Strategic Income Fund Class K
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN AFFILIATED FUNDS
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS MUTUAL FUNDS 98.2%
-----------------------------------------------------------------------------------------------------------------------------------
Pioneer Pioneer Pioneer
Solutions -- Solutions -- Solutions --
Balanced Conservative Balanced Fund
Fund Fund Pro Forma
Market Market Pro Forma Combined
Value Value Adjustment (a) Market Value
----------------------------------------------------------------------------
$ 3,288,456 $ 478,975 $ (3,767,431) $ --
3,205,715 479,490 (3,685,205) --
7,871,434 2,371,323 (10,242,757) --
881,276 200,708 469,941 1,551,925
2,510,581 339,794 1,570,750 4,421,125
2,942,815 688,443 1,551,030 5,182,288
2,582,106 599,629 1,365,346 4,547,081
-- 145,384 (145,384) --
-- 2,624,158 (2,624,158) --
6,385,758 2,690,306 (9,076,064) --
-- 330,276 (330,276) --
3,365,732 282,062 (3,647,794) --
6,504,985 2,738,391 (9,243,376) --
----------------------------------------------------------------------------
$ 39,538,858 $ 13,968,939 $ (37,805,378) $ 15,702,419
----------------------------------------------------------------------------
$ 14,645,742 $ 15,448,535 $ (4,303,173) $ 25,791,104
3,994,931 589,798 2,450,331 7,035,060
8,344,367 1,066,972 5,283,064 14,694,403
4,687,396 423,748 3,143,345 8,254,489
-- 178,218 (178,218) --
4,207,283 588,738 2,612,992 7,409,013
3,848,452 552,659 2,376,000 6,777,111
16,937,961 2,596,497 10,293,236 29,827,694
2,783,745 153,703 1,964,717 4,902,165
6 124,233 (124,228) 11
27,384,773 2,336,709 18,503,016 48,224,498
5,788,952 759,197 3,646,177 10,194,326
22,095,059 15,309,838 1,504,430 38,909,327
----------------------------------------------------------------------------
$ 114,718,667 $ 40,128,845 $ 47,171,689 $ 202,019,201
----------------------------------------------------------------------------
$ 154,257,525 $ 54,097,784 $ 9,366,311 $ 217,721,620
----------------------------------------------------------------------------
SAI--14
Pioneer
Solutions --
Pioneer Pioneer Balanced
Solutions -- Solutions -- Fund % of
Balanced Conservative ProForma Pro Forma
Fund Fund Pro Forma Combined Combined
Shares Shares Adjustment Shares Net Assets
--------------------------------------------------------------------------------------------------------------------------------
Principal Principal Pro Forma Principal
Amount ($) Amount ($) Adjustment Amount ($)
--------------------------------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT AND AGENCY OBLIGATION 0.0%
3,632,917 1,265,817 (4,898,734) -- U.S. Treasury Inflation Indexed Note, 0.375%, 1/15/27
--------------------------------------------------------------------------------------------------------------------------------
TOTAL U.S. GOVERNMENT AND AGENCY OBLIGATION
--------------------------------------------------------------------------------------------------------------------------------
Principal Principal Pro Forma Principal
Amount ($) Amount ($) Adjustment Amount ($)
--------------------------------------------------------------------------------------------------------------------------------
SOVEREIGN DEBT OBLIGATION 0.0%
JPY 361,201,906 121,069,342 (482,271,248) -- Japanese Government CPI Linked Bond, 0.10%, 3/10/25
--------------------------------------------------------------------------------------------------------------------------------
TOTAL SOVEREIGN DEBT OBLIGATION
--------------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES 98.2%
--------------------------------------------------------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES 1.8%
--------------------------------------------------------------------------------------------------------------------------------
TOTAL NET ASSETS 100.0%
--------------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENT AT COST
================================================================================================================================
Pioneer Pioneer Pioneer
Solutions -- Solutions -- Solutions --
Balanced Conservative Balanced Fund
Fund Fund Pro Forma
Market Market Pro Forma Combined
Value Value Adjustment (a) Market Value
-------------------------------------------------------------------------------
$ 3,585,123 $ 1,249,164 $ (4,834,287) $ --
-------------------------------------------------------------------------------
$ 3,585,123 $ 1,249,164 $ (4,834,287) $ --
-------------------------------------------------------------------------------
$ 3,394,305 $ 1,137,719 $ (4,532,024) $ --
-------------------------------------------------------------------------------
$ 3,394,305 $ 1,137,719 $ (4,532,024) $ --
-------------------------------------------------------------------------------
$ 161,236,953 $ 56,484,667 $ -- $ 217,721,620
-------------------------------------------------------------------------------
$ 3,296,829 $ 813,612 $ -- $ 4,110,441
-------------------------------------------------------------------------------
$ 164,533,782 $ 57,298,279 $ -- $ 221,757,061(b)
-------------------------------------------------------------------------------
$ 145,381,077 $ 54,580,710 $ 48,003 $ 200,009,790
===============================================================================
* Affiliated funds managed by the Adviser.
(a) Specific investments held by Pioneer Solutions -- Balanced Fund and
Pioneer Solutions -- Conservative Fund no longer comply with the new
prospectus mandate and are assumed sold. Proceeds have been reallocated
amongst existing ETF and affiliated investments held by Pioneer Solutions
-- Balanced Fund.
(b) Reflects costs of the reorganization.
JPY Japanese Yen
SAI--15
Pro Forma Statement of Assets and Liabilities
Pioneer Solutions - Balanced Fund
July 31, 2017
(unaudited)
Pioneer Pioneer
Solutions - Solutions -
Balanced Conservative Pro Forma Pro Forma
Fund Fund Adjustments Combined
-------------------------------------------------------------
ASSETS:
Investment in securities of affiliated funds, at value
(at cost $99,756,860 and $38,551,471, respectively) $ 114,718,667 $ 40,128,845 $ 47,171,689(c) $ 202,019,201
Investment in securities of unaffiliated funds, at value
(at cost $45,624,217 and $16,029,239, respectively) 46,518,286 16,355,822 (47,171,689)(c) 15,702,419
Cash 1,377,044 255,623 2,622,767(d) 4,255,434
Foreign currencies, at value (at cost $14,228 and
$17,375, respectively) 6,991 16,595 -- 23,586
Restricted cash 2,744,246 661,536 (3,405,782)(d) --
Unrealized appreciation on forward foreign currency contracts 876,171 202,476 (1,078,647)(d) --
Receivables -
Capital stock sold 48,361 9,633 -- 57,994
Distributions to shareowner 1,785 -- -- 1,785
Dividends 157,458 97,396 -- 254,854
Interest 1,922 653 -- 2,575
Due from the Adviser 36 19,323 -- 19,359
Other assets 23,927 25,774 -- 49,701
-----------------------------------------------------------------------------------------------------------------------------------
Total assets $ 166,474,894 $ 57,773,676 $ (1,861,662) $ 222,386,908
-----------------------------------------------------------------------------------------------------------------------------------
LIABILITIES:
Unrealized depreciation on interest rate swap agreements $ 21,053 $ 7,009 $ (28,062)(d) $ --
Unrealized depreciation on forward foreign currency contracts 1,379,203 259,470 (1,638,673)(d) --
Payables for:
Capital stock redeemed 272,841 76,991 -- 349,832
Distributions to shareowners -- 2,266 -- 2,266
Professional fees 35,433 39,890 -- 75,323
Custodian fees 8,739 11,474 -- 20,213
Swap payments 3,866 1,282 -- 5,148
Variation margin for centrally cleared interest rate
swap agreements 81,920 26,389 (108,309)(d) --
Variation margin for futures contracts 65,656 20,962 (86,618)(d) --
Due to affiliates 32,046 10,086 -- 42,132
Accrued expenses 40,355 19,578 75,000(b) 134,933
-----------------------------------------------------------------------------------------------------------------------------------
Total liabilities $ 1,941,112 $ 475,397 $ (1,786,662) $ 629,847
-----------------------------------------------------------------------------------------------------------------------------------
NET ASSETS:
Paid-in capital $ 154,585,013 $ 56,719,819 $ -- $ 211,304,832
Undistributed net investment income 559,550 602,604 (75,000)(b) 1,087,154
Accumulated net realized gain (loss) on investments,
futures contracts, swap agreements, written options
and foreign currency transactions (5,846,581) (1,788,216) (711,958)(c) (8,346,755)
Net unrealized appreciation (depreciation) on investments 15,855,876 1,903,957 (48,003)(c) 17,711,830
Net unrealized appreciation (depreciation) on
futures contracts (22,799) (54,750) 77,549(d) --
Net unrealized appreciation (depreciation) on
swap contracts (86,792) (27,295) 114,087(d) --
Net unrealized appreciation (depreciation) on written options
Net unrealized appreciation (depreciation) on forward
foreign currency contracts (510,485) (57,840) 568,325(d) --
-----------------------------------------------------------------------------------------------------------------------------------
Total net assets $ 164,533,782 $ 57,298,279 $ (75,000) $ 221,757,061
===================================================================================================================================
SAI--16
Pro Forma Statement of Assets and Liabilities (continued)
Pioneer Solutions - Balanced Fund
July 31, 2017
(unaudited)
Pioneer Pioneer
Solutions - Solutions -
Balanced Conservative Pro Forma Pro Forma
Fund Fund Adjustments Combined
-----------------------------------------------------------------
NET ASSETS BY CLASS:
Class A $ 114,528,007 $ 42,698,526 $ (54,048)(b) $ 157,172,485
========================================================================================================================
Class C $ 49,276,765 $ 14,336,044 $ (20,613)(b) $ 63,592,196
========================================================================================================================
Class R $ 30,644 $ 8,980 $ (13)(b) $ 39,611
========================================================================================================================
Class Y $ 698,366 $ 254,729 $ (326)(b) $ 952,769
========================================================================================================================
OUTSTANDING SHARES:
(No par value, unlimited number of shares authorized)
Class A 9,629,583 4,038,342 (447,213)(a) 13,220,712
========================================================================================================================
Class C 4,510,554 1,403,217 (90,392)(a) 5,823,379
========================================================================================================================
Class R 2,590 852 (93)(a) 3,349
========================================================================================================================
Class Y 57,903 25,570 (4,448)(a) 79,025
========================================================================================================================
NET ASSET VALUE PER SHARE:
Class A $ 11.89 $ 10.57 $ 11.89
========================================================================================================================
Class C $ 10.92 $ 10.22 $ 10.92
========================================================================================================================
Class R $ 11.83 $ 10.54 $ 11.83
========================================================================================================================
Class Y $ 12.06 $ 9.96 $ 12.06
========================================================================================================================
MAXIMUM OFFERING PRICE:
Class A (100 / 94.25 x net asset value per) $ 12.62 $ 11.21 $ 12.62
========================================================================================================================
(a) Class A, Class C, Class R and Class Y shares of Pioneer Solutions --
Conservative Fund are exchanged for Class A, Class C, Class R and Class Y
shares of Pioneer Solutions -- Balanced Fund, respectively.
(b) Reflects one-time cost related to the reorganization.
(c) Specific investments held by Pioneer Solutions -- Balanced Fund and
Pioneer Solutions -- Conservative Fund no longer comply with the new
prospectus mandate and are assumed sold. Proceeds have been reallocated
amongst existing ETF and affiliated investments held by Pioneer Solutions
-- Balanced Fund.
(d) Derivative investments held by Pioneer Solutions -- Balanced Fund and
Pioneer Solutions -- Conservative Fund no longer comply with the new
prospectus mandate and are assumed to be sold for cash.
See accompanying notes to pro forma financial statements.
SAI--17
Pro Forma Statement of Operations
Pioneer Solutions - Balanced Fund
For the year ended July 31, 2017
(unaudited)
Pioneer Pioneer
Solutions - Solutions -
Balanced Conservative Pro Forma Pro Forma
Fund Fund Adjustments Combined
---------------------------------------------------------------
INVESTMENT INCOME:
Dividends from underlying affiliated funds $ 2,701,762 $ 1,339,298 $ -- $ 4,041,060
Dividends from underlying unaffiliated funds 1,018,726 336,733 -- 1,355,459
Interest 70,974 26,662 -- 97,636
----------------------------------------------------------------------------------------------------------------------------------
Total investment income $ 3,791,462 $ 1,702,693 $ -- $ 5,494,155
----------------------------------------------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 224,362 $ 78,289 $ -- $ 302,651
Transfer agent fees
Class A 112,556 38,361 -- 150,917
Class C 31,038 12,290 -- 43,328
Class R 117 66 -- 183
Class Y 1,029 310 -- 1,339
Distribution fees
Class A 293,331 110,893 -- 404,224
Class C 543,625 157,339 -- 700,964
Class R 112 44 -- 156
Shareholder communication expense 22,975 6,621 -- 29,596
Administrative reimbursements 93,241 39,314 (16,150)(b) 116,405
Custodian fees 50,896 51,407 (20,461)(b) 81,842
Registration fees 75,853 70,446 (36,575)(a) 109,724
Professional fees 42,516 42,427 (33,291)(a) 51,652
Printing expense 33,383 18,244 (11,781)(a) 39,846
Pricing fees 1,615 1,219 (2,834)(a) --
Fees and expenses of non-affiliated trustees 7,379 7,096 (4,475)(a) 10,000
Insurance expense 2,354 939 -- 3,293
Miscellaneous 10,585 7,209 3,508(a) 21,302
----------------------------------------------------------------------------------------------------------------------------------
Total expenses $ 1,546,967 $ 642,514 $ (122,059) $ 2,067,422
Less fees waived and expenses reimbursed by the Adviser (107) (102,991) 102,987(b) (111)
----------------------------------------------------------------------------------------------------------------------------------
Net expenses $ 1,546,860 $ 539,523 $ (19,072) $ 2,067,311
----------------------------------------------------------------------------------------------------------------------------------
Net investment income $ 2,244,602 $ 1,163,170 $ 19,072 $ 3,426,844
----------------------------------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on:
Underlying affiliated funds $ 1,898,557 $ (83,687) $ 35,958(c) $ 1,850,828
Underlying unaffiliated funds (1,558,110) (42,741) 12,045(c) (1,588,806)
Capital gain on distributions from underlying
affiliated funds 1,165,286 312,234 -- 1,477,520
Capital gain on distributions from underlying
unaffiliated funds 433,965 35,056 -- 469,021
Futures contracts (3,541,877) (632,170) (77,549)(d) (4,251,596)
Swap contracts (389,466) (126,396) (114,087)(d) (629,949)
Written options 262,780 20,724 -- 283,504
Forward foreign currency contracts and other assets
and liabilities denominated in foreign currencies 554,349 207,936 (568,325)(d) 193,960
----------------------------------------------------------------------------------------------------------------------------------
$ (1,174,516) $ (309,044) $ (711,958) $ (2,195,518)
----------------------------------------------------------------------------------------------------------------------------------
Change in net unrealized apprecaition (deprecaition) on:
Underlying affiliated funds $ 6,974,415 $ 943,543 $ (35,958)(c) $ 7,882,000
Underlying unaffiliated funds 2,624,782 100,735 (12,045)(c) 2,713,472
Futures contracts 506,000 112,311 77,549(d) 695,860
Swap contracts 288,358 93,909 114,087(d) 496,354
Written options (64,327) (17,544) -- (81,871)
Forward foreign currency contracts and other assets and
liabilities denominated in foreign currencies (372,479) (31,416) 568,325(d) 164,430
----------------------------------------------------------------------------------------------------------------------------------
$ 9,956,749 $ 1,201,538 $ 711,958 $ 11,870,245
----------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments,
futures contracts, written options, swap contracts
and foreign currency transactions $ 8,782,233 $ 892,494 $ -- $ 9,674,727
----------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 11,026,835 $ 2,055,664 $ 19,072 $ 13,101,571
==================================================================================================================================
(a) Reflects reduction in expenses due to elimination of duplicate services.
(b) Reflects change in fee structure to conform with Pioneer Solutions --
Balanced Fund's custodian, administrative, management and transfer agent
agreements.
(c) Represents a realized gain on the sale of specific investments held by
Pioneer Solutions -- Balanced Fund and Pioneer Solutions -- Conservative
Fund which no longer comply with the Pioneer Solutions -- Balanced Fund's
new prospectus mandate.
(d) Represents the net realized loss on the sale of derivative investments
held by Pioneer Solutions -- Balanced Fund and Pioneer Solutions --
Conservative Fund which no longer comply with the new prospectus mandate.
See accompanying notes to pro forma financial statements.
SAI--18
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
Pioneer Solutions -- Balanced Fund
July 31, 2017
1. Description of the Fund
Pioneer Asset Allocation Trust (the "Trust") is organized as a Delaware
statutory trust and is registered with the Securities and Exchange Commission
under the Investment Company Act of 1940 (the "1940 Act") as an open-end
management investment company. The Trust consists of three separate funds
(each, a "Fund," and collectively, the "Funds"), each issuing four classes of
shares as follows:
Pioneer Solutions -- Conservative Fund ("Conservative Fund")
Pioneer Solutions -- Growth Fund ("Growth Fund")
Pioneer Solutions -- Balanced Fund ("Balanced Fund").
The investment objective of each of the Conservative Fund, the Growth Fund and
the Balanced Fund is to seek long-term capital growth and current income.
Each Fund is a "fund of funds." Each Fund seeks to achieve its investment
objective by investing primarily in other funds ("underlying funds"). Each Fund
may also invest directly in securities and use derivatives. Each Fund invests
mainly in funds managed by Amundi Pioneer Asset Management, Inc., formerly
Pioneer Investment Management, Inc. Each Fund may also invest in unaffiliated
mutual funds or exchange-traded funds ("ETFs"). The Funds indirectly pay a
portion of the expenses incurred by underlying funds. Consequently, an
investment in the Funds entails more direct and indirect expenses than direct
investment in the applicable underlying funds.
Each Fund offers four classes of shares designated as Class A, Class C, Class R
and Class Y shares. Each class of shares represents an interest in the same
portfolio of investments of each Fund and has identical rights (based on
relative net asset values) to assets and liquidation proceeds. Share classes
can bear different rates of class-specific fees and expenses such as transfer
agent and distribution fees. Differences in class specific fees and expenses
will result in differences in net investment income and, therefore, the payment
of different dividends from net investment income earned by each class. The
Amended and Restated Declaration of Trust of each Fund gives the Board of
Trustees the flexibility to specify either per-share voting or dollar-weighted
voting when submitting matters for shareowner approval. Under per-share voting,
each share of a class of a Fund is entitled to one vote. Under dollar-weighted
voting, a shareowner's voting power is determined not by the number of shares
owned, but by the dollar value of the shares on the record date. Each share
class has exclusive voting rights with respect to matters affecting only that
class, including with respect to the distribution plan for that class. There is
no distribution plan for Class Y shares.
On July 3, 2017, Amundi acquired Pioneer Investments, a group of asset
management companies located throughout the world. Amundi, one of the world's
largest asset managers, is headquartered in Paris, France. As a result of the
transaction, Pioneer Investment Management, Inc., the Funds' investment
adviser, became an indirect wholly owned subsidiary of Amundi and Amundi's
wholly owned subsidiary, Amundi USA, Inc. Prior to July 3, 2017, Pioneer
Investments was owned by Pioneer Global Asset Management S.p.A., a wholly owned
subsidiary of UniCredit S.p.A.
In connection with the transaction, the names of the Funds' investment adviser
and principal underwriter changed. Effective July 3, 2017, the name of Pioneer
Investment Management, Inc. changed to Amundi Pioneer Asset Management, Inc.
("the Adviser") and the name of Pioneer Funds Distributor, Inc. changed to
Amundi Pioneer Distributor, Inc. (the "Distributor").
In October 2016, the Securities and Exchange Commission ("SEC") released its
Final Rule on Investment Company Reporting Modernization. In addition to
introducing two new regulatory reporting forms (Form N-PORT and Form N-CEN),
the Final Rule amends Regulation S-X, which impacts financial statement
presentation, particularly related to the presentation of derivative
investments. Financial statements filed with the SEC with a period end date on
or after August 1, 2017 are required to be in compliance with the amendments to
Regulation S-X. Although still evaluating the impact of these amendments,
management expects the Fund's adoption to be limited to additional financial
statement disclosures.
The financial statements have been prepared in conformity with U.S. generally
accepted accounting principles ("U.S. GAAP") that require the management of the
Funds to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of income and expenses during the reporting period. Actual results
could differ from these estimates.
Each Fund is an investment company and follows investment company accounting
and reporting guidance under U.S. GAAP.
SAI--19
2. Basis of Combination
The accompanying pro forma combining financial statements, and related notes,
are presented to show the effect of the proposed Reorganization of Conservative
Fund with and into the Balanced Fund (the "Reorganization"), as if such
Reorganization had taken place as of July 31, 2017.
Under the terms of an Agreement and Plan of Reorganization between these two
funds, the combination of the Balanced Fund and Conservative Fund will be
treated as a tax-free business combination and accordingly will be accounted
for by a method of accounting for tax-free reorganizations of investment
companies. The Reorganization will be accomplished by an acquisition of the net
assets of the Conservative Fund in exchange for shares of the Balanced Fund at
the Balanced Fund's net asset values. The accompanying schedules of
investments, statements of assets and liabilities and the related statements of
operations of the Balanced Fund and Conservative Fund have been combined as of
and for the twelve months ended July 31, 2017. Following the Reorganization,
the Fund will be the accounting survivor. The Adviser has agreed to pay 50% of
the expenses associated with the Reorganization, and the Balanced Fund and
Conservative Fund will equally bear the remaining costs of the Reorganization.
These costs are reflected in the pro forma financial statements.
These pro forma financial statements and related notes should be read in
conjunction with the financial statements of the Balanced Fund and Conservative
Fund included in their respective annual reports to shareowners dated July 31,
2017. The schedule of investments and the statement of assets and liabilities
have been shown to reflect the liquidation of certain securities and derivative
investments held by the Balanced Fund and Conservative Fund that no longer
comply with the Balanced Fund's new prospectus mandate. Proceeds from the sale
of investment securities have been reallocated into existing ETF and affiliated
investments held by the Balanced Fund. Proceeds from the sale of derivative
investments have been redeemed for cash. The statement of operations reflect
the realized gain/loss from the sale of investments and derivative holdings and
other adjustments made to expenses for affiliate contractual rates and
duplicate services that would not have been incurred if the Reorganization took
place on August 1, 2016.
3. Security Valuation
The net asset value of the Funds are computed once daily, on each day the New
York Stock Exchange ("NYSE") is open, as of the close of regular trading on the
NYSE.
Shares of open-end registered investment companies (including money market
mutual funds) are valued at such funds' net asset value. Repurchase agreements
are valued at par. Cash may include overnight time deposits at approved
financial institutions.
Fixed-income securities are valued by using prices supplied by independent
pricing services, which consider such factors as market prices, market events,
quotations from one or more brokers, Treasury spreads, yields, maturities and
ratings, or may use a pricing matrix or other fair value methods or techniques
to provide an estimated value of the security or instrument. A pricing matrix
is a means of valuing a debt security on the basis of current market prices for
other debt securities, historical trading patterns in the market for fixed
income securities and/or other factors. Non-U.S. debt securities that are
listed on an exchange will be valued at the bid price obtained from an
independent third party pricing service. When independent third party pricing
services are unable to supply prices, or when prices or market quotations are
considered to be unreliable, the value of that security may be determined using
quotations from one or more broker-dealers.
Swap agreements, including interest rate swaps, caps and floors (other than
centrally cleared swap agreements) are valued at the dealer quotations obtained
from reputable International Swap Dealers Association members. Centrally
cleared swaps are valued at the daily settlement price provided by the central
clearing counterparty.
Futures contracts are generally valued at the closing settlement price
established by the exchange on which they are traded.
Options contracts are generally valued at the mean between the last bid and ask
prices on the principal exchange where they are traded. Over-the-counter
("OTC") options and options on swaps ("swaptions") are valued using prices
supplied by independent pricing services, which consider such factors as market
prices, market events, quotations from one or more brokers, Treasury spreads,
yields, maturities and ratings, or may use a pricing matrix or other fair value
methods or techniques to provide an estimated value of the security or
instrument.
Forward foreign currency exchange contracts are valued daily using the foreign
exchange rate or, for longer term forward contract positions, the spot currency
rate, in each case provided by a third party pricing service. Contracts whose
forward settlement date falls between two quoted days are valued by
interpolation.
SAI--20
Securities for which independent pricing services or broker-dealers are unable
to supply prices or for which market prices and/or quotations are not readily
available or are considered to be unreliable are valued by a fair valuation
team comprised of certain personnel of the Adviser, pursuant to procedures
adopted by the Funds' Board of Trustees. The Adviser's fair valuation team uses
fair value methods approved by the Valuation Committee of the Board of
Trustees. The Adviser's fair valuation team is responsible for monitoring
developments that may impact fair valued securities and for discussing and
assessing fair values on an ongoing basis, and at least quarterly, with the
Valuation Committee of the Board of Trustees.
Inputs used when applying fair value methods to value a security may include
credit ratings, the financial condition of the company, current market
conditions and comparable securities. The Funds may use fair value methods if
it is determined that a significant event has occurred after the close of the
exchange or market on which the security trades and prior to the determination
of each Fund's net asset value. Examples of a significant event might include
political or economic news, corporate restructurings, natural disasters,
terrorist activity or trading halts. Thus, the valuation of each Fund's
securities may differ significantly from exchange prices and such differences
could be material.
At July 31, 2017, the Funds held no securities valued using fair value methods
(other than to securities valued using prices supplied by independent pricing
services, broker-dealers or using a third party insurance industry pricing
model).
4. Investment Income and Transactions
Dividend income and realized capital gain distributions from investment company
shares held are recorded on the ex-dividend date. Interest income, including
interest on income bearing cash accounts, is recorded on the accrual basis.
Dividend and interest income are reported net of unrecoverable foreign taxes
withheld at the applicable country rates.
Security transactions are recorded as of trade date. Gains and losses on sales
of investments are calculated on the identified cost method for both financial
reporting and federal income tax purposes.
5. Capital Shares
The pro forma net asset value per share assumes the issuance of shares of the
Balanced Fund that would have been issued at July 31, 2017, in connection with
the proposed Reorganization. The number of shares assumed to be issued is equal
to the net assets of the Conservative Fund, as of July 31, 2017, divided by the
net asset value of the Balanced Fund's shares as of July 31, 2017. The pro
forma number of shares outstanding, by class, for the combined Fund consists of
the following at July 31, 2017:
Additional Total
Shares of Shares Assumed Outstanding
Balanced Fund Issued In Shares
Class of Shares Pre-Combination Reorganization Post-Combination
------------------------------------------------------------------------------
Class A 9,629,583 3,591,129 13,220,712
Class C 4,510,554 1,312,825 5,823,379
Class R 2,590 759 3,349
Class Y 57,903 21,122 79,025
6. Management Agreement
The Adviser manages the Funds' portfolios. Management fees for the Fund are
calculated daily at an annual rate equal to 0.13% of the Fund's average daily
net assets up to $2.5 billion; 0.11% of the Fund's average daily net assets
over $2.5 billion up to $4 billion; 0.10% of the Fund's average daily net
assets over $4 billion up to $5.5 billion; and 0.08% of the Fund's average
daily net assets over $5.5 billion.
For the year ended July 31, 2017, the effective management fee for the Balanced
Fund was equivalent to 0.13% of the Fund's average daily net assets. Fees
waived and expenses reimbursed during the year ended July 31, 2017 are
reflected in the Statements of Operations.
The Adviser has contractually agreed to limit ordinary operating expenses to the
extent required to reduce fund expenses, other than underlying fund fees and
expenses, to 0.70%, 1.45%, and 0.90% of the average daily net assets
attributable to Class A, Class C and Class R shares, respectively. Fees waived
and expenses reimbursed during the twelve months ended July 31, 2017, are
reflected on the Statement of Operations. The Adviser has agreed to further
limit the ordinary operating expenses of Class R shares of the combined fund
following the completion of the Reorganization to 0.78% of the average daily net
assets attributable to Class R shares. These expense limitations are in effect
through December 1, 2019. There can be no assurance that the Adviser will extend
the expense limitation agreement for a class of shares beyond the date referred
to above.
SAI--21
7. Federal Income Taxes
Each fund has elected to be taxed as a "regulated investment company" under the
Internal Revenue Code. After the acquisition, it will continue to be the Fund's
policy to comply with the requirements of the Internal Revenue Code applicable
to regulated investment companies and to distribute all of its taxable income
and net realized capital gains, if any, to its shareowners. Therefore, no
federal income tax provision is required.
The identified cost of investments for these funds is substantially the same
for both financial and federal income tax purposes. The cost of investments
will remain unchanged for the combined Fund.
SAI--22
3. Pro Forma Financial Statements Assuming Reorganization of only
Pioneer Solutions - Growth Fund into the Acquiring Fund
SAI--23
Pro Forma Combined Schedule of Investments
Pioneer Solutions - Balanced Fund
July 31, 2017
(unaudited)
Pioneer
Solutions --
Pioneer Pioneer Balanced
Solutions -- Solutions -- Fund % of
Balanced Growth Pro Forma Pro Forma
Fund Fund Pro Forma Combined Combined
Shares Shares Adjustment Shares Net Assets
-------------------------------------------------------------------------------------------------------------------------------
MUTUAL FUNDS 97.9%
UNAFFILIATED FUNDS 7.1%
74,636 195,731 (270,367) -- AMG Managers Fairpointe Mid Cap Fund Class I
123,725 401,463 (525,188) -- Columbia Contrarian Core Fund Class Y
735,648 323,717 (1,059,365) -- Doubleline Total Return Bond Fund Class I
16,694 40,760 4,838 62,292 iShares Core MSCI Emerging Markets ETF
89,985 237,003 8,784 335,772 iShares MSCI Canada ETF
49,534 120,827 14,471 184,832 iShares MSCI China ETF
37,046 92,280 8,908 138,234 iShares MSCI South Korea Capped ETF
-- 386,257 (386,257) -- JOHCM Asia Ex-Japan Equity Fund Class IS
-- 441,868 (441,868) -- JPMorgan Intrepid European Fund Class L
594,024 -- (594,024) -- MFS Total Return Bond Fund Class I
-- 213,156 (213,156) -- Oak Ridge Small Cap Growth Fund Class K
166,209 508,467 (674,676) -- T. Rowe Price International Funds - European Stock Fund
548,481 -- (548,481) -- Western Asset Core Plus Bond Fund Class IS
-------------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN UNAFFILIATED FUNDS
-------------------------------------------------------------------------------------------------------------------------------
AFFILIATED FUNDS* 90.8%
1,505,215 1,902,159 2,209,215 5,616,589 Pioneer Bond Fund Class K
195,351 619,773 (86,187) 728,937 Pioneer Core Equity Fund Class Y
491,134 1,584,109 (242,616) 1,832,627 Pioneer Disciplined Value Fund Class Y
491,341 -- 1,342,059 1,833,400 Pioneer Dynamic Credit Fund Class Y
130,055 459,868 (104,632) 485,291 Pioneer Fund Class Y
173,510 626,568 (152,639) 647,439 Pioneer Fundamental Growth Fund Class K
1,078,851 2,341,358 605,437 4,025,646 Pioneer Global Equity Fund Class K
312,079 -- 852,419 1,164,498 Pioneer Global High Yield Fund Class Y
262,268 (262,268) -- Pioneer Global Multisector Income Fund Class Y
1 -- 2 3 Pioneer High Yield Fund Class Y
1,172,294 2,322,206 879,819 4,374,319 Pioneer International Equity Fund Class Y
228,181 693,486 (70,228) 851,439 Pioneer Mid Cap Value Fund Class K
2,036,411 870,025 4,692,268 7,598,704 Pioneer Strategic Income Fund Class K
-------------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN AFFILIATED FUNDS
-------------------------------------------------------------------------------------------------------------------------------
TOTAL MUTUAL FUNDS
-------------------------------------------------------------------------------------------------------------------------------
Pioneer
Pioneer Pioneer Solutions --
Solutions -- Solutions -- Balanced Fund
Balanced Growth Pro Forma
Fund Fund Combined
Market Market Pro Forma Market
Value Value Adjustment (a) Value
---------------------------------------------------------------------
$ 3,288,456 $ 8,623,921 $ (11,912,377) $ --
3,205,715 10,401,906 (13,607,621) --
7,871,434 3,463,772 (11,335,206) --
881,276 2,151,720 255,415 3,288,411
2,510,581 6,612,384 245,069 9,368,034
2,942,815 7,178,332 859,731 10,980,878
2,582,106 6,431,916 620,900 9,634,922
-- 4,750,964 (4,750,964) --
-- 11,855,319 (11,855,319) --
6,385,758 -- (6,385,758) --
-- 7,756,747 (7,756,747) --
3,365,732 10,296,457 (13,662,189) --
6,504,985 -- (6,504,985) --
---------------------------------------------------------------------
$ 39,538,858 $ 79,523,438 $ (85,790,051) $ 33,272,245
---------------------------------------------------------------------
$ 14,645,742 $ 18,508,007 $ 21,495,663 $ 54,649,412
3,994,931 12,674,353 (1,762,518) 14,906,766
8,344,367 26,914,012 (4,122,044) 31,136,335
4,687,396 -- 12,803,247 17,490,643
4,207,283 14,876,717 (3,384,860) 15,699,140
3,848,452 13,897,278 (3,385,541) 14,360,189
16,937,961 36,759,321 9,505,361 63,202,643
2,783,745 -- 7,603,575 10,387,320
2,848,230 (2,848,230) --
6 -- 18 24
27,384,773 54,246,741 20,552,570 102,184,084
5,788,952 17,593,740 (1,781,682) 21,601,010
22,095,059 9,439,771 50,911,112 82,445,942
---------------------------------------------------------------------
$ 114,718,667 $ 207,758,170 $ 105,586,671 $ 428,063,508
---------------------------------------------------------------------
$ 154,257,525 $ 287,281,608 $ 19,796,620 $ 461,335,753
---------------------------------------------------------------------
SAI--24
Pioneer
Solutions --
Pioneer Pioneer Balanced
Solutions -- Solutions -- Fund % of
Balanced Growth Pro Forma Pro Forma
Fund Fund Pro Forma Combined Combined
Shares Shares Adjustment Shares Net Assets
-----------------------------------------------------------------------------------------------------------------------------------
Principal Principal ProForma Principal
Amount ($) Amount ($) Adjustment Amount ($)
-----------------------------------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT AND AGENCY OBLIGATION 0.0%
3,632,917 6,796,244 (10,429,161) -- U.S. Treasury Inflation Indexed Note, 0.375%, 1/15/27
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL U.S. GOVERNMENT AND AGENCY OBLIGATION
-----------------------------------------------------------------------------------------------------------------------------------
SOVEREIGN DEBT OBLIGATION 0.0%
JPY 361,201,906 615,878,840 (977,080,746) -- Japanese Government CPI Linked Bond, 0.10%, 3/10/25
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL SOVEREIGN DEBT OBLIGATION
-----------------------------------------------------------------------------------------------------------------------------------
ProForma
Contracts Contracts Adjustment Contracts
-----------------------------------------------------------------------------------------------------------------------------------
EXCHANGE-TRADED PUT OPTION PURCHASED 0.0%
-- 169 (169) -- Russell 2000 Index
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL EXCHANGE-TRADED PUT OPTION PURCHASED
(Premiums paid $1,416,651)
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES 97.9%
-----------------------------------------------------------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES 2.1%
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL NET ASSETS 100.0%
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENT AT COST
===================================================================================================================================
Pioneer
Pioneer Pioneer Solutions --
Solutions -- Solutions -- Balanced Fund
Balanced Growth Pro Forma
Fund Fund Combined
Market Market Pro Forma Market
Value Value Adjustment (a) Value
-------------------------------------------------------------------------------
$ 3,585,123 $ 6,706,833 $ (10,291,956) $ --
-------------------------------------------------------------------------------
$ 3,585,123 $ 6,706,833 $ (10,291,956) $ --
-------------------------------------------------------------------------------
$ 3,394,305 $ 5,787,569 $ (9,181,874) $ --
-------------------------------------------------------------------------------
$ 3,394,305 $ 5,787,569 $ (9,181,874) $ --
-------------------------------------------------------------------------------
$ -- $ 322,790 $ (322,790) $ --
-------------------------------------------------------------------------------
$ -- $ 322,790 $ (322,790) $ --
-------------------------------------------------------------------------------
$ 161,236,953 $ 300,098,800 $ -- $ 461,335,753
-------------------------------------------------------------------------------
$ 3,296,829 $ 6,611,997 $ -- $ 9,908,826
-------------------------------------------------------------------------------
$ 164,533,782 $ 306,710,797 $ -- $ 471,169,579(b)
-------------------------------------------------------------------------------
$ 145,381,077 $ 264,161,474 $ 2,304,438 $ 411,846,989
===============================================================================
* Affiliated funds managed by the Adviser.
(a) Specific investments held by Pioneer Solutions -- Balanced Fund and
Pioneer Solutions -- Growth Fund no longer comply with the new prospectus
mandate and are assumed sold. Proceeds have been reallocated amongst
existing ETF and affiliated investments held by Pioneer Solutions --
Balanced Fund.
(b) Reflects costs of the reorganization.
JPY Japanese Yen
SAI--25
Pro Forma Statement of Assets and Liabilities
Pioneer Solutions - Balanced Fund
July 31, 2017
(unaudited)
Pioneer Pioneer
Solutions - Solutions -
Balanced Growth Pro Forma Pro Forma
Fund Fund Adjustments Combined
------------------------------------------------------------------------------------------------------------------------------------
ASSETS:
Investment in securities of affiliated funds, at value
(at cost $99,756,860 and $174,807,834, respectively) $ 114,718,667 $ 207,758,170 $ 105,586,671(c) $ 428,063,508
Investment in securities of unaffiliated funds, at value
(at cost $45,624,217 and $89,353,640, respectively) 46,518,286 92,340,630 (105,586,671)(c) 33,272,245
Cash 1,377,044 1,686,944 7,521,890(d) 10,585,878
Foreign currencies, at value (at cost $14,228 and
$53,588, respectively) 6,991 44,229 51,220
Restricted cash 2,744,246 6,151,101 (8,895,347)(d) --
Unrealized appreciation on forward foreign
currency contracts 876,171 2,152,462 (3,028,633)(d) --
Receivables -
Capital stock sold 48,361 153,098 -- 201,459
Distributions to shareowner 1,785 -- -- 1,785
Dividends 157,458 94,937 -- 252,395
Interest 1,922 3,381 -- 5,303
Due from the Adviser 36 35 -- 71
Other assets 23,927 20,817 -- 44,744
-----------------------------------------------------------------------------------------------------------------------------------
Total assets $ 166,474,894 $ 310,405,804 $ (4,402,090) $ 472,478,608
-----------------------------------------------------------------------------------------------------------------------------------
LIABILITIES:
Written options (premiums received $- and $(574,156),
respectively) $ -- $ 70,980 $ (70,980)(d) $ --
Unrealized depreciation on interest rate swap agreements 21,053 38,614 (59,667)(d) --
Unrealized depreciation on forward foreign currency contracts 1,379,203 2,418,825 (3,798,028)(d) --
Payables for:
Capital stock redeemed 272,841 666,120 -- 938,961
Distributions to shareowners -- 2,126 -- 2,126
Professional fees 35,433 39,287 -- 74,720
Custodian fees 8,739 8,890 -- 17,629
Swap payments 3,866 6,384 -- 10,250
Variation margin for centrally cleared interest
rate swap agreements 81,920 160,834 (242,754)(d) --
Variation margin for futures contracts 65,656 165,005 (230,661)(d) --
Due to affiliates 32,046 50,011 -- 82,057
Accrued expenses and other liabilities 40,355 67,931 75,000(b) 183,286
------------------------------------------------------------------------------------------------------------------------------------
Total liabilities $ 1,941,112 $ 3,695,007 $ (4,327,090) $ 1,309,029
------------------------------------------------------------------------------------------------------------------------------------
NET ASSETS:
Paid-in capital $ 154,585,013 $ 266,065,178 $ -- $ 420,650,191
Undistributed net investment income 559,550 (1,193,533) (75,000)(b) (708,983)
Accumulated net realized gain (loss) on investments,
futures contracts, swap agreements, written options and
foreign currency transactions (5,846,581) 6,059,220 1,526,968(c) 1,739,607
Net unrealized appreciation (depreciation) on investments 15,855,876 35,937,326 (2,304,438)(c) 49,488,764
Net unrealized appreciation (depreciation) on futures contracts (22,799) (210,470) 233,269(d) --
Net unrealized appreciation (depreciation) on swap contracts (86,792) (174,044) 260,836(d) --
Net unrealized appreciation (depreciation) on written options -- 503,176 (503,176)(d) --
Net unrealized appreciation (depreciation) on forward foreign
currency contracts and other assets and liabilities
denominated in foreign currencies (510,485) (276,056) 786,541(d) --
------------------------------------------------------------------------------------------------------------------------------------
Total net assets $ 164,533,782 $ 306,710,797 $ (75,000) $ 471,169,579
====================================================================================================================================
SAI--26
Pro Forma Statement of Assets and Liabilities (continued)
Pioneer Solutions - Balanced Fund
July 31, 2017
(unaudited)
Pioneer Pioneer
Solutions - Solutions -
Balanced Growth Pro Forma Pro Forma
Fund Fund Adjustments Combined
------------------------------------------------------------
NET ASSETS BY CLASS:
Class A $ 114,528,007 $ 237,909,576 $ (55,191)(b) $ 352,382,392
===================================================================================================================
Class C $ 49,276,765 $ 67,953,880 $ (19,539)(b) $ 117,211,106
===================================================================================================================
Class R $ 30,644 $ 36,642 $ (12)(b) $ 67,274
===================================================================================================================
Class Y $ 698,366 $ 810,699 $ (258)(b) $ 1,508,807
===================================================================================================================
OUTSTANDING SHARES:
(No par value, unlimited number of shares authorized)
Class A 9,629,583 17,610,111 2,399,105(a) 29,638,799
===================================================================================================================
Class C 4,510,554 5,348,524 874,359(a) 10,733,437
===================================================================================================================
Class R 2,590 2,732 365(a) 5,687
===================================================================================================================
Class Y 57,903 58,736 8,486(a) 125,125
===================================================================================================================
NET ASSET VALUE PER SHARE:
Class A $ 11.89 $ 13.51 $ 11.89
===================================================================================================================
Class C $ 10.92 $ 12.71 $ 10.92
===================================================================================================================
Class R $ 11.83 $ 13.41 $ 11.83
===================================================================================================================
Class Y $ 12.06 $ 13.80 $ 12.06
===================================================================================================================
MAXIMUM OFFERING PRICE:
Class A (100 / 94.25 x net asset value per) $ 12.62 $ 14.33 $ 12.62
===================================================================================================================
(a) Class A, Class C, Class R and Class Y shares of Pioneer Solutions --
Growth Fund are exchanged for Class A, Class C, Class R, and Class Y
shares of Pioneer Solutions -- Balanced Fund, respectively.
(b) Reflects one-time cost related to the reorganization.
(c) Specific investments held by Pioneer Solutions -- Balanced Fund and
Pioneer Solutions -- Growth Fund no longer comply with the new prospectus
mandate and are assumed sold. Proceeds have been reallocated amongst
existing ETF and affiliated investments held by Pioneer Solutions --
Balanced Fund.
(d) Derivative investments held by Pioneer Solutions -- Balanced Fund and
Pioneer Solutions -- Growth Fund no longer comply with the new prospectus
mandate and are assumed to be sold for cash.
See accompanying notes to pro forma financial statements.
SAI--27
Pro Forma Statement of Operations
Pioneer Solutions - Balanced Fund
For the year ended July 31, 2017
(unaudited)
Pioneer Pioneer
Solutions - Solutions -
Balanced Growth Pro Forma Pro Forma
Fund Fund Adjustments Combined
----------------------------------------------------------------
INVESTMENT INCOME:
Dividends from underlying affiliated funds $ 2,701,762 $ 3,335,754 $ -- $ 6,037,516
Dividends from underlying unaffiliated funds 1,018,726 1,109,272 -- 2,127,998
Interest 70,974 130,045 -- 201,019
-----------------------------------------------------------------------------------------------------------------------------------
Total investment income $ 3,791,462 $ 4,575,071 $ -- $ 8,366,533
-----------------------------------------------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 224,362 $ 399,810 $ -- $ 624,172
Transfer agent fees
Class A 112,556 277,325 -- 389,881
Class C 31,038 56,525 -- 87,563
Class R 117 168 -- 285
Class Y 1,029 1,381 -- 2,410
Distribution fees
Class A 293,331 589,309 -- 882,640
Class C 543,625 707,276 -- 1,250,901
Class R 112 134 -- 246
Shareholder communication expense 22,975 52,372 -- 75,347
Administrative reimbursements 93,241 172,639 (25,814)(b) 240,066
Custodian fees 50,896 51,384 (20,456)(b) 81,824
Registration fees 75,853 56,292 (33,035)(a) 99,110
Professional fees 42,516 46,724 (34,712)(a) 54,528
Printing expense 33,383 26,391 (18,682)(a) 41,092
Pricing fees 1,615 1,476 (3,091)(a) --
Fees and expenses of non-affiliated trustees 7,379 10,652 (4,031)(a) 14,000
Insurance expense 2,354 4,141 --(a) 6,495
Miscellaneous 10,585 11,799 4,468(a) 26,852
-----------------------------------------------------------------------------------------------------------------------------------
Total expenses $ 1,546,967 $ 2,465,798 $ (135,353) $ 3,877,412
Less fees waived and expenses reimbursed by the Adviser (107) (139) 117(b) (129)
-----------------------------------------------------------------------------------------------------------------------------------
Net expenses $ 1,546,860 $ 2,465,659 $ (135,236) $ 3,877,283
-----------------------------------------------------------------------------------------------------------------------------------
Net investment income $ 2,244,602 $ 2,109,412 $ 135,236 $ 4,489,250
-----------------------------------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on:
Underlying affiliated funds $ 1,898,557 $ 6,961,742 $ 1,449,809(c) $ 10,310,108
Underlying unaffiliated funds (1,558,110) (3,898,915) 854,629(c) (4,602,396)
Capital gain on distributions from underlying
affiliated funds 1,165,286 4,162,676 -- 5,327,962
Capital gain on distributions from underlying
unaffiliated funds 433,965 975,954 -- 1,409,919
Futures contracts (3,541,877) (1,853,526) (233,269)(d) (5,628,672)
Swap contracts (389,466) (644,667) (260,836)(d) (1,294,969)
Written options 262,780 1,190,184 503,176(d) 1,956,140
Forward foreign currency contracts and other assets
and liabilities denominated in foreign currencies 554,349 506,786 (786,541)(d) 274,594
-----------------------------------------------------------------------------------------------------------------------------------
$ (1,174,516) $ 7,400,234 $ 1,526,968 $ 7,752,686
-----------------------------------------------------------------------------------------------------------------------------------
Change in net unrealized apprecaition (deprecaition) on:
Underlying affiliated funds $ 6,974,415 $ 11,842,079 $ (1,449,809)(c) $ 17,366,685
Underlying unaffiliated funds 2,624,782 8,911,873 (854,629)(c) 10,682,026
Futures contracts 506,000 1,275,949 233,269(d) 2,015,218
Swap contracts 288,358 442,592 260,836(d) 991,786
Written options (64,327) 385,539 (503,176)(d) (181,964)
Forward foreign currency contracts and other assets and
liabilities denominated in foreign currencies (372,479) (66,155) 786,541(d) 347,907
-----------------------------------------------------------------------------------------------------------------------------------
$ 9,956,749 $ 22,791,877 $ (1,526,968) $ 31,221,658
-----------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments,
futures contracts, written options, swap contracts
and foreign currency transactions $ 8,782,233 $ 30,192,111 $ -- $ 38,974,344
-----------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 11,026,835 $ 32,301,523 $ 135,236 $ 43,463,594
====================================================================================================================================
(a) Reflects reduction in expenses due to elimination of duplicate services.
(b) Reflects change in fee structure to conform with Pioneer Solutions --
Balanced Fund's custodian, administrative, management and transfer agent
agreements.
(c) Represents a realized gain on the sale of specific investments held by
Pioneer Solutions -- Balanced Fund and Pioneer Solutions -- Growth Fund
which no longer comply with the Pioneer Solutions -- Balanced Fund's new
prospectus mandate.
(d) Represents the net realized loss on the sale of derivative investments
held by Pioneer Solutions -- Balanced Fund and Pioneer Solutions -- Growth
Fund which no longer comply with the new prospectus mandate.
See accompanying notes to pro forma financial statements.
SAI--28
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
Pioneer Solutions -- Balanced Fund
July 31, 2017
1. Description of the Fund
Pioneer Asset Allocation Trust (the "Trust") is organized as a Delaware
statutory trust and is registered with the Securities and Exchange Commission
under the Investment Company Act of 1940 (the "1940 Act") as an open-end
management investment company. The Trust consists of three separate funds
(each, a "Fund," and collectively, the "Funds"), each issuing four classes of
shares as follows:
Pioneer Solutions -- Conservative Fund ("Conservative Fund")
Pioneer Solutions -- Growth Fund ("Growth Fund")
Pioneer Solutions -- Balanced Fund ("Balanced Fund").
The investment objective of each of the Conservative Fund, the Growth Fund and
the Balanced Fund is to seek long-term capital growth and current income.
Each Fund is a "fund of funds." Each Fund seeks to achieve its investment
objective by investing primarily in other funds ("underlying funds"). Each Fund
may also invest directly in securities and use derivatives. Each Fund invests
mainly in funds managed by Amundi Pioneer Asset Management, Inc., formerly
Pioneer Investment Management, Inc. Each Fund may also invest in unaffiliated
mutual funds or exchange-traded funds ("ETFs"). The Funds indirectly pay a
portion of the expenses incurred by underlying funds. Consequently, an
investment in the Funds entails more direct and indirect expenses than direct
investment in the applicable underlying funds.
Each Fund offers four classes of shares designated as Class A, Class C, Class R
and Class Y shares. Each class of shares represents an interest in the same
portfolio of investments of each Fund and has identical rights (based on
relative net asset values) to assets and liquidation proceeds. Share classes
can bear different rates of class-specific fees and expenses such as transfer
agent and distribution fees. Differences in class specific fees and expenses
will result in differences in net investment income and, therefore, the payment
of different dividends from net investment income earned by each class. The
Amended and Restated Declaration of Trust of each Fund gives the Board of
Trustees the flexibility to specify either per-share voting or dollar-weighted
voting when submitting matters for shareowner approval. Under per-share voting,
each share of a class of a Fund is entitled to one vote. Under dollar-weighted
voting, a shareowner's voting power is determined not by the number of shares
owned, but by the dollar value of the shares on the record date. Each share
class has exclusive voting rights with respect to matters affecting only that
class, including with respect to the distribution plan for that class. There is
no distribution plan for Class Y shares.
On July 3, 2017, Amundi acquired Pioneer Investments, a group of asset
management companies located throughout the world. Amundi, one of the world's
largest asset managers, is headquartered in Paris, France. As a result of the
transaction, Pioneer Investment Management, Inc., the Funds' investment
adviser, became an indirect wholly owned subsidiary of Amundi and Amundi's
wholly owned subsidiary, Amundi USA, Inc. Prior to July 3, 2017, Pioneer
Investments was owned by Pioneer Global Asset Management S.p.A., a wholly owned
subsidiary of UniCredit S.p.A.
In connection with the transaction, the names of the Funds' investment adviser
and principal underwriter changed. Effective July 3, 2017, the name of Pioneer
Investment Management, Inc. changed to Amundi Pioneer Asset Management, Inc.
(the "Adviser") and the name of Pioneer Funds Distributor, Inc. changed to
Amundi Pioneer Distributor, Inc. (the "Distributor").
In October 2016, the Securities and Exchange Commission ("SEC") released its
Final Rule on Investment Company Reporting Modernization. In addition to
introducing two new regulatory reporting forms (Form N-PORT and Form N-CEN),
the Final Rule amends Regulation S-X, which impacts financial statement
presentation, particularly related to the presentation of derivative
investments. Financial statements filed with the SEC with a period end date on
or after August 1, 2017 are required to be in compliance with the amendments to
Regulation S-X. Although still evaluating the impact of these amendments,
management expects the Fund's adoption to be limited to additional financial
statement disclosures.
The financial statements have been prepared in conformity with U.S. generally
accepted accounting principles ("U.S. GAAP") that require the management of the
Funds to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of income and expenses during the reporting period. Actual results
could differ from these estimates.
SAI--29
Each Fund is an investment company and follows investment company accounting
and reporting guidance under U.S. GAAP.
2. Basis of Combination
The accompanying pro forma combining financial statements, and related notes,
are presented to show the effect of the proposed Reorganization of Growth Fund
with and into the Balanced Fund (the "Reorganization"), as if such
Reorganization had taken place as of July 31, 2017.
Under the terms of an Agreement and Plan of Reorganization between these two
funds, the combination of the Balanced Fund and Growth Fund will be treated as
a tax-free business combination and accordingly will be accounted for by a
method of accounting for tax-free reorganizations of investment companies. The
Reorganization will be accomplished by an acquisition of the net assets of the
Growth Fund in exchange for shares of the Balanced Fund at the Balanced Fund's
net asset values. The accompanying schedules of investments, statements of
assets and liabilities and the related statements of operations of the Balanced
Fund and Growth Fund have been combined as of and for the twelve months ended
July 31, 2017. Following the Reorganization, the Fund will be the accounting
survivor. The Adviser has agreed to pay 50% of the expenses associated with
the Reorganization, and the Balanced Fund and Growth Fund will equally bear the
remaining costs of the Reorganization. These costs are reflected in the pro
forma financial statements.
These pro forma financial statements and related notes should be read in
conjunction with the financial statements of the Balanced Fund and Growth Fund
included in their respective annual reports to shareowners dated July 31, 2017.
The schedule of investments and the statement of assets and liabilities have
been shown to reflect the liquidation of certain securities and derivative
investments held by the Balanced Fund and Growth Fund that no longer comply
with the Balanced Fund's new prospectus mandate. Proceeds from the sale of
investment securities have been reallocated into existing ETF and affiliated
investments held by the Balanced Fund. Proceeds from the sale of derivative
investments have been redeemed for cash. The statement of operations reflect
the realized gain/loss from the sale of investments and derivative holdings and
other adjustments made to expenses for affiliate contractual rates and
duplicate services that would not have been incurred if the Reorganization took
place on August 1, 2016.
3. Security Valuation
The net asset value of the Funds are computed once daily, on each day the New
York Stock Exchange ("NYSE") is open, as of the close of regular trading on the
NYSE.
Shares of open-end registered investment companies (including money market
mutual funds) are valued at such funds' net asset value. Repurchase agreements
are valued at par. Cash may include overnight time deposits at approved
financial institutions.
Fixed-income securities are valued by using prices supplied by independent
pricing services, which consider such factors as market prices, market events,
quotations from one or more brokers, Treasury spreads, yields, maturities and
ratings, or may use a pricing matrix or other fair value methods or techniques
to provide an estimated value of the security or instrument. A pricing matrix
is a means of valuing a debt security on the basis of current market prices for
other debt securities, historical trading patterns in the market for fixed
income securities and/or other factors. Non-U.S. debt securities that are
listed on an exchange will be valued at the bid price obtained from an
independent third party pricing service. When independent third party pricing
services are unable to supply prices, or when prices or market quotations are
considered to be unreliable, the value of that security may be determined using
quotations from one or more broker-dealers.
Swap agreements, including interest rate swaps, caps and floors (other than
centrally cleared swap agreements) are valued at the dealer quotations obtained
from reputable International Swap Dealers Association members. Centrally
cleared swaps are valued at the daily settlement price provided by the central
clearing counterparty.
Futures contracts are generally valued at the closing settlement price
established by the exchange on which they are traded.
Options contracts are generally valued at the mean between the last bid and ask
prices on the principal exchange where they are traded. Over-the-counter
("OTC") options and options on swaps ("swaptions") are valued using prices
supplied by independent pricing services, which consider such factors as market
prices, market events, quotations from one or more brokers, Treasury spreads,
yields, maturities and ratings, or may use a pricing matrix or other fair value
methods or techniques to provide an estimated value of the security or
instrument.
Forward foreign currency exchange contracts are valued daily using the foreign
exchange rate or, for longer term forward contract positions, the spot currency
rate, in each case provided by a third party pricing service. Contracts whose
forward settlement date falls between two quoted days are valued by
interpolation.
SAI--30
Securities for which independent pricing services or broker-dealers are unable
to supply prices or for which market prices and/or quotations are not readily
available or are considered to be unreliable are valued by a fair valuation
team comprised of certain personnel of the Adviser, pursuant to procedures
adopted by the Funds' Board of Trustees. The Adviser's fair valuation team uses
fair value methods approved by the Valuation Committee of the Board of
Trustees. The Adviser's fair valuation team is responsible for monitoring
developments that may impact fair valued securities and for discussing and
assessing fair values on an ongoing basis, and at least quarterly, with the
Valuation Committee of the Board of Trustees.
Inputs used when applying fair value methods to value a security may include
credit ratings, the financial condition of the company, current market
conditions and comparable securities. The Funds may use fair value methods if
it is determined that a significant event has occurred after the close of the
exchange or market on which the security trades and prior to the determination
of each Fund's net asset value. Examples of a significant event might include
political or economic news, corporate restructurings, natural disasters,
terrorist activity or trading halts. Thus, the valuation of each Fund's
securities may differ significantly from exchange prices and such differences
could be material.
At July 31, 2017, the Funds held no securities valued using fair value methods
(other than to securities valued using prices supplied by independent pricing
services, broker-dealers or using a third party insurance industry pricing
model).
4. Investment Income and Transactions
Dividend income and realized capital gain distributions from investment company
shares held are recorded on the ex-dividend date. Interest income, including
interest on income bearing cash accounts, is recorded on the accrual basis.
Dividend and interest income are reported net of unrecoverable foreign taxes
withheld at the applicable country rates.
Security transactions are recorded as of trade date. Gains and losses on sales
of investments are calculated on the identified cost method for both financial
reporting and federal income tax purposes.
5. Capital Shares
The pro forma net asset value per share assumes the issuance of shares of the
Balanced Fund that would have been issued at July 31, 2017, in connection with
the proposed Reorganization. The number of shares assumed to be issued is equal
to the net assets of the Growth Fund, as of July 31, 2017, divided by the net
asset value of the Balanced Fund's shares as of July 31, 2017. The pro forma
number of shares outstanding, by class, for the combined Fund consists of the
following at July 31, 2017:
Additional Total
Shares of Shares Assumed Outstanding
Balanced Fund Issued In Shares
Class of Shares Pre-Combination Reorganization Post-Combination
------------------------------------------------------------------------------------
Class A 9,629,583 20,009,216 29,638,799
Class C 4,510,554 6,222,883 10,733,437
Class R 2,590 3,088 5,687
Class Y 57,903 67,222 125,125
6. Management Agreement
The Adviser manages the Funds' portfolios. Management fees for the Fund are
calculated daily at an annual rate equal to 0.13% of the Fund's average daily
net assets up to $2.5 billion; 0.11% of the Fund's average daily net assets
over $2.5 billion up to $4 billion; 0.10% of the Fund's average daily net
assets over $4 billion up to $5.5 billion; and 0.08% of the Fund's average
daily net assets over $5.5 billion.
For the year ended July 31, 2017, the effective management fee for the Balanced
Fund was equivalent to 0.13% of the Fund's average daily net assets. Fees
waived and expenses reimbursed during the year ended July 31, 2017 are
reflected in the Statements of Operations.
The Adviser has contractually agreed to limit ordinary operating expenses to the
extent required to reduce fund expenses, other than underlying fund fees and
expenses, to 0.70%, 1.45%, and 0.90%of the average daily net assets attributable
to Class A, Class C and Class R shares, respectively. Fees waived and expenses
reimbursed during the twelve months ended July 31, 2017, are reflected on the
Statement of Operations. The Adviser has agreed to further limit the ordinary
operating expenses of Class R shares of the combined fund following the
completion of the Reorganization to 0.78% of the average daily net assets
attributable to Class R shares. These expense limitations are in effect through
December 1, 2019. There can be no assurance that the Adviser will extend the
expense limitation agreement for a class of shares beyond the date referred to
above.
SAI--31
7. Federal Income Taxes
Each fund has elected to be taxed as a "regulated investment company" under the
Internal Revenue Code. After the acquisition, it will continue to be the Fund's
policy to comply with the requirements of the Internal Revenue Code applicable
to regulated investment companies and to distribute all of its taxable income
and net realized capital gains, if any, to its shareowners. Therefore, no
federal income tax provision is required.
The identified cost of investments for these funds is substantially the same
for both financial and federal income tax purposes. The cost of investments
will remain unchanged for the combined Fund.
SAI--32
PART C
OTHER INFORMATION
PIONEER ASSET ALLOCATION TRUST
ITEM 15. INDEMNIFICATION
No change from the information set forth in Item 30 of the most recently filed
Registration Statement of Pioneer Asset Allocation Trust (the "Registrant") on
Form N-1A under the Securities Act of 1933 and the Investment Company Act of
1940 (File Nos. 333-114788 and 811-21569), as filed with the Securities and
Exchange Commission on November 22, 2016 (Accession No. 0001288255-16-000040),
which information is incorporated herein by reference.
ITEM 16. EXHIBITS
(1)(a) Amended and Restated Agreement and Declaration of Trust (11)
(January 12, 2016)
(1)(b) Certificate of Trust (1)
(1)(c) Certificate of Amendment to Certificate of Trust (10)
(2) Amended and Restated By-Laws (7)
(3) Not applicable --
(4)(a) Form of Agreement and Plan of Reorganization (*)
(5) Reference is made to Exhibits (1) and (2) hereof --
(6)(a) Management Agreement with Amundi Pioneer Asset Management, Inc. (**)
(July 3, 2017)
(6)(b) Expense Limit Agreement (August 1, 2017) (**)
(6)(c) Form of Expense Limit Agreement (**)
(7)(a) Underwriting Agreement with Amundi Pioneer Distributor, Inc. (**)
(July 3, 2017)
(7)(b) Dealer Sales Agreement (6)
(8) Not applicable --
(9)(a) Custodian Agreement (5)
(9)(b) Amended Appendix A to Custodian Agreement (December 27, 2016) (**)
(9)(c) Amendment to Custodian Agreement (May 31, 2016) (11)
(10)(a) Pioneer Funds Distribution Plan dated February 1, 2008 (as (**)
amended January 10, 2017)
(10)(b) Multiple Class Plan pursuant to Rule 18f-3 - Pioneer Ibbotson (2)
Moderate Allocation Fund
(10)(c) Multiple Class Plan pursuant to Rule 18f-3 - Pioneer Ibbotson (2)
Growth Allocation Fund
(10)(d) Multiple Class Plan pursuant to Rule 18f-3 - Pioneer Ibbotson (3)
Conservative Allocation Fund
(11) Opinion of Counsel (legality of securities being offered) (**)
(12)(a) Form of opinion as to tax matters and consent (Pioneer (**)
Solutions - Conservative Fund)
(12)(b) Form of opinion as to tax matters and consent (Pioneer (**)
Solutions - Growth Fund)
(13)(a) Transfer Agency Agreement (November 2, 2015) (11)
(13)(b) Amended and Restated Administration Agreement (February 1, 2017) (**)
(13)(c) Administrative Agency Agreement, dated as of March 5, 2012, (8)
between Brown Brothers Harriman & Co. and Amundi Pioneer Asset
Management, Inc.
(13)(d) Appendix A to Administrative Agency Agreement (April 1, 2016) (11)
(13)(e) Asset Allocation Administration Agreement (4)
(14) Consent of Independent Registered Public Accounting Firm (**)
(15) Not applicable --
(16) Power of Attorney (**)
(17)(a) Code of Ethics of the Pioneer Funds, Amundi Pioneer (9)
Distributor, Inc., Amundi Pioneer Institutional Asset
Management, Inc., and Amundi Pioneer Asset Management, Inc.
(September 20, 2013)
(17)(b) Combined Prospectus of Pioneer Solutions - Conservative Fund, (**)
Pioneer Solutions - Balanced Fund and Pioneer Solutions -
Growth Fund dated December 1, 2016, as supplemented, and
Combined Statement of Additional Information of Pioneer
Solutions - Conservative Fund, Pioneer Solutions - Balanced
Fund and Pioneer Solutions - Growth Fund dated December 1,
2016, as supplemented.
(17)(c) Combined Annual Report of Pioneer Solutions - Conservative (**)
Fund, Pioneer Solutions - Balanced Fund and Pioneer Solutions -
Growth Fund for the fiscal year ended July 31, 2017.
* * * * * *
(1) Previously filed. Incorporated herein by reference from the exhibits
filed with the Registrant's registration statement on Form N-1A (File
Nos. 333-114788 and 811-21569), as filed with the Securities and Exchange
Commission (the "SEC") on April 23, 2004 (Accession
No. 0001288255-04-000006).
(2) Previously filed. Incorporated herein by reference from the exhibits
filed with Pre-Effective Amendment No. 1 to the Registrant's registration
statement on Form N-1A (File Nos. 333-114788 and 811-21569), as filed
with the SEC on August 6, 2004 (Accession No. 0001016964-04-000331).
(3) Previously filed. Incorporated herein by reference from the exhibits
filed with Post-Effective Amendment No. 3 to the Registrant's
registration statement on Form N-1A (File Nos. 333-114788 and 811-21569),
as filed with the SEC on May 6, 2005 (Accession No. 0001016964-05-000218).
(4) Previously filed. Incorporated herein by reference from the exhibits
filed with Post-Effective Amendment No. 4 to the Registrant's
registration statement on Form N-1A (File Nos. 333-114788 and 811-21569),
as filed with the SEC on July 15, 2005 (Accession
No. 0001288255-05-000003).
(5) Previously filed. Incorporated herein by reference from the exhibits
filed with Post-Effective Amendment No. 7 to the Registrant's
registration statement on Form N-1A (File Nos. 333-114788 and
811-21569), as filed with the SEC on November 28, 2006 (Accession
No. 0001288255-06-000019).
(6) Previously filed. Incorporated herein by reference from the exhibits
filed with Post-Effective Amendment No. 8 to the Registration Statement
on Form N-1A (File Nos. 333-114788 and 811-21569), as filed with the SEC
on November 28, 2007 (Accession No. 0001145443-07-003717).
(7) Previously filed. Incorporated herein by reference from the exhibits
filed with Post-Effective Amendment No. 9 to the Registrant's
registration statement on Form N-1A (File Nos. 333-114788 and
811-21569), as filed with the SEC on November 26, 2008 (Accession
No. 0001288255-08-000008).
(8) Previously filed. Incorporated herein by reference from the exhibits
filed with Post-Effective Amendment No. 15 to the Registrant's
registration statement on Form N-1A (File Nos. 333-114788 and
811-21569), as filed with the SEC on November 28, 2012 (Accession
No. 0001288255-12-000011).
(9) Previously filed. Incorporated herein by reference from the exhibits
filed with Post-Effective Amendment No. 19 to the Registrant's
registration statement on Form N-1A (File Nos. 333-114788 and
811-21569), as filed with the SEC on October 1, 2014 (Accession
No. 0001288255-14-000012).
(10) Previously filed. Incorporated herein by reference from the exhibits
filed with Post-Effective Amendment No. 20 to the Registrant's
registration statement on Form N-1A (File No. 333-114788 and 811-21569),
as filed with the SEC on November 26, 2014 (Accession
No. 0001288255-14-000021).
(11) Previously filed. Incorporated herein by reference from the exhibits
filed with Post-Effective Amendment No. 26 to the Registrant's
registration statement on Form N-1A (File Nos. 333-114788 and
811-21569), as filed with the SEC on November 22, 2016 (Accession
No. 0001288255-16-000040).
(*) Attached as Exhibit A to the combined Information Statement/Prospectus
(**) Filed herewith.
ITEM 17. UNDERTAKINGS.
(1) The undersigned Registrant agrees that prior to any public reoffering of
the securities registered through the use of a prospectus, which is part of
this registration statement, by any person or party which is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act of 1933,
the reoffering prospectus will contain the information called for by the
applicable registration form for the reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as part of an amendment to the registration
statement and will not be used until the amendment is
effective, and that, in determining any liability under the Securities Act of
1933, each post-effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide offering of
them.
(3) The undersigned Registrant agrees that it shall file a final executed
version of the legal and consent opinion as to tax matters as an exhibit to the
subsequent post-effective amendment to its registration statement on Form N-14
filed with the SEC upon the closing of the reorganization contemplated by this
Registration Statement on Form N-14.
(4) Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement on
Form N-14 has been signed on behalf of the Registrant, in the City of Boston
and the Commonwealth of Massachusetts, on the 31st day of October, 2017.
PIONEER ASSET ALLOCATION TRUST
By: /s/ Lisa M. Jones
-----------------------------
Name: Lisa M. Jones
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ------------------------------------- -------------
/s/ Lisa M. Jones President (Principal Executive October 31, 2017
------------------------- Officer) and Trustee
Lisa M. Jones
/s/ Mark E. Bradley Treasurer (Principal Financial and October 31, 2017
------------------------- Accounting Officer)
Mark E. Bradley
/s/ David R. Bock* Trustee October 31, 2017
-------------------------
David R. Bock
/s/ Benjamin M. Friedman* Trustee October 31, 2017
-------------------------
Benjamin M. Friedman
/s/ Margaret B.W. Graham* Trustee October 31, 2017
-------------------------
Margaret B.W. Graham
/s/ Lorraine H. Monchak* Trustee October 31, 2017
-------------------------
Lorraine H. Monchak
/s/ Thomas J. Perna* Chairman of the Board and Trustee October 31, 2017
-------------------------
Thomas J. Perna
/s/ Marguerite A. Piret* Trustee October 31, 2017
-------------------------
Marguerite A. Piret
/s/ Fred J. Ricciardi* Trustee October 31, 2017
-------------------------
Fred J. Ricciardi
/s/ Kenneth J. Taubes* Trustee October 31, 2017
-------------------------
Kenneth J. Taubes
*By: /s/ Lisa M. Jones
----------------------
Lisa M. Jones
Attorney-in-Fact
EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description
----------- -----------
(6)(a) Management Agreement with Amundi Pioneer Asset Management, Inc.
(July 3, 2017)
(6)(b) Expense Limit Agreement (August 1, 2017)
(6)(c) Form of Expense Limit Agreement
(7)(a) Underwriting Agreement with Amundi Pioneer Distributor, Inc.
(July 3, 2017)
(9)(b) Amended Appendix A to Custodian Agreement (December 27, 2016)
(10)(a) Pioneer Funds Distribution Plan dated February 1, 2008 (as
amended January 10, 2017)
(11) Opinion of Counsel (legality of securities being offered)
(12) (a) Form of opinion as to tax matters and consent (Pioneer Solutions
- Conservative Fund)
(12)(b) Form of opinion as to tax matters and consent (Pioneer Solutions
- Growth Fund)
(13)(b) Amended and Restated Administration Agreement (February 1, 2017)
(14) Consent of Independent Registered Public Accounting Firm
(16) Power of Attorney
(17)(b) Combined Prospectus of Pioneer Solutions - Conservative Fund,
Pioneer Solutions - Balanced Fund and Pioneer Solutions - Growth
Fund dated December 1, 2016, as supplemented, and Combined
Statement of Additional Information of Pioneer Solutions -
Conservative Fund, Pioneer Solutions - Balanced Fund and Pioneer
Solutions - Growth Fund dated December 1, 2016, as supplemented
(17)(c) Combined Annual Report of Pioneer Solutions - Conservative Fund,
Pioneer Solutions - Balanced Fund and Pioneer Solutions - Growth
Fund for the fiscal year ended July 31, 2017