-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hf6EKs4hbgw0S0ZtqQnPD1uB39jsgaREb27cLJMn8klM2wCmZPadM9TRIHOy87mT ZrHpDTRa8cILjAEw/uydnw== 0001016964-98-000018.txt : 19980313 0001016964-98-000018.hdr.sgml : 19980313 ACCESSION NUMBER: 0001016964-98-000018 CONFORMED SUBMISSION TYPE: S-6/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19980312 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER INDEPENDENCE PLANS CENTRAL INDEX KEY: 0001051008 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-6/A SEC ACT: SEC FILE NUMBER: 333-42113 FILM NUMBER: 98564665 BUSINESS ADDRESS: STREET 1: C/O THE PIONEER GROUP INC STREET 2: 60 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109-1820 BUSINESS PHONE: 6174224960 MAIL ADDRESS: STREET 1: C/O THE PIONEER GROUP INC STREET 2: 60 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109-1820 S-6/A 1 PIONEER INDEPENDENCE PLANS - PRE-EFF. 1 As filed with the Securities and Exchange Commission on March 12, 1998 Registration No. 333-42113 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-6 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B2 Pre-Effective Amendment No. 1 PIONEER INDEPENDENCE PLANS (Exact Name of Trust) PIONEER FUNDS DISTRIBUTOR, INC. (Name of Depositor) 60 State Street, Boston, Massachusetts 02109-1820 (Complete Address of Depositor's Principal Executive Offices) Robert P. Nault, Esq. The Pioneer Group, Inc. 60 State Street Boston, Massachusetts 02109-1820 (Name and Complete Address of Agent for Service) Copy to: Jeffrey S. Puretz, Esq. Dechert Price & Rhoads 1500 K Street, N.W. Washington, D.C. 20005 Joseph P. Barri, Esq. Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 Approximate date of proposed public offering: As soon as practicable after the effective date of this registration statement. Title of securities being registered: Pioneer Independence Plans The registrant hereby amends this registration statement on such dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine. PIONEER INDEPENDENCE PLANS Reconciliation and Tie of Information in Prospectus with Items of Form N-8B-2 pursuant to Instruction 4 of Form S-6 ITEM NUMBER LOCATION IN PROSPECTUS OR PROSPECTUS CAPTION(S) I. 1-9 ORGANIZATION AND GENERAL INFORMATION 1. (a) Cover Page 1. (b) Cover Page 2. The Sponsor 3. The Custodian 4. Cover Page 5. The Sponsor; The Custodian 6. (a) Pioneer Independence Plans--Helping Planholders Meet their Investment Objectives; Rights and Privileges of Planholders 6. (b) The Custodian 7. Omitted pursuant to Instruction 1 of Form S-6 8. Omitted pursuant to Instruction 1 of Form S-6 9. Omitted pursuant to Instruction 3 of Form S-6 II. GENERAL DESCRIPTION OF TRUST AND SECURITIES OF THE TRUST 10. (a) Starting a Pioneer Independence Plan 10. (b) Dividends and Distributions 10. (c) Partial Withdrawal or Redemption Without Termination of the Plan; Systematic Withdrawal Program; Cancellation and Refund Rights; Termination of a Plan by the Planholder and Withdrawal of Shares 10. (d) Partial Withdrawal or Redemption Without Termination of the Plan; Replacements of Partial Withdrawals; Systematic Withdrawal Program; Cancellation and Refund Rights; Termination of a Plan by the Planholder and Withdrawal of Shares; Replacement Privilege on Termination; Transfer or Assignment of Rights in a Plan 10. (e) Pioneer Independence Plans--Helping Planholders Meet their Investment Objectives; Termination of a Plan by the Sponsor or Custodian; Replacements of Partial Withdrawals; Replacement Privilege on Termination 10. (f) Pioneer Independence Plans--Helping Planholders Meet their Investment Objectives; Voting Rights in Fund Shares 10. (g) (1) Pioneer Independence Plans--Helping Planholders Meet their Investment Objectives; Substitution of the Underlying Investment 10. (g) (2) Pioneer Independence Plans--Helping Planholders Meet their Investment Objectives; Rights and Privileges of Planholders 10. (g) (3) Pioneer Independence Plans--Helping Planholders Meet their Investment Objectives; The Custodian 10. (g) (4) Pioneer Independence Plans--Helping Planholders Meet their Investment Objectives 10. (h) (1) Substitution of the Underlying Investment 10. (h) (2) Pioneer Independence Plans--Helping Planholders Meet their Investment Objectives; The Custodian ITEM NUMBER LOCATION IN PROSPECTUS OR PROSPECTUS CAPTION(S) 10. (h) (3) Pioneer Independence Plans--Helping Planholders Meet their Investment Objectives; The Custodian 10. (h) (4) Pioneer Independence Plans--Helping Planholders Meet their Investment Objectives 10. (i) Planholders May Qualify for Reduced Sales Charges; Making Investments Ahead of Schedule to Complete a Plan Early; Changing the Face Amount of Your Plan; Extended Investment Option; Dividends and Distributions; Statements, Reports and Notices 11. Investment Objective of the Fund 12. (a) Cover Page; Investment Objective of the Fund; The Fund 12. (b) Omitted pursuant to Instruction 3 of Form S-6 12. (c) Fund's Prospectus accompanying the Prospectus for the Plans 12. (d) Fund's Prospectus accompanying the Prospectus for the Plans 12. (e) Omitted pursuant to Instruction 3 of Form S-6 13. (a) (A) (1) Pioneer Independence Plans--Helping Planholders Meet their Investment Objectives; Service Charges and Other Fees 13. (a) (A) (2) The Fund 13. (a) (A) (3) Omitted pursuant to Instruction 3 of Form S-6 13. (a) (A) (4) Dividends and Distributions 13. (a) (A) (5) Omitted pursuant to Instruction 3 of Form S-6 13. (a) (B) (1) 15-Year Plan Investments and Deductions; Total 25-Year Plan Investments and Deductions when Extended Investment Option is Used; A Typical $100 Monthly Investment Plan; other relevant information under Plan Investments and Deductions 13. (a) (B) (2) Fund Annual Expenses (After Expense Limitation); other relevant information under Plan Investments and Deductions; Fund's Prospectus accompanying the Prospectus for the Plans 13. (a) (B) (3) Service Charges and Other Fees 13. (a) (B) (4) Service Charges and Other Fees 13. (a) (B) (5) Omitted pursuant to Instruction 3 of Form S-6 13. (a) (C) (1) Service Charges and Other Fees 13. (a) (C) (2) Fund's Prospectus accompanying the Prospectus for the Plans 13. (a) (C) (3) Omitted pursuant to Instruction 3 of Form S-6 13. (a) (C) (4) Omitted pursuant to Instruction 3 of Form S-6 13. (a) (C) (5) Omitted pursuant to Instruction 3 of Form S-6 13. (a) (D) (1) Creation and Sales Charges; Service Charges and Other Fees 13. (a) (D) (2) Fund Annual Expenses (After Expense Limitation); other relevant information under Plan Investments and Deductions; Fund's Prospectus accompanying the Prospectus for the Plans 13. (a) (D) (3) Omitted pursuant to Instruction 3 of Form S-6 13. (a) (D) (4) Omitted pursuant to Instruction 3 of Form S-6 13. (a) (D) (5) Omitted pursuant to Instruction 3 of Form S-6 13. (b) 15-Year Plan Investments and Deductions; Total 25-Year Plan Investments and Deductions when Extended Investment Option is Used; A Typical $100 Monthly Investment Plan; other relevant information under Plan Investments and Deductions 13. (c) 15-Year Plan Investments and Deductions; Total 25-Year Plan Investments and Deductions when Extended Investment Option is Used; A Typical $100 Monthly Investment Plan; other relevant information under Plan Investments and Deductions; Planholders May Qualify for Reduced Sales Charges; Changing the Face Amount of Your Plan 13. (d) 15-Year Plan Investments and Deductions; Total 25-Year Plan Investments and Deductions when Extended Investment Option is Used; Purchasing Two or More Plans; Rights of Accumulation ITEM NUMBER LOCATION IN PROSPECTUS OR PROSPECTUS CAPTION(S) 13. (e) Service Charges and Other Fees 13. (f) Omitted pursuant to Instruction 3 of Form S-6 13. (g) Omitted pursuant to Instruction 3 of Form S-6 14. Pioneer Independence Plans--Helping Planholders Meet their Investment Objectives; Starting a Pioneer Independence Plan; Rights and Privileges of Planholders 15. Cover Page; Pioneer Independence Plans--Helping Planholders Meet their Investment Objectives; Starting a Pioneer Independence Plan; Rights and Privileges of Planholders 16. Investment Objective of the Fund; Substitution of the Underlying Investment; The Custodian 17. (a) Partial Withdrawal or Redemption Without Termination of the Plan; Systematic Withdrawal Program; Cancellation and Refund Rights; Termination of a Plan by the Planholder and Withdrawal of Shares 17. (b) Cover Page; Starting a Pioneer Independence Plan; The Custodian; Fund's Prospectus accompanying the Prospectus for the Plans 17. (c) Making Investments Ahead of Schedule to Complete a Plan Early; Extended Investment Option; Termination of a Plan by the Sponsor or Custodian 18. (a) Omitted pursuant to Instruction 3 of Form S-6 18. (b) Dividends and Distributions 18. (c) Omitted pursuant to Instruction 3 of Form S-6 18. (d) Omitted pursuant to Instruction 3 of Form S-6 19. Statements, Reports and Notices; Taxes; The Custodian 20. (a) The Custodian 20. (b) The Custodian 20. (c) The Custodian 20. (d) Omitted pursuant to Instruction 3 of Form S-6 20. (e) Omitted pursuant to Instruction 3 of Form S-6 20. (f) Omitted pursuant to Instruction 3 of Form S-6 21. (a) Omitted pursuant to Instruction 3 of Form S-6 21. (b) Omitted pursuant to Instruction 3 of Form S-6 21. (c) Omitted pursuant to Instruction 3 of Form S-6 22. Custodian Agreement (exhibit) 23. Response set forth in Form N-8B-2 only 24. Omitted pursuant to Instruction 3 of Form S-6 III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR 25. The Sponsor 26. (a) Omitted pursuant to Instruction 3 of Form S-6 26. (b) (1) Fund's Prospectus accompanying the Prospectus for the Plans 26. (b) (2) Fund's Prospectus accompanying the Prospectus for the Plans 26. (b) (3) The Fund; Fund's Prospectus accompanying the Prospectus for the Plans 26. (b) (4) Omitted pursuant to Instruction 3 of Form S-6 27. The Sponsor; Fund's Prospectus accompanying the Prospectus for the Plans 28. The Sponsor 29. The Sponsor 30. Omitted pursuant to Instruction 3 of Form S-6 ITEM NUMBER LOCATION IN PROSPECTUS OR PROSPECTUS CAPTION(S) 31. Omitted pursuant to Instruction 3 of Form S-6 32. Omitted pursuant to Instruction 3 of Form S-6 33. Omitted pursuant to Instruction 3 of Form S-6 34. Omitted pursuant to Instruction 3 of Form S-6 IV. DISTRIBUTION AND REDEMPTION OF SECURITIES 35. (A) Omitted pursuant to Instruction 3 of Form S-6 35. (B) Pioneer Independence Plans 35. (C) Omitted pursuant to Instruction 3 of Form S-6 36. Omitted pursuant to Instruction 3 of Form S-6 37. Omitted pursuant to Instruction 3 of Form S-6 38. (a) The Sponsor 38. (b) The Sponsor 38. (c) Pioneer Independence Plans--Helping Planholders Meet their Investment Objectives 39. (a) The Sponsor 39. (b) The Sponsor 40. Omitted pursuant to Instruction 3 of Form S-6 41. (a) The Sponsor; Fund's Prospectus accompanying the Prospectus for the Plans 41. (b) Omitted pursuant to Instruction 1 of Form S-6 41. (c) Omitted pursuant to Instruction 1 of Form S-6 42. Omitted pursuant to Instruction 3 of Form S-6 43. Omitted pursuant to Instruction 3 of Form S-6 44. (a) Fund's Prospectus accompanying the Prospectus for the Plans 44. (b) Omitted pursuant to Instruction 3 of Form S-6 44. (c) 15-Year Plan Investments and Deductions; Total 25-Year Plan Investments and Deductions when Extended Investment Option is Used; Purchasing Two or More Plans; Rights of Accumulation 45. Omitted pursuant to Instruction 3 of Form S-6 46. (a) Fund's Prospectus accompanying the Prospectus for the Plans 46. (b) Omitted pursuant to Instruction 3 of Form S-6 47. Investment Objective of the Fund; Substitution of the Underlying Investment; The Custodian V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN 48. The Custodian 49. Service Charges and Other Fees 50. Omitted pursuant to Instruction 3 of Form S-6 VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES 51. Omitted pursuant to Instruction 3 of Form S-6 VII. POLICY OF REGISTRANT/REGULATED INVESTMENT COMPANY 52. (a) Substitution of the Underlying Investment 52. (b) Omitted pursuant to Instruction 3 of Form S-6 52. (c) (1) Substitution of the Underlying Investment 52. (c) (2) Substitution of the Underlying Investment ITEM NUMBER LOCATION IN PROSPECTUS OR PROSPECTUS CAPTION(S) 52. (c) (3) Omitted pursuant to Instruction 3 of Form S-6 52. (c) (4) Substitution of the Underlying Investment 52. (c) (5) Substitution of the Underlying Investment 52. (d) Omitted pursuant to Instruction 3 of Form S-6 53. Taxes; Fund's Prospectus accompanying the Prospectus for the Plans VIII. FINANCIAL AND STATISTICAL INFORMATION 54. Omitted pursuant to Instruction 3 of Form S-6 55. A Typical $100 Monthly Investment Plan 56. Omitted pursuant to Instruction 1 of Form S-6 57. Omitted pursuant to Instruction 1 of Form S-6 58. Omitted pursuant to Instruction 1 of Form S-6 59. (a)(1) Balance Sheet at February 20, 1998 59. (a)(2) Not applicable 59. (c)(1) Consolidated Statement of Financial Condition at December 31, 1997 59. (c)(2) Consolidated Statement of Operations at December 31, 1997 Pioneer Independence Plans PROSPECTUS MARCH 12, 1998 Pioneer Independence Plans (the "Plans") for the accumulation of shares of Pioneer Independence Fund (the "Fund") are offered by Pioneer Funds Distributor, Inc., the sponsor and principal underwriter ("Sponsor"). Under a Plan, an investor (the "Planholder") makes fixed monthly investments for 15 years (a total of 180 investments), with the option to make additional monthly investments for up to a total of 25 years (a total of 300 investments). The Plans are designed to help investors create an investment fund for future capital or income needs and build equity over a period of years by systematically investing a modest sum each month in shares of a mutual fund. Investments under a Plan are applied, after authorized deductions, to the purchase of Fund shares at net asset value. A Plan should be considered a long-term investment and is not suitable for investors seeking quick profits or who might be unable to complete a Plan. A front-end sales load, the "Creation and Sales Charge," is deducted from the first 12 investments. Because of the Creation and Sales Charge, withdrawal of an investment or termination of a Plan during the period in which the first 12 investments in a Plan are made will probably result in a loss to the investor. The value of a Plan is subject to fluctuations in the value of the shares of the Fund, which in turn is based upon the value of the securities in its portfolio. The Fund's investment results will vary depending on the composition of its portfolio, market conditions and the Fund's operating expenses. See "Investment Objective and Policies" in the Fund's Prospectus. A Plan calls for monthly investments at regular intervals regardless of the price level of the Fund shares. Planholders should therefore consider their financial ability to continue investments in a Plan. Terminating a Plan at a time when the value of the Fund shares then held is less than the Planholder's cost associated with a Plan will result in a loss to the Planholder. FUND RETURNS AND SHARE PRICES FLUCTUATE AND THE VALUE OF YOUR FUND SHARES UPON REDEMPTION MAY BE MORE OR LESS THAN YOUR PURCHASE PRICE. SHARES IN THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK OR OTHER DEPOSITORY INSTITUTION, AND THE SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. SHARES OF THE FUND ARE OFFERED TO THE GENERAL PUBLIC ONLY THROUGH THE PLANS. A PLANHOLDER HAS THE RIGHT TO A 45-DAY REFUND OF THE VALUE OF HIS OR HER INVESTMENT, AS WELL AS CERTAIN OTHER LIMITED REFUND RIGHTS FOR CERTAIN PERIODS OF TIME AND UNDER THE CONDITIONS DESCRIBED IN MORE DETAIL UNDER "CANCELLATION AND REFUND RIGHTS." THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THIS PROSPECTUS IS VALID ONLY IF ACCOMPANIED BY THE CURRENT PROSPECTUS OF THE FUND, WHICH CONTAINS A DESCRIPTION OF THE FUND. BOTH PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE. TABLE OF CONTENTS PAGE - -------------------------------------------------------------------------------- I. PIONEER INDEPENDENCE PLANS -- HELPING PLANHOLDERS MEET THEIR INVESTMENT OBJECTIVES...................................................3 II. PLAN INVESTMENTS AND DEDUCTIONS.........................................3 III. 15-YEAR PLAN INVESTMENTS AND DEDUCTIONS.................................4 IV. TOTAL 25-YEAR PLAN INVESTMENTS AND DEDUCTIONS WHEN EXTENDED INVESTMENT OPTION IS USED...............................................5 V. A TYPICAL $100 MONTHLY INVESTMENT SCHEDULE..............................5 VI. INVESTMENT OBJECTIVE OF THE FUND........................................5 VII. STARTING A PIONEER INDEPENDENCE PLAN....................................5 VIII. CREATION AND SALES CHARGES..............................................6 IX. RIGHTS AND PRIVILEGES OF PLANHOLDERS....................................6 Automatic Investment Option........................................6 Planholders May Qualify for Reduced Sales Charges..................6 Making Investments Ahead of Schedule to Complete a Plan Early......6 Changing the Face Amount of Your Plan..............................7 Partial withdrawal or Redemption Without Termination of the Plan...8 Replacements of Partial Withdrawals................................8 Extended Investment Option.........................................8 Systematic Withdrawal Program......................................8 Cancellation and Refund Rights.....................................8 Termination of a Plan by the Planholder and Withdrawal of Shares...9 Replacement Privilege on Termination...............................9 Dividends and Distributions........................................9 Voting Rights in Fund Shares......................................10 Transfer or Assignment of Rights in a Plan........................10 Statements, Reports and Notices...................................10 X. TERMINATION OF A PLAN BY THE SPONSOR OR CUSTODIAN......................10 XI. SERVICE CHARGES AND OTHER FEES.........................................10 XII. TAXES..................................................................11 XIII. THE FUND...............................................................11 XIV. SUBSTITUTION OF THE UNDERLYING INVESTMENT..............................11 XV. RETIREMENT PLANS.......................................................12 XVI. THE SPONSOR............................................................12 XVII. THE CUSTODIAN..........................................................13 XVIII. PIONEER INDEPENDENCE PLANS.............................................13 XIX. FINANCIAL STATEMENTS...................................................14 Pioneer Independence Plans........................................14 Pioneer Funds Distributor, Inc....................................16 2 I. PIONEER INDEPENDENCE PLANS -- HELPING PLANHOLDERS MEET THEIR INVESTMENT OBJECTIVES Many people who desire to accumulate an investment portfolio for their future through a planned long-range investment program find it difficult to accumulate enough money to efficiently purchase stocks directly. The Plans are designed to help investors create an investment fund for future capital or income needs and build equity over a period of years by systematically investing a modest sum each month in shares of a mutual fund. The value of a Plan is subject to fluctuations in the value of the securities in the underlying Fund's portfolio. The Planholder makes monthly Plan investments at regular intervals regardless of the price level of the shares of the Fund. Planholders should consider, therefore, their financial ability to initiate and continue a Plan. Ownership of a Plan does not eliminate the risk inherent in the ownership of any security. Terminating a Plan at a time when the value of acquired Fund shares held in the Plan is less than the Planholder's original cost for Fund shares held under the Plan will result in a loss to the Planholder. An investor should consider the following aspects of the Plan before making an investment: 1. A Plan represents an agreement between the Planholder, the Sponsor, and State Street Bank and Trust Company (the "Custodian") under which amounts invested (after deduction of Creation and Sales Charges and other fees) are used to purchase shares of the Fund at net asset value. 2. Each Plan includes a Creation and Sales Charge, which is sometimes called a "front-end load" sales charge, equal to a maximum of 50% of the first 12 investments. The effect of a front-end load is that if you terminate your Plan between the second and eighteenth month, total deductions may amount to as much as 15% of your total Plan investments made up to that date and as much as 31.6% after 18 months. However, the maximum Creation and Sales Charge for a 15-year Plan is only 3.33% when expressed as a percentage of the total Plan investments. Accordingly, a Plan is not suited for short-term investments. See "Creation and Sales Charges." 3. Investments under a Plan will not constitute direct ownership of Fund shares, but rather an interest in a trust which will have direct ownership of the Fund's shares on behalf of each Planholder. Planholders have only a beneficial interest in the underlying shares of the Fund. A Planholder will, however, retain full voting rights with respect to such underlying shares of the Fund. The Custodian will vote the shares held for Planholders' accounts in accordance with their instructions. 4. A Plan may be terminated by the Custodian or Sponsor if a Planholder fails to make investments under his or her Plan for a period of 12 consecutive months or if Fund shares are not available and a substitution is not made. See "Termination of a Plan by the Sponsor or Custodian." Planholders must be notified of any substitution of the Plan's underlying investment. See "Substitution of the Underlying Investment." 5. The dealer firm of record has proprietary rights to all commissions, including any service fees, earned from the Sponsor during the duration of your Plan. The dealer firm of record is under no obligation to transfer your Plan to another dealer firm as long as its dealer agreement with the Sponsor is still in effect; thus, a new dealer engaged by a Planholder may have no direct incentive to provide services with respect to the Plan. If the dealer firm of record chooses to release a Plan to a new dealer firm, the new dealer firm must first complete, sign and signature guarantee a release form that can be obtained from the Sponsor. The form must be returned to and accepted by the Custodian. 6. The Sponsor is not required to notify Planholders or seek their approval prior to replacing the Custodian. The terms of the Custodian Agreement, however, cannot be amended to adversely affect the rights and privileges of a Planholder without obtaining his or her written consent. II. PLAN INVESTMENTS AND DEDUCTIONS The following tables show the range of available monthly Plan investments to be made, total Plan investments (known as the "face amount" of the Plan) to be made and the Creation and Sales Charges that will be charged on each monthly Plan investment. The total charges as a percentage of the total amount invested under a Plan and as a percentage of the net amount invested are also shown. This information is based solely on investments made under a Plan and does not reflect any investment experience, dividend or income from the Fund over the period of a Plan, or expenses of the Fund or any other charges. The Creation and Sales Charges reflected below are specified under the Plans and may not be increased. The Fund also incurs expenses as described under "The Fund." Fund expenses are not specified under the terms of the Plans and may vary from year to year. 3
III. 15-YEAR PLAN INVESTMENTS AND DEDUCTIONS CREATION AND SALES CHARGE ---------------------------------------------------------- PER TO NET MONTHLY PER INVEST- TOTAL TO INVEST- MONTHLY PLAN TOTAL INVEST- MENT SALES TOTAL MENT PLAN INVEST- INVEST- MENT 13 THRU CHARGE INVEST- IN INVEST- MENT MENT 1 THRU 12 180 (A) MENT SHARES MENT - ---------- ------------- --------- -------- ------------- ------- ------- ---------- $ 50.00 $ 9,000.00 $ 25.00 $0 $ 300.00 3.33% 3.45% $ 50.00 75.00 13,500.00 37.50 0 450.00 3.33% 3.45% 75.00 100.00 18,000.00 50.00 0 600.00 3.33% 3.45% 100.00 125.00 22,500.00 62.50 0 750.00 3.33% 3.45% 125.00 150.00 27,000.00 75.00 0 900.00 3.33% 3.45% 150.00 166.66 29,998.80 83.33 0 999.96 3.33% 3.45% 166.66 200.00 36,000.00 100.00 0 1,200.00 3.33% 3.45% 200.00 250.00 45,000.00 125.00 0 1,500.00 3.33% 3.45% 250.00 300.00 54,000.00 150.00 0 1,800.00 3.33% 3.45% 300.00 350.00 63,000.00 175.00 0 2,100.00 3.33% 3.45% 350.00 400.00 72,000.00 200.00 0 2,400.00 3.33% 3.45% 400.00 450.00 81,000.00 225.00 0 2,700.00 3.33% 3.45% 450.00 500.00 90,000.00 250.00 0 3,000.00 3.33% 3.45% 500.00 600.00 108,000.00 300.00 0 3,600.00 3.33% 3.45% 600.00 700.00 126,000.00 350.00 0 4,200.00 3.33% 3.45% 700.00 800.00 144,000.00 400.00 0 4,800.00 3.33% 3.45% 800.00 900.00 162,000.00 450.00 0 5,400.00 3.33% 3.45% 900.00 1,000.00 180,000.00 500.00 0 6,000.00 3.33% 3.45% 1,000.00 1,250.00 225,000.00 625.00 0 7,500.00 3.33% 3.45% 1,250.00 1,500.00 270,000.00 675.00 0 8,100.00 3.00% 3.09% 1,500.00 1,750.00 315,000.00 700.00 0 8,400.00 2.67% 2.74% 1,750.00 2,000.00 360,000.00 750.00 0 9,000.00 2.50% 2.56% 2,000.00 2,500.00 450,000.00 812.50 0 9,750.00 2.17% 2.21% 2,500.00 5,000.00 900,000.00 1,250.00 0 15,000.00 1.67% 1.69% 5,000.00 10,000.00 1,800,000.00 1,500.00 0 18,000.00 1.00% 1.01% 10,000.00
(A) Does not include an annual distribution and service fee paid by the Fund of up to 0.25% based on the Fund's average daily net assets. See "Distribution Plan" in the Fund's Prospectus.
IV. TOTAL 25-YEAR PLAN INVESTMENTS AND DEDUCTIONS WHEN EXTENDED INVESTMENT OPTION IS USED CREATION AND SALES CHARGE ------------------------------------------------------- PER TO NET MONTHLY PER INVEST- TOTAL TO INVEST- MONTHLY PLAN TOTAL INVEST- MENT SALES TOTAL MENT PLAN INVEST- INVEST- MENT 13 THRU CHARGE INVEST- IN INVEST- MENT MENT 1 THRU 12 300 (A) MENT SHARES MENT - ---------- ------------- --------- -------- ---------- ------- ------- ---------- $ 50.00 $ 15,000.00 $ 25.00 $0 $ 300.00 2.00% 2.04% $ 50.00 75.00 22,500.00 37.50 0 450.00 2.00% 2.04% 75.00 100.00 30,000.00 50.00 0 600.00 2.00% 2.04% 100.00 125.00 37,500.00 62.50 0 750.00 2.00% 2.04% 125.00 150.00 45,000.00 75.00 0 900.00 2.00% 2.04% 150.00 166.66 49,998.00 83.33 0 999.96 2.00% 2.04% 166.66 200.00 60,000.00 100.00 0 1,200.00 2.00% 2.04% 200.00 250.00 75,000.00 125.00 0 1,500.00 2.00% 2.04% 250.00 300.00 90,000.00 150.00 0 1,800.00 2.00% 2.04% 300.00 350.00 105,000.00 175.00 0 2,100.00 2.00% 2.04% 350.00 400.00 120,000.00 200.00 0 2,400.00 2.00% 2.04% 400.00 450.00 135,000.00 225.00 0 2,700.00 2.00% 2.04% 450.00 500.00 150,000.00 250.00 0 3,000.00 2.00% 2.04% 500.00 600.00 180,000.00 300.00 0 3,600.00 2.00% 2.04% 600.00 700.00 210,000.00 350.00 0 4,200.00 2.00% 2.04% 700.00 800.00 240,000.00 400.00 0 4,800.00 2.00% 2.04% 800.00 900.00 270,000.00 450.00 0 5,400.00 2.00% 2.04% 900.00 1,000.00 300,000.00 500.00 0 6,000.00 2.00% 2.04% 1,000.00 1,250.00 375,000.00 625.00 0 7,500.00 2.00% 2.04% 1,250.00 1,500.00 450,000.00 675.00 0 8,100.00 1.80% 1.83% 1,500.00 1,750.00 525,000.00 700.00 0 8,400.00 1.60% 1.63% 1,750.00 2,000.00 600,000.00 750.00 0 9,000.00 1.50% 1.52% 2,000.00 2,500.00 750,000.00 812.50 0 9,750.00 1.30% 1.32% 2,500.00 5,000.00 1,500,000.00 1,250.00 0 15,000.00 1.00% 1.01% 5,000.00 10,000.00 3,000,000.00 1,500,00 0 18,000.00 0.60% 0.60% 10,000.00
(A) Does not include an annual distribution and service fee paid by the Fund of up to 0.25% based on the Fund's average daily net assets. See "Distribution Plan" in the Fund's Prospectus. 4 V. A TYPICAL $100 MONTHLY INVESTMENT PLAN (Assuming that all investments are made in accordance with the terms of Pioneer Independence Plans)
AT THE END OF AT THE END OF AT THE END OF AGGREGATE 6 MONTHS 1 YEAR 2 YEARS AMOUNT (6 INVESTMENTS) (12 INVESTMENTS) (24 INVESTMENTS) ----------------------- ------------------------- ------------------------ ------------------------ % % % % of Total of Total of Total of Total Amount Investment Amount Investment Amount Investment Amount Investment - ---------------------------------------------------------------------------------------------------------------------------------- 15 YEARS (180 INVESTMENTS) Total Investments $18,000 100.00% $600 100% $1,200 100% $2,400 100% Deduct: Creation and Sales Charge $600 3.33% $300 50% $600 50% $600 25% Net Amount Invested in a Plan $17,400 96.67% $300 50% $600 50% $1,800 75% 25 YEARS (300 INVESTMENTS) Total Investments $30,000 100.00% $600 100% $1,200 100% $2,400 100% Deduct: Creation and Sales Charge $600 2.00% $300 50% $600 50% $600 25% Net Amount Invested in a Plan $29,400 98.00% $300 50% $600 50% $1,800 75%
(1) Dividends and distributions received on Fund shares, during the periods shown, have not been included or reflected in any way in the foregoing figures. (2) The 25-year investment schedule reflects the charges applicable to a 15-year Plan which is continued under the extended investment option. FUND ANNUAL EXPENSES (AFTER EXPENSE LIMITATION) (as a percentage of the Fund's average daily net assets) Management Fee (after fee waiver). . . . . . 0.00% 12b-1 Fee . . . . . . . . . . . . . . . . . 0.25% Other Expenses (estimated) . . . . . . . 1.25% ---- Total Expenses (after fee waiver) . . . . . 1.50% ==== Pioneering Management Corporation, the Fund's investment adviser, has agreed not to impose all or a portion of its management fee and to make other arrangements, if necessary, to limit the operating expenses of the Fund to 1.50% of the Fund's average daily net assets. Absent the fee waiver, management fee and total expenses would be 0.75% and 2.20%, respectively. This agreement is voluntary and temporary and may be revised or terminated at any time after the expiration of the 1998 fiscal year. For a discussion of Fund expenses, refer to "Expense Information" and "Management of the Fund" in the Fund's Prospectus. VI. INVESTMENT OBJECTIVE OF THE FUND Pioneer Independence Fund ("the Fund") is an open-end management investment company. The Fund seeks growth of capital. The Fund will invest in a diversified portfolio of securities consisting primarily of common stocks. For more information about the Fund, including charges and expenses, see the attached Fund Prospectus. Read it carefully before you invest or send money. Fund returns and share prices fluctuate and, upon redemption, the value of the Fund shares held in a Plan may be more or less than the purchase price. The past performance of an investment does not guarantee future results. VII. STARTING A PIONEER INDEPENDENCE PLAN To start a Plan, complete the attached Plan Application indicating the monthly Plan investment amount for your Plan. Because a Plan is specifically designed for regular monthly investing, you are encouraged to invest through an automatic investment option such as military government allotment or a preauthorized check transaction (a "PACT"). To elect an automatic investment option complete the required forms and have your investment dealer forward them to the Custodian. See "Automatic Investment Option." To invest by check, have your investment dealer send your check to the Custodian with your Plan Application. Write your check for the amount of your initial monthly Plan investment and make it payable to State Street Bank and Trust Company. As described in "Service Charges and Other Fees," a separate processing fee may be charged for each investment made by check. After your Plan Application is accepted by the Custodian and your initial investment is received, you will receive a confirmation statement showing the number of whole and fractional shares of the Fund purchased for your Plan. After the initial investment, Planholders should send regularly scheduled monthly Plan investments, made payable to State Street Bank and Trust Company, directly to the Custodian. Each monthly Plan investment, after applicable deductions, will be applied to the purchase of Fund shares at the then current net asset value. If the Custodian does not receive monthly Plan investments for a period of 12 consecutive months, then the Sponsor or Custodian may terminate your Plan as described under "Termination of a Plan by the Sponsor or Custodian." A Planholder may terminate a Plan completely or partially at any time as described on pages 7 and 9. Any correspondence regarding your Plan should be addressed to your investment dealer or to Boston Financial Data Services, P.O. Box 8300, Boston, Massachusetts 02266-8300. VIII. CREATION AND SALES CHARGES The Sponsor receives a Creation and Sales Charge as compensation for its services and costs in creating the Plans 5 and arranging for their administration, for making the Fund shares available to Planholders at their net asset value and for certain selling expenses and commissions with respect to the Plans. These charges are deducted from each of the first 12 monthly Plan investments. For example, on a $100 a month Plan, $50 is deducted from each of the first 12 monthly Plan investments. After the 12th investment, Creation and Sales Charges no longer apply to subsequent monthly investments. Deductions will decrease proportionately on certain larger Plans. See "Plan Investments and Deductions." IX. RIGHTS AND PRIVILEGES OF PLANHOLDERS A Plan is established in the name of the Planholder at the time of issuance and constitutes an individual agreement among the Planholder, the Sponsor and the Custodian. No agent or other person has the authority to modify, alter or otherwise change the terms of the Plan or to bind the Sponsor, the Custodian or the issuer of Fund shares by any statement, written or oral, not contained in this Prospectus. Under the terms of a Plan, Planholders enjoy certain rights, privileges and options which are described as follows. AUTOMATIC INVESTMENT OPTION If a Planholder wishes to have investments in a Plan made automatically each month without having to write a check and mail it to the Custodian, the Planholder may elect an automatic investment option for the Plan. Each Plan for which an automatic investment option has been elected is funded automatically each month through the Planholder's bank account, PACT or, for U.S. military personnel, a government allotment. To initiate an automatic investment option, the Planholder should complete the appropriate forms and forward them to the Custodian. A request to terminate a PACT must be received by the Custodian at least 15 days prior to the date of the next scheduled monthly Plan investment. PLANHOLDERS MAY QUALIFY FOR REDUCED SALES CHARGES To qualify for reduced Creation and Sales Charges, the Planholder must submit a written request that the face amounts of existing Plans and/or the then current net asset value of other Pioneer mutual fund accounts be combined with the face amounts indicated on any new Plan applications for the purpose of determining the applicable Creation and Sales Charge for the new Plan(s). PURCHASING TWO OR MORE PLANS. The face amounts of two or more Plans purchased at one time by "any person" (see below) may be combined to take advantage of the lower Creation and Sales Charges available on larger sized Plans. Creation and Sales Charges will be determined by the face amounts of the Plans selected. The term "any person" includes: [bullet] an individual, his or her spouse and their children under the age of 21 and their grandchildren under age 21 who are beneficiaries of a Uniform Gifts to Minors Act or Uniform Transfers to Minors Act account in which the Planholder serves as custodian, or [bullet] a trustee or other fiduciary of a single trust estate or single fiduciary account (including a pension, profit-sharing or other employee benefit trust created pursuant to a plan qualified under Section 401 of the Internal Revenue Code of 1986, as amended (the "Code")). RIGHTS OF ACCUMULATION. When purchasing any new Plan(s) or increasing the face amount of any existing Plan(s), a right of accumulation may exist. If such Plans are registered in the name of "any person" (see above), the Plans may qualify for a reduced Creation and Sales Charge on the new Plan by combining the face amount of the new Plan with the face amount(s) of any existing Plan(s) on which investments due are current (see below) and/or with the current value of shares owned in certain other Pioneer mutual funds for which Pioneering Management Corporation or an affiliate is the investment manager. The new Plan includes the total face amounts of any new Plans plus the face amounts of Plans on which an increase in monthly investments is requested. For rights of accumulation, a Plan is considered to be current if: (1) it has been completed and not redeemed; (2) it has not been completed but has at least as many investments recorded as there are months elapsed since the establishment date or since a Plan face amount increase date; or (3) the Planholder is a tax- qualified plan or an individual retirement account ("IRA"). MAKING INVESTMENTS AHEAD OF SCHEDULE TO COMPLETE A PLAN EARLY A Planholder may complete his or her Plan ahead of schedule by making monthly Plan investments in advance of their normal due date, but the Planholder may not normally make more than 24 investments in any one calendar year (including the current investment). In addition to these investments made in advance of their scheduled dates, a Planholder may make an additional 24 investments during the life of the Plan. Monthly Plan investments may be combined and periodically paid in a lump sum to make a Plan that is in arrears current (see "Rights of Accumulation"). These prepayment rules may be waived for a transfer or rollover of an IRA into a Plan or in the event of the death of the Planholder. There is no reduction in the Creation and Sales Charge for advance investments. CHANGING THE FACE AMOUNT OF YOUR PLAN The face amount of a Plan is the total value of the monthly Plan investments scheduled by the Planholder to be made in his or her Plan. The range of face amounts offered is listed under "Plan Investments and Deductions." Increases and decreases in face amount can be made by a written notice to the Custodian, accompanied by a new completed Plan Application. A Planholder may change the face amount of a Plan under the following circumstances. A Planholder may increase the face amount of his or her Plan at any time, provided the new face amount is a face amount offered by the Sponsor. An increase in the face amount of a Plan does not create new cancellation and refund rights as to the new Plan that is created. A Planholder may decrease the face amount of his or her Plan by 50% within 12 investments of the commencement of a Plan. If a decrease is to occur on an existing Plan that previously has been increased, the decrease cannot result in a new face amount lower than that of the original Plan. 6 For each face amount change, the Creation and Sales Charge already paid on the existing Plan will be recomputed to reflect the new Plan face amount. The Creation and Sales Charges already paid on the existing Plan will be credited to the Creation and Sales Charge applicable to the new face amount. Excess Creation and Sales Charges under a Plan will be invested directly in Fund shares for the Planholder at the net asset value as of the day the change occurs. Any additional Creation and Sales Charges due under a Plan will be assessed on the next 12 monthly Plan investments. PARTIAL WITHDRAWAL OR REDEMPTION WITHOUT TERMINATION OF THE PLAN A Planholder may request a partial withdrawal or redemption of his or her Fund shares without terminating the Plan, only if the Planholder has owned his or her Plan for at least 45 days. Withdrawal or redemption of all of a Planholder's Fund shares will normally result in termination of the Plan. For Plans that have been owned for at least 45 days, the Planholder may elect to withdraw up to 90% of the underlying Fund shares from his or her Plan (and hold such Fund shares directly) or may direct the Custodian, as the Planholder's agent, to withdraw and then redeem up to 90% of the Planholder's Fund shares and pay the proceeds to the Planholder. Requests under this privilege that exceed 90% of the net asset value of the Fund shares in the Planholder's account may result in full redemption of the entire balance in the Plan. A request for a partial withdrawal or redemption may be made in writing or by telephone. While there is currently no limit to the number of partial withdrawals or redemptions that can be made by a Planholder, each partial withdrawal or redemption must be at least $100. Shares are withdrawn or redeemed at their net asset value next determined after a request in proper form (including signature guarantees and other documentation, if applicable) is received by the Custodian. Requests received in proper form prior to the close of the New York Stock Exchange (the "Exchange") on any business day of the Fund will be confirmed at the price determined as of the close of that day. No partial withdrawal or redemption shall affect the total number of monthly Plan investments to be made or the unpaid balance of monthly Plan investments. As discussed under "Taxes," there may be federal income tax consequences upon a partial redemption of Fund shares. WRITTEN REQUESTS. Written requests must be signed by all registered Planholders and should be sent to the Custodian. Redemption proceeds will be mailed to the address of record unless instructions to the contrary are received with the Planholders' signatures guaranteed. In the case of a cash withdrawal (a redemption), the Custodian or Sponsor may require additional documentation. If a cash withdrawal is: (a) more than $100,000, (b) made payable to an individual other than the Planholder of record, or (c) to be sent to an address other than the address of record, a letter of instruction will be required, signed by all Planholders with signatures guaranteed in a form acceptable to the Custodian. A Planholder should be able to obtain an acceptable signature guarantee from a bank, broker, dealer, credit union (if authorized under state law), securities exchange or association, clearing agency or savings association. Signature guarantees are not accepted by facsimile. A notarized signature will not be sufficient for the request to be in proper order. A signature guarantee is not required for cash withdrawals of $100,000 or less, if requested by and payable to all Planholders of record, and to be sent to the address of record for that Plan account. However, the Sponsor reserves the right to require signature guarantees on all redemptions. A signature guarantee is required in connection with most requests for transfer of Plan ownership. Also, a signature guarantee is required if the Sponsor or the Custodian, in the sole discretion of either, believes that a signature guarantee is warranted. All documents must be in proper order before any withdrawals or redemptions can be executed. TELEPHONE REQUESTS. Telephone withdrawals and redemptions by Planholders will automatically be authorized for each Plan (except Plans established as retirement accounts) unless the Planholder indicates otherwise on his or her Plan Application. For personal assistance, call the Custodian at 1-800-765-9565 between 8 a.m. and 6 p.m. Eastern time on weekdays. YOU ARE STRONGLY URGED TO CONSULT WITH YOUR FINANCIAL REPRESENTATIVE PRIOR TO REQUESTING ANY TELEPHONE TRANSACTION, AS THERE MAY BE TAX CONSEQUENCES AND/OR PENALTIES. A cash withdrawal can be made as a telephone transaction only if: (1) the proceeds are made payable to the Planholder(s) of record and mailed to the address of record; (2) there has been no change in the address of record on the Plan within the preceding 30 days; (3) the person requesting the withdrawal can provide proper identification information; and (4) the proceeds do not exceed $100,000. The cancellation and refund rights set forth on page 8 of this Prospectus may not be exercised by telephone. No telephone transaction request will be accepted which specifies a particular transaction date or any other special conditions. The Sponsor has made arrangements with certain dealers to accept telephone transaction instructions from the dealer on behalf of Plans for which the dealer is the firm of record. The Sponsor reserves the right to impose conditions on these dealers, including the condition that they enter into agreements (which contain additional conditions with respect to effecting telephone transactions) with the Sponsor. Any resulting loss from the dealer's failure to submit a telephone transaction within the prescribed time frame will be borne by that dealer. To confirm that each transaction instruction received by telephone is genuine, the Custodian will record each telephone transaction, require the caller to provide proper personal identification information and send the Planholder a written confirmation of each telephone transaction. If reasonable procedures, such as those described above, are followed, neither Pioneer Independence Plans, the Fund, the Custodian nor the Sponsor will be responsible for the authenticity of instructions received by telephone; therefore, the 7 Planholder bears the risk of loss for unauthorized or fraudulent telephone transactions. The Custodian or Sponsor may implement other procedures from time to time. During times of economic turmoil or market volatility or as a result of severe weather or a natural disaster, it may be difficult to contact the Custodian by telephone to institute a transaction. At such times, a Planholder should communicate with the Custodian in writing. VOLUNTARY TAX WITHHOLDING. A Planholder may request (in writing) that the Custodian withhold 28% of the dividends and capital gains distributions paid on any Fund shares held in his or her Plan account (before any reinvestment) and forward the amount withheld to the IRS as a credit against the Planholder's federal income taxes. This option is not available for Plan accounts registered as retirement plan accounts or for Plan accounts subject to backup withholding. GENERAL. Normally, a Planholder will be sent a check as a result of redeeming Fund shares under this or any of the options described in this Prospectus within seven days after such a request is received by the Custodian and all documents are in proper order. However, the Custodian will not mail redemption proceeds to a Planholder until checks or other orders for payment received for the Fund shares purchased by the Planholder have cleared, which may take up to 15 calendar days, from the date on which the check or other order for payment is received by the Custodian. Redemptions may be suspended and payments of redemption proceeds may be postponed during any period in which any of the following conditions exist: the Exchange is closed, other than for customary weekends and holidays; trading on the Exchange is restricted; an emergency exists as a result of which disposal by the Fund of securities owned by it is not reasonably practicable or it is not reasonably practicable for the Fund to fairly determine the value of the net assets of its portfolio; or the Securities and Exchange Commission, by order, so permits. REPLACEMENTS OF PARTIAL WITHDRAWALS After a partial cash withdrawal, the Planholder may, but is not required to, restore the value of his or her Plan by remitting to the Custodian an amount equal to the amount redeemed. The reinvested amount will be used to purchase Fund shares for the Planholder's account at the next determined net asset value for the Fund's shares. Any repayment of a partial cash withdrawal may not be made before 90 days from the date of redemption, except in the case of Planholder accounts that are IRAs, for which a reinvestment may be made after a period of 45 days. Full reinstatement of a partial cash withdrawal need not be accomplished in one transaction if the amount redeemed exceeds $500. However, the minimum for each reinvestment is 25% of the amount withdrawn or $500, whichever is less. Replacements of partial cash withdrawals must be clearly identified as such to distinguish them from regular monthly Plan investments. EXTENDED INVESTMENT OPTION Under the extended investment option, a Planholder may continue making monthly investments after completing all scheduled investments under a Plan. The extended investment option must be exercised within six months after completing all scheduled investments under a Plan. If under this option a Planholder fails to make regularly scheduled investments for six consecutive months, after being credited for any advance investments made under the extended investment option, the Planholder forfeits his or her right to make such additional investments. All extended investment options will terminate on the date the 300th monthly investment is made under the Plan, and no further investments will be accepted after that date. SYSTEMATIC WITHDRAWAL PROGRAM A Planholder may elect a systematic withdrawal program upon completion of all regularly scheduled investments. A Planholder may also elect a systematic withdrawal program from an incomplete Plan if the withdrawal is to be taken from a Plan that is part of an IRA and the Planholder has reached age 59 1/2. Under a systematic withdrawal program, the Custodian, as the Planholder's agent, will redeem sufficient Fund shares from the Plan at the net asset value at the time of such redemption to provide regular withdrawal payments of $50 or more on a monthly or quarterly basis, as elected by the Planholder. Except for the $50 minimum, there is no limitation on the size of withdrawals. All systematic withdrawal program transactions will be made as of the end of the day specified by the Planholder for the withdrawal (or, if such a day is not a business day, the first business day after that date). A Planholder has the right to change the dollar amount of withdrawals paid to him or her under the systematic withdrawal program or to discontinue a systematic withdrawal program at any time. There are no charges imposed for any regular withdrawals under a systematic withdrawal program. The Plan will remain in full force and effect with all rights and privileges until all Fund shares have been withdrawn from the Planholder's account. While the systematic withdrawal program is in effect, a Planholder must elect to reinvest all dividends and distributions in Fund shares to be held in his or her Plan account. A Planholder should realize that withdrawals in excess of dividends and distributions will be made from principal and may eventually exhaust the Planholder's account. Also, a gain or loss for tax purposes may be realized by the Planholder on each withdrawal payment. The Sponsor reserves the right to discontinue offering the systematic withdrawal program at any time after 90 days' notification to all Planholders. CANCELLATION AND REFUND RIGHTS A Planholder has certain rights of cancellation. Within 60 days after the first investment under a Plan (which, for this purpose, is the date appearing on the confirmation statement following the initial investment), the Custodian will send a notice to the Planholder regarding the Planholder's cancellation rights. A Planholder may elect to cancel his or her Plan within 45 days of the mailing date of that notice by submitting a written request for cancellation to the Custodian, signed by the Planholder. In addition, a cancellation request involving a Plan with current net assets valued at more than $100,000 must be signature guaranteed, as described under "Partial Withdrawal or Redemption Without Termination of the Plan." The Planholder will receive a payment equal to the sum of (1) the total current net asset value of the Fund shares credited to the Planholder's account as of the end of the business day that the cancellation request is received by the Custodian and (2) a refund of all Creation and Sales Charges paid under the Plan. In addition, at any time within an 18-month period after the purchase of a Plan, the Planholder may surrender his or her Plan. To surrender a Plan, the Planholder should send to the 8 Custodian a written request signed by the Planholder. In addition, a surrender request involving a Plan with current net assets valued at more than $100,000 must be signature guaranteed, as described under "Partial Withdrawal or Redemption Without Termination of the Plan." Upon surrender, the Planholder will receive from the Custodian a payment equal to the sum of (a) the total current net asset value of the Fund shares credited to the Planholder's account as of the end of the business day of the surrender and (b) a refund equal to the amount of all Creation and Sales Charges paid to the date of surrender minus 15% of the gross amount the Planholder has paid as of that date. Service charges and other fees will not be refunded. If a Planholder surrenders his or her Plan under this cancellation and refund privilege, the Planholder may not reinstate his or her Plan at net asset value until all Creation and Sales Charges included in the redemption amount are first deducted from the reinstatement amount. This requirement is more fully explained below in "Replacement Privilege on Termination." Exercise of cancellation rights may be a taxable event for the Planholder. Planholders should consult their tax advisers. The Custodian will send the Planholder a written notice of the 18-month right of cancellation if either of the following occurs: (1) If, during the first 15 months after the date of issuance of the Plan, the Planholder has missed three or more investments; or (2) Following the first 15 months after the date of issuance of the Plan, but prior to the expiration of 18 months after such date, the Planholder has missed one or more investments. (If the Custodian has already sent a notice at 15 months, a second notice will not be required even if additional investments are missed.) These notices will inform the Planholder of his or her rights of cancellation as set forth above and will also include the value of the Planholder's account at the time the notice is sent. TERMINATION OF A PLAN BY THE PLANHOLDER AND WITHDRAWAL OF SHARES A Planholder may terminate a Plan at any time by sending a written request to the Custodian. In terminating a Plan, the Planholder may, by written request signed by the Planholder, instruct the Custodian to: (a) redeem the Fund shares held in the Planholder's account or (b) deliver a confirmation statement for the Fund shares held under the Plan to the Planholder. If the Planholder directs the redemption of Fund shares, the Custodian will withdraw the Fund shares from the Plan account, redeem the Fund shares and send the proceeds directly to the Planholder. If the amount of the redemption is more than $100,000, is made payable to an individual other than the Planholder of record, or is to be sent to an address other than the address of record, the Planholder's request must be signature guaranteed as described under "Partial Withdrawal or Redemption Without Termination of the Plan." All documents must be in good order before a redemption can be executed. The redemption price will be the net asset value of the Fund shares next determined after such documents have been received in proper order by the Custodian. The redemption of Fund shares may be a taxable event for the Planholder. If the Planholder directs the delivery of the Fund shares held under the Plan, sufficient shares of the Fund will be redeemed by the Custodian to pay any authorized deductions and/or transfer taxes and the remaining Fund shares will be registered in the name of the Planholder. A Planholder who chooses to receive Fund shares, may exchange his or her Fund shares for shares of certain other Pioneer mutual funds for which Pioneering Management Corporation or an affiliate is the investment manager. The exchange privilege is more fully described in the Fund's Prospectus under the caption "Shareholder Services." Planholders will not be permitted to exchange such shares back into the Fund or to make additional direct investments in the Fund. REPLACEMENT PRIVILEGE ON TERMINATION For Plans that have been completely terminated, the replacement privilege allows reinvestment of an amount equal to at least 10% of the net asset value of the Fund shares redeemed from a Plan, without any Creation and Sales Charge except as described below, in a reopened identically registered Plan account. Reinvestment is made at the net asset value per Fund share next determined following the timely receipt by the Custodian of a replacement order and payment. The replacement privilege must be exercised within 90 days following the date of termination of the Plan. For the federal income tax effects of replacement and reinvestment, see "Taxes." The replacement privilege is available to Planholders who have not previously exercised this privilege. The replacement privilege does not abrogate the partial withdrawal or redemption without termination privilege described on page 7. If a Planholder has redeemed Fund shares from a Plan under the procedures described under "Cancellation and Refund Rights" on page 8, the Planholder will not be permitted to replace at net asset value the proceeds from such a cancellation or refund until all refunded Creation and Sales Charges have been deducted from the amount offered for the replacement. The Sponsor may in its sole discretion offer additional replacement options from time to time. DIVIDENDS AND DISTRIBUTIONS All Fund dividends and distributions, after any applicable deductions, are reinvested automatically in additional shares of the Fund as of the payment date, at the net asset value determined on the ex-dividend date of the dividend or distribution, unless the Planholder elects to receive the dividends or distributions by check. See "Service Charges and Other Fees." No Creation and Sales Charge is made on any such reinvestments. If the Planholder wishes to receive the dividends and other distributions in cash - rather than in additional shares of the Fund - the Planholder must so instruct the Custodian in writing. Such instructions must be received at least seven days prior to the record date of a dividend or distribution. A Planholder may change these instructions at any time. 9 Dividends and other distributions by the Fund are made on a per-share basis. After every distribution, the value of a Fund share drops by the amount of the distribution. If a Plan investment is made shortly before the ex-dividend date of the dividend or distribution, the Planholder will pay the full price for the shares including the amount that is soon to be paid as a dividend. VOTING RIGHTS IN FUND SHARES Pioneer Independence Plans, as a shareholder of the Fund, has certain voting rights in Fund shares which are held on behalf of the Plans. Each Planholder is permitted to exercise voting rights attributable to the Fund shares held in the Planholder's account. The Custodian will vote the Fund shares held in a Planholder's account in accordance with that Planholder's instructions. In the absence of such instructions, the Custodian will vote a Planholder's shares in the same proportion as it votes the shares for which it has received instructions from other Planholders. Planholders may attend any shareholder meetings of the Fund, and if a Planholder wishes to vote in person the Fund shares held in his or her Plan account, the Planholder may submit a written request to the Custodian prior to the meeting for a proxy which will permit the Fund shares to be voted in person by the Planholder. TRANSFER OR ASSIGNMENT OF RIGHTS IN A PLAN If a Planholder desires to secure a loan, the Planholder (other than a tax-qualified retirement plan or an IRA) may assign his or her rights to a bank or other lending institution. The bank or other lending institution, however, will not be entitled to exercise the right of partial withdrawal or redemption. During the term of the assignment, the Planholder will be entitled to all dividends and distributions on Fund shares. A Planholder may also transfer his or her rights to another person: for example, a relative, charitable institution or trust. This may be accomplished in several ways: (1) A Planholder may transfer his or her right, title and interest to another person whose only right shall be the privilege of complete and prompt withdrawal from the Plan; or (2) A Planholder may transfer his or her entire right, title and interest to another person, trustee or custodian acceptable to the Sponsor, who has made application to the Sponsor for a similar Plan. The Custodian will provide Planholders with the appropriate assignment forms upon request. Transfers may be subject to income and other taxes and may be restricted for those Plans held in connection with IRAs or qualified retirement plans. STATEMENTS, REPORTS AND NOTICES For the first 18 months after the issuance of a Plan, the Custodian will mail to each Planholder a confirmation statement for each financial transaction as it occurs. Beginning after the 19th month, the Custodian may mail statements to Planholders quarterly. Each transaction confirmation statement, quarterly statement or other statement, as required, will state the price per share of the Fund shares purchased after applicable deductions and the total number of Fund shares held in the Planholder's account. Any notices, reports or documents required or authorized to be given or sent to a Planholder under this Prospectus will be conclusively deemed to have been given or sent upon mailing to the Planholder's address of record, and the date of such mailing shall be deemed the date of the giving of such notice. X. TERMINATION OF A PLAN BY THE SPONSOR OR CUSTODIAN Although a Plan calls for regular monthly investments over a 15-year period or for an extended 25-year period, neither the Sponsor nor the Custodian can elect to terminate a Plan until 300 investments have been made unless the Planholder has not made investments under his or her Plan for more than 12 consecutive months or unless Fund shares are not obtainable and a substitution is not made. The period of default will not start until a Planholder has been given full credit for a period equal to the number of any advance monthly Plan investments made. After 300 investments, or if other events justify termination, the Sponsor or the Custodian has the right to terminate a Plan 60 days after mailing a written notice to the Planholder. Such notice will request that the Planholder elect to have the Plan distributed either in cash or in Fund shares after deduction of all authorized charges, fees and expenses. On termination, the Custodian (as the Planholder's agent) may surrender for liquidation all of the Fund shares credited to a Planholder's account, or sufficient Fund shares to pay all authorized deductions. The balance of Fund shares and/or cash, after payment of all authorized deductions, will be held by the Custodian for delivery to a Planholder against the surrender of a Plan. No interest will be paid by the Custodian on any cash balances. If the Plan is not surrendered within 60 days after the notice of termination, the Custodian, at its discretion, may at any time thereafter fully discharge its obligations by mailing a confirmation statement for the Fund shares or a check, drawn in accordance with the terms of the Plan, to the address of record noted in the Plan account. The Planholder will then have no further rights under his or her Plan except that if the confirmation statement or check is returned to the Custodian undelivered, the Custodian will continue to hold these assets for the benefit of the Planholder, subject only to the escheatment laws. XI. SERVICE CHARGES AND OTHER FEES Except as described below, there are currently no deductions against Planholders' accounts or against Fund dividends and/or distributions to compensate the Sponsor or the Custodian for its services. If a Plan is not current and no Plan investments have been made for a 12-month period, the Custodian will deduct for its services a fee of $12 per year. A charge of $5.00 will be deducted for each monthly Plan investment received by check or other order for the payment of money which is not honored 10 by the bank on which it is drawn. A charge of $2.50 will be made for terminating a Plan on which investments have not been completed. Plans established as IRAs are subject to an annual IRA custodial fee of $10, a portion of which is paid to The Pioneer Group, Inc., as IRA custodian. This annual fee will be deducted from the Plan account unless a separate check is received in payment of the IRA custodial fee. The Fund and the Sponsor reserve the right to impose a processing fee of $1.50 for each monthly Plan investment received by check (up to a maximum of $5 per event). No charge will be imposed on the initial investment to establish a Plan. There is no processing fee on monthly Plan investments made through an automatic investment option. The check processing fee is not currently in effect. All other Custodian fees which would otherwise be charged to the Plan or the Planholders, or deducted from Fund dividends and/or distributions, may be paid by the Fund. Although there is no current intention to do so, the Fund reserves the right to cease paying such fees, and the Sponsor reserves the right to cause deductions in the future against the Plans, the Planholders, and Fund dividends and/or distributions to compensate the Custodian for its services. XII. TAXES Under the Code, each Planholder is deemed, for federal income tax purposes, to own directly the Fund shares accumulated in his or her Plan account. Designated long-term capital gain distributions, which are automatically reinvested in additional Fund shares, are treated as long-term capital gains. The tax cost of the Fund shares acquired is the amount paid for those shares, including the Creation and Sales Charge. As more fully described under "Dividends Distributions and Taxation" in the Prospectus of the Fund, dividends and distributions paid by the Fund are reportable for federal income tax purposes by Planholders who are otherwise subject to federal income tax. Dividends and distributions are reportable by Planholders regardless of whether the amounts are invested in additional shares of the Fund or are received in cash. Gains realized on cash withdrawals (redemptions) generally also will be subject to taxes, and the ability to deduct losses from such redemptions may be limited. There may also be limitations on the amount of loss a Planholder may recognize in the event of cancellation and refund or a replacement and reinvestment. In general, the Code restricts loss recognition when securities are sold and reacquired in a short period of time; these restrictions may in certain circumstances apply to Planholders. An appropriate notice regarding taxes will be sent to Planholders each year by the Custodian. Any taxes payable with respect to any of the profits realized on sales or transfers by the Custodian or the Sponsor of Fund shares or other property credited to a Planholder's account in accordance with the provisions of a Plan and any taxes levied or assessed with respect to Fund shares or the income therefrom shall be borne by Planholders individually and not by the Custodian or the Sponsor. The foregoing is a brief summary of certain U.S. federal income tax consequences to Planholders of investing in the Fund through Pioneer Independence Plans. Planholders should consult the Fund Prospectus and Statement of Additional Information and their tax advisers for additional information. XIII. THE FUND The objective and investment policies of Pioneer Independence Fund are described in the attached Prospectus of the Fund. Shares of the Fund are credited to a Plan, after applicable deductions are made, at the net asset value as of the end of the business day on which the Custodian receives the Plan's investments. Dividends and distributions paid on Fund shares will be reinvested by the Custodian in additional Fund shares for the Plans at the then current net asset value, unless a Planholder elects to receive them in cash. The Fund incurs certain advisory fees and other expenses. These fees and expenses may vary. The Fund is governed by its Board of Trustees, and Pioneer Independence Plans does not fix or specify the level of expenses of the Fund. The Fund's fees and expenses, including the Fund's payment of Plan custody charges, are described in detail in the Fund's Prospectus and Statement of Additional Information. The Fund has adopted a Plan of Distribution for shares of the Fund in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act"), pursuant to which certain distribution and service fees are paid. XIV. SUBSTITUTION OF THE UNDERLYING INVESTMENT The Sponsor may substitute the shares of another investment medium as the underlying investment for the shares of the Fund if it deems such action to be in the best interests of Planholders. Such substituted shares generally shall be comparable in character and quality to the present Fund shares, and shall be registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended. Before any substitution can be effected, the Sponsor must: 1. To the extent required, obtain an order from the Securities and Exchange Commission approving such substitution under the provisions of Section 26(b) of the 1940 Act; 2. Submit written notice of the proposed substitution to the Custodian; 3. Submit written notice of the proposed substitution to each Planholder, giving a reasonable description of the substituted fund shares, disclosing that unless the Plan is surrendered within 30 days of the date of mailing such notice, the Planholder will be considered to have consented to the substitution and to have agreed to bear his or her pro rata share of expenses and taxes in connection with the substitution; and 4. Provide the Custodian with a signed certificate stating that the required notice has been given to Planholders. If a Plan is not surrendered within 30 days from the date of such notice, the Custodian shall purchase the shares of the substituted fund for the Plan with the proceeds of any Plan investments received from the Planholder and any dividends 11 or distributions which may be reinvested for the Plan. If shares of the substituted fund are also to be substituted for the Fund shares already held, the Sponsor must arrange for the Custodian to be furnished, without payment of a sales charge or fees of any kind, with shares of the substituted fund having an aggregate value equal to the value of the Fund shares for which they are to be exchanged. A substitution may be a taxable event for Planholders. If the Fund shares are not available for purchase for a period of 120 days or longer, and the Sponsor fails to substitute other shares, the Custodian may, but is not required to, select a substitute underlying investment or terminate Pioneer Independence Plans. If the Custodian selects a substitute investment, it shall, to the extent required, first obtain an order from the Securities and Exchange Commission approving such substitution as specified above and then shall notify the Planholder, and if, within 30 days after mailing such notice, the Planholder gives written approval of the substitution and agrees to bear his or her pro rata share of actual expenses, including tax liability sustained by the Custodian, the Custodian may thereafter purchase such substituted shares. The Planholder's failure to give such written approval within the 30-day period shall give the Sponsor the authority to terminate the Plan. If shares of the Fund are not available for purchase for a period of 120 days or longer, and neither the Sponsor nor the Custodian substitutes other shares, the Custodian shall have authority, without further action on its part, to terminate the Plans. The underlying investment could change under certain other circumstances. For instance, the Fund could be reorganized with, or acquired by or merge with another entity, which would result in a Plan investing in the successor to any such transaction. XV. RETIREMENT PLANS A Plan may be purchased by tax-sheltered retirement plans, including IRAs and qualified pension and profit sharing plans. The Pioneer Individual Retirement Plan (the "Pioneer IRA") is offered by the Sponsor. Pioneer IRAs may be established through contributions to a Plan or through a lump sum investment in a Plan from the proceeds of a rollover of prior year qualified assets or a direct transfer of qualified assets from other fiduciary agencies. Such rollovers or transfers may contain either or both employer sponsored retirement assets and owner contributions. Detailed information concerning the Pioneer IRA is available from the Sponsor. This information should be read carefully, and prospective investors should consult with an attorney or tax adviser regarding the establishment of an IRA in connection with a Plan. The information sets forth the additional service fees charged for IRAs and describes the federal income tax consequences of establishing an IRA. Under the Pioneer IRA, dividends and distributions will be reinvested automatically in additional Fund shares for the Plan. As described in "Service Charges and Other Fees," a maintenance fee is charged on Pioneer IRAs. Premature termination of a Plan can have adverse financial consequences and therefore prospective investors should consider carefully whether the IRA or other qualified retirement plan will have the financial resources to honor a 15-year commitment to making monthly Plan investments. XVI. THE SPONSOR Pioneer Funds Distributor, Inc., 60 State Street, Boston, Massachusetts 02109-1820, is a Massachusetts corporation organized on March 2, 1989. It is a broker-dealer registered under the Securities Exchange Act of 1934 and a member of the National Association of Securities Dealers, Inc. (the "NASD"). The Sponsor is an indirect wholly owned subsidiary of The Pioneer Group, Inc. In order to establish the Plans, the Sponsor invested a lump sum in a Plan on which the Creation and Sales Charges were waived and which is exempt from the terms of the Plans. The Sponsor's directors and executive officers are listed below. NAME, POSITIONS AND OFFICES JOHN F. COGAN, JR., CHAIRMAN AND DIRECTOR President, Chief Executive Officer and a Director of The Pioneer Group, Inc. ("PGI"); Chairman and a Director of Pioneering Management Corporation ("PMC"); Director of Pioneering Services Corporation ("PSC"), Pioneer Capital Corporation ("PCC"), Pioneer Real Estate Advisors, Inc., Pioneer Forest, Inc., Pioneer Explorer, Inc., Pioneer Management (Ireland) Ltd. ("PMIL") and Closed Joint Stock Company "Forest-Starma"; President and Director of Pioneer Metals and Technology, Inc. ("PMT"), Pioneer International Corp. ("PIntl"), Pioneer First Russia, Inc. ("First Russia") and Pioneer Omega, Inc. ("Omega"); Chairman of the Board and Director of Pioneer Goldfields Limited ("PGL") and Teberebie Goldfields Limited; Chairman of the Supervisory Board of Pioneer Fonds Marketing, GmbH ("Pioneer GmbH"), Pioneer First Polish Trust Fund Joint Stock Company, S.A. ("PFPT") and Pioneer Czech Investment Company, A.S. ("Pioneer Czech"); Chairman, President and Trustee of all of the Pioneer mutual funds; Director of Pioneer Global Equity Fund Plc, Pioneer Global Bond Fund Plc, Pioneer DM Cashfonds Plc, Pioneer European Equity Fund Plc, Pioneer Central & Eastern Europe Fund Plc, and Pioneer US Real Estate Fund Plc; and Partner, Hale and Dorr LLP (counsel to PGI and the Fund). ROBERT L. BUTLER, DIRECTOR AND PRESIDENT Executive Vice President and a Director of PGI; Director of PMC, PMIL, PSC, PIntl, Pioneer Czech, Pioneer Global Equity Fund Plc, Pioneer Global Bond Fund Plc, Pioneer DM Cashfonds Plc, Pioneer European Equity Fund Plc, Pioneer Central & Eastern Europe Fund Plc, and Pioneer US Real Estate Fund Plc; Vice Chairman of Pioneer GmbH; and a Member of the Supervisory Board of PFPT. DAVID D. TRIPPLE, DIRECTOR Executive Vice President and a Director of PGI; President, Chief Investment Officer and a Director of PMC; Director of PCC, PIntl, First Russia, Omega and Pioneer SBIC Corporation ("Pioneer SBIC"), Pioneer Global Equity Fund Plc, Pioneer Global Bond Fund Plc, Pioneer DM Cashfonds Plc, Pioneer European Equity Fund Plc, Pioneer Central & Eastern Europe Fund Plc, and Pioneer US Real Estate Fund Plc; and Executive Vice President and Trustee of all of the Pioneer mutual funds. WILLIAM H. KEOUGH, TREASURER Senior Vice President, Chief Financial Officer and Treasurer of PGI; Treasurer of PMC, PSC, PCC, PIntl, PMT, PGL, First 12 Russia, Omega and Pioneer SBIC; and Treasurer of all of the Pioneer mutual funds. JOSEPH P. BARRI, CLERK Corporate Secretary of PGI and most of its subsidiaries; Secretary of all of the Pioneer mutual funds; and Partner, Hale and Dorr LLP. SENIOR VICE PRESIDENTS: Steven M. Graziano and Stephen W. Long. VICE PRESIDENTS: Mary Kleeman, Barry G. Knight, William A. Misata, Anne W. Patenaude, Gail A. Smyth, Constance D. Spiros and Marcy L. Supovitz. Commissions ranging from 80% to 95% of the total Creation and Sales Charges will be paid to authorized investment broker-dealer firms that are members of the NASD and have executed a sales agreement with the Sponsor. The Sponsor may terminate its obligations under the Plans under certain circumstances including, but not limited to, circumstances where: the underlying fund ceases operations or is subject to a merger or acquisition; or the shareholders of the underlying fund have approved the cessation of operations or merger or acquisition; or the obligations of the Sponsor as described in this Prospectus and the Custodian Agreement will be assumed by another entity that the Sponsor believes at the time of assignment is capable of fulfilling its obligations as described in this Prospectus and under terms of the Custodian Agreement. XVII. THE CUSTODIAN State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, acts as Custodian for Pioneer Independence Plans pursuant to a custodian agreement with the Sponsor, dated February 17, 1998 (the "Custodian Agreement"). The Custodian is a trust company organized under the laws of Massachusetts. Investments under a Plan should be payable to Pioneer Independence Plans and sent to the Custodian. After making authorized deductions, the Custodian applies the remaining balance of the investment to the purchase of Fund shares for a Plan. The Custodian holds these shares in its custody, receiving dividends and distributions which are automatically reinvested in additional Fund shares for the Plan accounts, unless a Planholder elects to receive such dividends and distributions by check. The duties of the Custodian under the Custodian Agreement include the receipt of all investments from Planholders and income dividends and capital gains distributions on Fund shares, the processing of all authorized deductions therefrom and the purchase and retention of Fund shares for the Planholders' accounts. The Custodian also effects partial or complete liquidations of Plans in connection with withdrawals or terminations and the various other functions discussed above. The Custodian has assumed only those obligations specifically imposed on it under the Custodian Agreement. The Custodian has no responsibility for the choice of the underlying investment, for the investment policies and practices of the Fund or for the acts or omissions of the Sponsor or the investment manager of the Fund. The Custodian Agreement cannot be amended to affect adversely the rights and privileges of the Planholders without their written consent. Neither may the Custodian resign unless an eligible successor has been designated and has accepted the custodianship. Such successor must be a bank or trust company having capital, surplus and undivided profits totaling at least $2,000,000. The Custodian may be changed without notice to, or the approval of, the Planholders. The Custodian may terminate its obligation to accept new Plans for custodianship if the Sponsor fails to perform certain activities it is required to perform under the Custodian Agreement or if the Custodian terminates the Custodian Agreement upon 90 days' notice to the Sponsor. XVIII. PIONEER INDEPENDENCE PLANS Pioneer Independence Plans is considered to be a unit investment trust under the 1940 Act and is registered as such with the Securities and Exchange Commission. Such registration does not imply supervision of management or investment practices or policies by the Commission. Pioneer Independence Plans is currently registered in all states. The Plans may be offered in all states where it is lawful to do so. 13 XIX. FINANCIAL STATEMENTS REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS TO THE BOARD OF DIRECTORS OF PIONEER FUNDS DISTRIBUTOR, INC. (SPONSOR) AND PLANHOLDERS OF PIONEER INDEPENDENCE PLANS: We have audited the accompanying Balance Sheet of Pioneer Independence Plans as of February 20, 1998. This financial statement is the responsibility of the Plans' Sponsor. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the balance sheet referred to above presents fairly, in all material respects, the financial position of Pioneer Independence Plans as of February 20, 1998, in conformity with generally accepted accounting principles. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Boston, Massachusetts February 24, 1998 14 PIONEER INDEPENDENCE PLANS FOR THE ACCUMULATION OF SHARES OF PIONEER INDEPENDENCE FUND BALANCE SHEET February 20, 1998 ASSETS: Investment in Pioneer Independence Fund, at value (cost $100,000) $100,000 ------- Total assets $100,000 LIABILITIES: $ - ------- NET ASSETS: Total net assets (equivalent to $10.00 per share based on 10,000 shares of beneficial interest owned on outstanding plan) $100,000 ======= The accompanying notes are an integral part of this balance sheet. NOTES TO BALANCE SHEET 1. ORGANIZATION Pioneer Independence Plans (the Plans) was registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (the 1940 Act) as a unit investment trust on December 12, 1997. The initial investment into the Plans was made on February 18, 1998 by Pioneer Funds Distributor, Inc., the sponsor for the Plans. This initial investment is exempt from creation and sales charges as well as certain other terms of the Plans. Prior to February 18, 1998, the Plans' activities have been limited to organizational matters with no operating activities. The following is a summary of significant accounting policies consistently followed by the Plans, which are in conformity with those generally accepted for unit investment trusts: A. SECURITY VALUATION. Investments are valued at the net asset value of fund shares held. B. TRANSACTION DATES. Share transactions are recorded on a trade date basis. 15 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS TO THE BOARD OF DIRECTORS OF PIONEER FUNDS DISTRIBUTOR, INC.: We have audited the accompanying consolidated statement of financial condition of Pioneer Funds Distributor, Inc. (a Massachusetts corporation and wholly owned subsidiary of Pioneering Management Corporation) as of December 31, 1997, and the related consolidated statements of operations, changes in stockholder's equity and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Pioneer Funds Distributor, Inc. as of December 31, 1997, and the results of its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic consolidated financial statements taken as a whole. The information contained in Schedules I and II is presented for the purpose of additional analysis and is not a required part of the consolidated financial statements, but is supplementary information required by Rule 17a-5 under the Securities Exchange Act of 1934. Such information has been subjected to the auditing procedures applied in the audit of the basic consolidated financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic consolidated financial statements taken as a whole. /s/ Arthur Andersen LLP Boston, Massachusetts February 3, 1998 16 PIONEER FUNDS DISTRIBUTOR, INC. CONSOLIDATED STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 1997 (DOLLARS IN THOUSANDS) ASSETS CASH AND TEMPORARY INVESTMENTS, AT COST, WHICH APPROXIMATES VALUE (Note 2) $ 4,418 INVESTMENTS IN MARKETABLE SECURITIES, AT VALUE (Note 2) 6,445 RECEIVABLES: From securities brokers and dealers for sales of mutual fund shares 11,752 Other 3,817 PREPAID SERVICE FEES 1,862 OTHER ASSETS 1,295 FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, AT COST (NET OF ACCUMULATED DEPRECIATION OF $651) (Note 2) 492 DEALER ADVANCES (NET OF ACCUMULATED AMORTIZATION OF $18,442) (Note 9) 42,302 DEFERRED COST OF RESTRICTED STOCK PLAN (Note 5) 621 -------- Total assets $ 73,004 ======== LIABILITIES AND STOCKHOLDER'S EQUITY LIABILITIES: Payable to funds for shares sold $ 11,731 Accrued expenses and accounts payable 5,045 Distribution fees due to brokers and dealers 1,074 Deferred income taxes, net (Note 4) 16,201 Due to affiliates, net 426 -------- Total liabilities 34,477 -------- COMMITMENTS AND CONTINGENCIES (Note 8) STOCKHOLDER'S EQUITY: Common stock, $0.10 par value- Authorized--100,000 shares Issued and outstanding--100 shares - Paid-in capital 115,925 Accumulated deficit (77,224) Cumulative translation adjustment (174) -------- Total stockholder's equity 38,527 -------- Total liabilities and stockholder's equity $ 73,004 ======== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. 17 PIONEER FUNDS DISTRIBUTOR, INC. CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1997 (DOLLARS IN THOUSANDS) REVENUES AND OTHER INCOME (Note 2): Distribution fees $ 13,863 Commissions- Mutual funds 7,177 Variable annuities 1,939 Other income 2,098 -------- 25,077 -------- DISTRIBUTION AND ADMINISTRATIVE EXPENSES: Sales and marketing 17,454 Salaries and related benefits 8,795 Amortization of dealer advances 9,514 Other 10,016 -------- 45,779 -------- Loss before benefit for income taxes (20,702) -------- BENEFIT (PROVISION) FOR INCOME TAXES (Note 4): State 1,930 Federal 6,781 Foreign (150) -------- 8,561 -------- Net loss $(12,141) ======== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. 18 PIONEER FUNDS DISTRIBUTOR, INC. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY FOR THE YEAR ENDED DECEMBER 31, 1997 (DOLLARS IN THOUSANDS)
COMMON STOCK CUMULATIVE TOTAL NUMBER PAID-IN ACCUMULATED TRANSITION STOCKHOLDER'S OF SHARES AMOUNT CAPITAL DEFICIT ADJUSTMENT EQUITY DECEMBER 31, 1996 100 $ - $ 97,200 $ (65,083) $ - $32,117 Net loss - - - (12,141) - (12,141) Cumulative transla- tion adjustment - - - - (174) (174) Capital contribu- tions (Note 7) - - 18,725 - - 18,725 -------- -------- ------- ---------- -------- ------- DECEMBER 31, 1997 100 $ - $115,925 $ (77,224) $ (174) $38,527 ======== ====== ======== ========== ========= =======
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. 19 PIONEER FUNDS DISTRIBUTOR, INC. CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1997 (DOLLARS IN THOUSANDS) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(12,141) Adjustments to reconcile net loss to net cash used in operating activities- Depreciation and amortization 9,840 Unrealized gains on marketable securities, net (456) Restricted stock plan expense 242 Changes in operating assets and liabilities- Receivable from securities brokers and dealers for sale of mutual fund shares (2,742) Other receivables (1,145) Prepaid service fees (827) Other assets 500 Dealer advances (17,228) Payable to funds for shares sold 2,735 Accrued expenses and accounts payable 698 Distribution fees due to brokers and dealers 703 Accrued foreign income taxes 63 Deferred cost of restricted stock plan (362) Deferred income taxes, net 2,334 -------- Total adjustments (5,645) -------- Net cash used in operating activities (17,786) -------- CASH FLOWS FROM INVESTING ACTIVITIES: Additions to furniture, equipment and leasehold improvements (226) Investments in marketable securities (1,031) -------- Net cash used in investing activities (1,257) -------- CASH FLOWS FROM FINANCING ACTIVITIES: Capital contribution 18,725 Due to affiliates, net 693 -------- Net cash provided by financing activities 19,418 -------- EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (174) -------- NET INCREASE IN CASH AND TEMPORARY INVESTMENTS 201 CASH AND TEMPORARY INVESTMENTS, BEGINNING OF YEAR 4,217 -------- CASH AND TEMPORARY INVESTMENTS, END OF YEAR $ 4,418 ======== SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES: Conversion of amount due to parent company to additional paid in capital $ 18,725 ======== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. 20 PIONEER FUNDS DISTRIBUTOR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1997 (1) NATURE OF OPERATIONS AND ORGANIZATION NATURE OF OPERATIONS Pioneer Funds Distributor, Inc. (the Company) serves as the principal underwriter of shares of the Pioneer Family of Mutual Funds, utilizing a large network of independent broker-dealers. In addition, the Company serves as the exclusive distributor of the Pioneer Variable Contracts Trust. ORGANIZATION The Company is a wholly owned subsidiary of Pioneering Management Corporation (PMC). Pioneer Fonds Marketing GmbH (PFM) is a wholly owned subsidiary of the Company and performs marketing and distributor services in Germany. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles. Consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles require the use of management estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions between the Company and its subsidiary have been eliminated in consolidation. RECOGNITION OF REVENUE Commissions consist of underwriting commissions earned from the distribution of mutual fund shares and are recorded as income on the trade (execution) date. Variable annuity commissions are earned on the distribution of variable annuity contracts. Distribution fees are earned based on 0.75% of certain mutual fund net assets (see Note 9). In addition, a 0.25% basis point service fee is collected by the Company as reimbursement for service fees prepaid to brokers and dealers in the initial year that an account is established. In subsequent years, these fees are collected by the Company and remitted to third-party brokers and dealers as compensation pursuant to the underlying funds' distribution plans. Other income primarily consists of interest and dividend income and net realized and unrealized gains on investments in affiliated mutual funds. INVESTMENTS IN MARKETABLE SECURITIES Investments in marketable securities represent investments in mutual funds for which the Company acts as the distributor. VALUATION OF FINANCIAL INSTRUMENTS The Company considers the liquid nature and ready availability of market quotations when estimating the fair value of financial instruments. CONSOLIDATED STATEMENT OF CASH FLOWS Cash and temporary investments consist primarily of cash on deposit in banks and amounts invested in Pioneer Cash Reserves Fund and Pioneer DM Cash Fonds PLC. The Company's net benefit for state and federal income taxes of approximately $8,711,000 in 1997 is reflected as a reduction of amounts due to affiliates. FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS Depreciation and amortization are provided for financial reporting purposes on a straight-line basis over the following estimated useful lives: furniture and equipment--three to five years; and leasehold improvements--over the term of the lease, not exceeding ten years. In the event of retirement or other disposition of fixed assets, the cost of the assets and the related accumulated depreciation and amortization amounts are removed from the accounts, and any resulting gains or losses are reflected in earnings. FOREIGN CURRENCY TRANSLATION Net assets of the Company's operations outside of the United States are translated into U.S. dollars using current exchange rates with the effects of translation adjustments deferred and included as a separate component of stockholder's equity. Revenues and expenses are translated at the average rates of exchange during the period. (3) NET CAPITAL As a broker-dealer, the Company is subject to the Securities and Exchange Commission's regulations and operating guidelines, which require the Company to maintain a specified amount of net capital, as defined, and a ratio of aggregate indebtedness to net capital, as defined, not exceeding 15 to 1. Net capital and the related ratio of aggregate indebtedness to net capital may fluctuate on a daily basis. The Company's net capital, as computed under Rule 15c3-1, was $3,565,383 at December 31, 1997, which exceeded required net capital of $1,134,105 by $2,431,278. The ratio of aggregate indebtedness to net capital at December 31, 1997 was 4.77 to 1. The Company is exempt from the reserve requirements of Rule 15c3-3 since its broker-dealer transactions are limited to the purchase, sale and redemption of redeemable securities of registered investment companies. The Company promptly transmits all customer funds and delivers all securities received in connection with activities as a broker-dealer and does not otherwise hold funds or securities for, or owe money or securities to, customers. (4) INCOME TAXES The Pioneer Group, Inc. (PGI), the Parent Company of PMC, 21 PIONEER FUNDS DISTRIBUTOR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) files a consolidated federal income tax return with its direct and indirect subsidiaries, including the Company. Consolidated income tax benefits (provisions) are allocated among the companies based on the income taxes that would have been benefited (accrued) had separate returns been filed for each entity or when subsidiary losses are utilized in consolidation. The benefit for income taxes, as stated as a percentage of loss before income taxes, consists of the following: Federal statutory rate (35.0)% (Increases) decreases in tax rate resulting from- State income tax, new apportionment rate (4.1) State income tax, net of federal effect (3.4) Foreign income taxes 0.7 Other 0.4 ----- Effective tax rate (41.4)% ====== The increase in the Company's 1997 tax benefit was primarily due to the enactment of certain changes to the method of apportioning income or loss for purposes of calculating Massachusetts state income taxes. Statement of Financial Accounting Standards (SFAS) No. 109, ACCOUNTING FOR INCOME TAXES, requires restating deferred tax liabilities and assets to reflect the lower rate. Accordingly, in 1997, the Company recorded an additional tax benefit of approximately $840,000. Absent the required adjustment, the effective income tax rate for 1997 would have been approximately 37.3%. The components of deferred income taxes recognized in the accompanying consolidated statement of financial condition are comprised of deferred tax assets of approximately $435,000 and deferred tax liabilities of approximately $16,636,000. The approximate income tax effect of each type of temporary difference is as follows: Dealer advances $(16,347,272) Other (net) 146,272 ------------ Total deferred income taxes $(16,201,000) ============ (5) STOCK PLANS PGI has a Stock Incentive Plan (the 1997 Plan) to provide incentives to certain employees who have contributed and are expected to contribute materially to the success of PGI and its subsidiaries. An aggregate total of 1,500,000 shares of PGI common stock may be awarded to participants under the 1997 Plan. Under the 1997 Plan, PGI may grant restricted stock awards, stock options and other stock-based awards. The 1997 Plan expires in February 2007. The 1997 Plan is administered by the compensation committee of PGI's Board of Directors (the Committee). PGI's 1995 Restricted Stock Plan (the 1995 Plan) and 1988 Stock Option Plan (the 1988 Option Plan) were terminated on May 20, 1997 upon approval of the 1997 Plan by PGI's stockholders. PGI's 1990 Restricted Stock Plan (the 1990 Plan) expired in January 1995. Total shares awarded, net of forfeitures, under the 1990 Plan were 715,404. Total shares awarded, net of forfeitures, under PGI's 1995 Plan and 1997 Plan were 206,621 and 27,875, respectively. In 1997, certain employees of the Company were awarded 17,355 shares of PGI common stock under the 1995 Plan, with a fair market value on the award date of approximately $408,000. Total shares awarded to certain employees of the Company, net of forfeitures, under the 1995 Plan and 1990 Plan were 26,975 and 120,363, respectively, at December 31, 1997. Under the 1995 Plan, the participant's right to resell the awarded stock is restricted to 100% of the shares awarded during the first two years following the award, 60% during the third year and 20% less each year thereafter. PGI may repurchase unvested restricted shares at $.10 per share upon termination of the participant's employment. Awards under the restricted stock plans are compensatory, and accordingly, the difference between the award price and market price of the shares under the plans on the award date, less the applicable tax benefit, is being amortized on a straight-line basis over a five-year period. The Company expensed $242,000 in connection with these plans, which is included in salaries and benefits in the accompanying consolidated statement of operations. Under the 1997 Plan, PGI may grant to key employees, consultants and advisors, options to purchase PGI's common stock. Both incentive stock options intended to qualify under Section 422A of the Internal Revenue Code of 1986 (incentive stock options) and nonstatutory options not intended to qualify for incentive stock option treatment (nonstatutory options) may be granted under the 1997 Plan. Unless the 1997 Plan is earlier terminated, no option may be granted after February 3, 2007. The option price per share is determined by the Committee, but (i) in the case of incentive stock options, may not be less than 100% of the fair market value of such shares on the date of option grant, and (ii) in the case of nonstatutory options, may not be less than 90% of the fair market value on the date of option grant. Options issuable under the 1997 Plan become exercisable, as determined by the Committee, not to exceed 10 years from the date of grant. Options granted to date vest over five years at an annual rate of 20% on each anniversary date of the date of grant. Prior to the adoption of the 1997 Plan, options were granted under the 1988 Option Plan. During 1997, 37,500 of incentive stock options were granted under the 1997 Plan at exercise prices ranging from $22.875 to $29.875. As of December 31, 1997, nonstatutory options to purchase 367,500 shares of PGI common stock at exercise prices ranging from $4.188 to $27.50, equal to fair market value at the dates of the grants, were granted to certain employees of the Company under the 1988 Option Plan. Of such options, 52,000 shares were exercised at prices ranging from $4.188 to $18.25, and 18,000 shares were forfeited as of December 31, 1997. On May 4, 1995, PGI adopted the 1995 Employee Stock Purchase Plan (the 1995 Purchase Plan), which qualifies as an "Employee Stock Purchase Plan" within the meaning of Section 423 of 22 PIONEER FUNDS DISTRIBUTOR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) the Internal Revenue Code of 1986. An aggregate total of 500,000 shares of common stock have been authorized for issuance under the 1995 Purchase Plan, to be implemented through one or more offerings, each approximately six months in length beginning on the first business day of each January and July. The price at which shares may be purchased during each offering will be the lower of (i) 85% of the closing price of the common stock as reported on the NASDAQ National Market (the closing price) on the date that the offering commences or (ii) 85% of the closing price of the common stock on the date the offering terminates. In 1997, employees of the Company purchased 7,491 shares under the 1995 Purchase Plan. The Company has determined based on the analysis and assumptions prepared by management that the disclosure requirements pursuant to SFAS No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION, are immaterial to these financial statements taken as a whole. (6) BENEFIT PLANS PGI and its subsidiaries have two defined contribution benefit plans for eligible employees: a retirement benefit plan and a savings and investment plan (collectively, the Plans) qualified under Section 401 of the Internal Revenue Code. PGI makes contributions to a trustee, on behalf of eligible employees, to fund both Plans. Both of the Plans cover all full-time employees who have met certain age and length-of-service requirements. Regarding the retirement benefit plan, the Company contributes an amount that would purchase a certain targeted monthly pension benefit at the participant's normal retirement date. In connection with the savings and investment plan, participants may voluntarily contribute up to 10% of their compensation, and the Company will match this contribution up to 2%. The Company's expenses under the Plans amounted to approximately $592,000 in 1997. (7) RELATED PARTY TRANSACTIONS Certain officers and/or directors of the Company are partners of Hale and Dorr LLP, the Company's legal counsel. Amounts paid by the Company for legal services of Hale and Dorr LLP amounted to approximately $33,000 in 1997. During 1997, the Company was charged by PGI and affiliates for office rental, equipment expense, salaries, dealer-related services and other operating expenses. These charges represent expenses directly attributable to the Company's operations or an allocation of its proportionate share of these expenses using formulas that management believes are reasonable. Included in the accompanying consolidated statement of operations is $3,999,000 related to these charges. During 1997, obligations in the amount of $18,725,000 owed by the Company to PMC were canceled. The forgiveness of debt was accounted for as a capital contribution in the accompanying consolidated financial statements. Included in other income is approximately $557,000, which the Company earned from an affiliate, Pioneer Management (Ireland) Limited, for underwriting fees on mutual funds. (8) COMMITMENTS AND CONTINGENCIES In 1992, PGI entered into a 10-year lease agreement. In 1994, PGI entered into a direct lease agreement for office space rental on an additional floor. Future minimum payments under these agreements, which are expected to be allocated to the Company, amount to $613,000 in 1998, $637,000 in 1999, $653,000 in 2000, $668,000 in 2001, $244,000 in 2002 and $206,000 thereafter. These future minimum rental payments include estimated annual operating expenses of approximately $280,000. (9) DEALER ADVANCES Certain of the Pioneer Family of Mutual Funds maintain a multi-class share structure whereby the participating funds offer both the traditional front-end load shares (Class A shares) and back-end load shares (Class B and Class C shares). Back-end load shares do not require the investor to pay any sales charge unless there is a redemption before the expiration of the minimum holding period, which ranges from three to six years in the case of Class B shares and one year in the case of Class C shares. However, the Company pays upfront sales commissions (dealer advances) to broker-dealers ranging from 2% to 4% of the sales transaction amount on Class B shares and 1% on Class C shares. The participating funds pay the Company distribution fees of 0.75% and service fees of 0.25% per annum of their net assets invested in Class B and Class C shares, subject to annual renewal by the participating fund's Board of Trustees. In addition, the Company is paid a contingent deferred sales charge (CDSC) on Class B and C shares redeemed within the minimum holding period. The CDSC is paid based on declining rates ranging from 2% to 4% on the purchases of Class B shares and 1% for Class C shares. The Company capitalizes and amortizes Class B share dealer advances for financial statement purposes over periods that range from three to six years depending on the participating fund. The Company capitalizes and amortizes Class C share dealer advances for financial statement purposes over a 12-month period. The Company deducts the dealer advances in full for tax purposes in the year such advances are paid. Distribution and service fees received by the Company from participating funds are recorded in income as earned. CDSC received by the Company from redeeming shareholders reduce unamortized dealer advances directly. 23 PIONEER FUNDS DISTRIBUTOR, INC. COMPUTATION OF NET CAPITAL UNDER RULE 15c3-1 OF THE SECURITIES EXCHANGE ACT OF 1934 SCHEDULE I DECEMBER 31, 1997 COMPUTATION OF NET CAPITAL: Consolidated stockholder's equity $38,527,466 Less--Retained earnings of subsidiary 325,073 ----------- Unconsolidated stockholder's equity 38,202,393 Deduct--Nonallowable assets before consolidation- Receivables and other assets* 46,186,938 Furniture, equipment and leasehold improvements 447,238 Investments in and receivables from affiliates* 3,282,263 Haircuts on securities and outstanding wire trades 1,067,843 Add--Deferred income taxes, associated with dealer advances 16,347,272 ----------- Net capital $ 3,565,383 =========== COMPUTATION OF AGGREGATE INDEBTEDNESS: Total liabilites net of deferred income taxes before consolidation* $17,011,572 ----------- Aggregate indebtedness $17,011,572 =========== COMPUTATION OF BASIC NET CAPITAL REQUIREMENT: Minimum net capital required 6-2/3% of aggregate indebtedness $ 1,134,105 Net capital in excess of requirement 2,431,278 ----------- Net capital $ 3,565,383 =========== RATIO OF AGGREGATE INDEBTEDNESS TO NET CAPITAL 4.77 to 1 =========== RECONCILIATION WITH COMPANY'S COMPUTATION (INCLUDED IN PART IIA OF FORM X-17A-5 AS OF DECEMBER 31, 1997) NET CAPITAL, AS REPORTED IN COMPANY'S PART IIA (UNAUDITED) FOCUS REPORT $ 3,537,659 NET INCREASE IN PREPAID SERVICE FEES--NONALLOWABLE ASSET (308,000) NET INCREASE RESULTING FROM DEFERRED TAX ADJUSTMENTS 335,724 ----------- Net capital, as adjusted $ 3,565,383 =========== * THE COMPUTATION OF NET CAPITAL AND AGGREGATE INDEBTEDNESS REQUIRES CERTAIN RECLASSIFICATIONS FROM THE COMPANY'S CONSOLIDATED STATEMENT OF FINANCIAL CONDITION. 24 PIONEER FUNDS DISTRIBUTOR, INC. COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS FOR BROKER-DEALERS UNDER RULE 15c3-3 OF THE SECURITIES EXCHANGE ACT OF 1934 SCHEDULE II Pioneer Funds Distributor, Inc. is exempt from the reserve requirements of Rule 15c3-3, as its transactions are limited to the purchase, sale and redemption of redeemable securities of registered investment companies. The Company promptly transmits all customer funds and delivers all securities received in connection with activities as a broker-dealer, and does not otherwise hold funds or securities for, or owe money or securities to, customers; accordingly, the computation for determination of reserve requirements pursuant to Rule 15c3-3 and information relating to the possession or control requirements pursuant to Rule 15c3-3 are not applicable. In the opinion of management, the Company has complied with the exemptive provisions of Rule 15c3-3 throughout the year ended December 31, 1997. 25 Pioneer Independence Plans 60 STATE STREET BOSTON, MASSACHUSETTS 02109 INDEPENDENT PUBLIC ACCOUNTANTS SPONSOR AND PRINCIPAL UNDERWRITER ARTHUR ANDERSEN LLP PIONEER FUNDS DISTRIBUTOR, INC. LEGAL COUNSEL PLAN ACCOUNT CUSTODIAN HALE AND DORR LLP STATE STREET BANK AND TRUST COMPANY 225 FRANKLIN STREET BOSTON, MASSACHUSETTS 02110 The prospectus for the Fund contained in Pre-Effective Amendment No. 1 to its registration statement on Form N-1A, filed with the Securities and Exchange Commission on March 12, 1998 (Accession No. 0001051010 - 98 - 000004), is incorporated herein. UNDERTAKING TO FILE REPORTS Subject to the terms and conditions of Section 15(d) of the Securities Exchange Act of 1934, as amended, the undersigned registrant undertakes to file with the Securities and Exchange Commission such supplementary and periodic information, documents and reports as may be prescribed by any rule or regulation of the Commission heretofore or hereafter duly adopted pursuant to authority conferred in that section. CONTENTS OF REGISTRATION STATEMENT This registration statement comprises the following papers and documents: The facing sheet Reconciliation and tie of information in Prospectus with items of Form N-8B-2 The Prospectus consisting of 26 pages The prospectus for Pioneer Independence Fund (underlying security) The undertaking to file reports Signatures Written consents of the following person: Arthur Andersen LLP (see Exhibit 1(B)) The following exhibits: EXHIBIT NO. DESCRIPTION 1. (A)(1) Custodian Agreement between Pioneer Funds Distributor, Inc. and State Street Bank and Trust Company (depositor and custodian, respectively)* 1. (A)(2) Not applicable 1. (A)(3)(a) Not applicable 1. (A)(3)(b) Form of Sales Agreement between Pioneer Funds Distributor, Inc. and other broker-dealers* 1. (A)(3)(c) Schedules of sales commissions* 1. (A)(4) Not applicable 1. (A)(5) Not applicable 1. (A)(6) Certificate of incorporation and by-laws of Pioneer Funds Distributor, Inc.** 1. (A)(7) Not applicable 1. (A)(8) Form of Underwriting Agreement between Pioneer Funds Distributor, Inc. and Pioneer Independence Fund** 1. (A)(9) Not applicable EXHIBIT NO. DESCRIPTION 1. (A)(10) Forms of investment application* 1. (B) Written consents of Arthur Andersen LLP* 2. Opinion of counsel as to the legality of the securities being registered* 3. (1)(b) Not applicable 3. (1)(c) Not applicable 4. Not applicable 5. Financial Data Schedule* ___________________________ *Filed herewith. **Previously filed. Incorporated herein by reference from the exhibits filed with Registrant's initial Registration Statement (File No. 333-42113) as filed with the Securities and Exchange Commission on December 12, 1997 (Accession No. 0001016964-97- 000166). SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the sponsor of the registrant has caused this registration statement to be signed on behalf of the registrant thereto duly authorized in the City of Boston and the Commonwealth of Massachusetts on the 12th day of March, 1998. PIONEER INDEPENDENCE PLANS (Name of Registrant) By: PIONEER FUNDS DISTRIBUTOR, INC. By: /s/ John F. Cogan, Jr. John F. Cogan, Jr. Chairman Pursuant to the requirements of the Securities Act of 1933, the registrant's sponsor has duly caused this registration statement to be signed on the registrant's behalf by following persons in the capacities indicated on March 12, 1998: Signature Title /s/ John F. Cogan, Jr. Chairman (Chief Executive ) John F. Cogan, Jr. Officer) and Director, Pioneer ) Funds Distributor, Inc. ) ) ) /s/ Robert L. Butler Director, Pioneer Funds ) Robert L. Butler Distributor, Inc. ) ) ) /s/ David D. Tripple Director, Pioneer Funds ) David D. Tripple Distributor, Inc. ) ) ) /s/ William H. Keough Treasurer (Principal Financial ) William H. Keough and Accounting Officer), ) Pioneer Funds Distributor, Inc. ) EX-99.A1 2 CUSTODIAN AGREEMENT BETWEEN PFD/SSB&T CUSTODIAN AGREEMENT BETWEEN PIONEER FUNDS DISTRIBUTOR, INC. AND STATE STREET BANK AND TRUST COMPANY TABLE OF CONTENTS PAGE I. PIONEER INDEPENDENCE PLANS AND CUSTODIANSHIP..............................2 A. PIONEER INDEPENDENCE PLANS.......................................2 1. NATURE OF PIONEER INDEPENDENCE PLANS..................2 2. CHANGES IN PIONEER INDEPENDENCE PLANS.................2 B. CUSTODIAN......................................................3 1. QUALIFICATION.........................................3 2. CUSTODIANSHIP.........................................5 3. TERMINATION OF CUSTODIANSHIP..........................6 C. SPONSOR........................................................6 1. TERMINATION OF OBLIGATIONS............................6 II. CUSTODIAN'S FUNCTIONS...................................................9 A. PROCESSING OF PLAN INVESTMENTS.................................9 1. ISSUANCE OF NEW PLANS.................................9 2. APPLICATION OF INVESTMENTS UNDER ISSUED AND OUTSTANDING PLANS....................................10 3. ADDITIONAL NOTICES...................................12 4. REINVESTMENT OF DIVIDENDS............................13 5. ACCELERATION OF INVESTMENTS..........................14 6. EXTENDED INVESTMENT OPTION...........................15 7. CHANGES IN FACE AMOUNT...............................15 8. RIGHTS OF ACCUMULATION...............................17 9. PLAN REINSTATEMENT PRIVILEGE........................18 10. TAX-QUALIFIED RETIREMENT ACCOUNTS....................18 11. RECORDKEEPING........................................18 B. PROCESSING OF REFUNDS, SURRENDERS, WITHDRAWALS, LIQUIDATIONS, TRANSFERS, ASSIGNMENTS, TERMINATIONS AND COMPLETIONS...............................................19 1. GENERAL..............................................19 2. REFUND...............................................20 3. EIGHTEEN MONTH SURRENDER.............................20 4. PARTIAL WITHDRAWAL AND LIQUIDATION...................22 5. SYSTEMATIC WITHDRAWAL PROGRAM........................23 i 6. TRANSFER OR ASSIGNMENT...............................24 7. TERMINATION OF PLANS.................................24 8. COMPLETION...........................................26 C. PURCHASE, SALE, MAINTENANCE, VOTING AND SUBSTITUTION OF FUND SHARES................................................28 1. PURCHASE AND SALE OF FUND SHARES.....................28 2. MAINTENANCE..........................................31 3. STATEMENTS...........................................32 4. VOTING OF FUND SHARES................................33 5. SUBSTITUTION.........................................33 6. FURNISHING OF INFORMATION............................34 D. DUTIES........................................................34 1. DUTIES...............................................34 E. FEES AND CHARGES..............................................36 1. REMUNERATION.........................................36 2. PAYMENTS TO SPONSOR..................................37 III. SPONSOR'S FUNCTION....................................................37 A. ADMINISTRATION OF PIONEER INDEPENDENCE PLANS..................37 1. GENERAL..............................................37 2. OPERATIONS...........................................37 3. INITIAL INVESTMENT...................................43 4. CREATION AND SALES CHARGES...........................38 5. PLANS IN DEFAULT....................................39 6. PLAN CANCELLATIONS..................................39 B. FURNISHING OF DOCUMENTS, FORMS AND INFORMATION................39 C. SUBSTITUTION OF THE UNDERLYING INVESTMENT.....................41 1. PROCEDURE............................................41 IV. FUNCTIONS OF SPONSOR AND CUSTODIAN.....................................43 A. PLANHOLDER INQUIRIES..........................................43 V. MISCELLANEOUS...........................................................44 A. ASSIGNMENT....................................................44 B. INDEMNIFICATION BY THE SPONSOR................................44 C. INDEMNIFICATION BY THE CUSTODIAN..............................44 D. COUNTERPARTS..................................................45 E. INSPECTION....................................................46 F. SCHEDULES.....................................................46 ii G. AMENDMENT.....................................................46 H. CONSTRUCTION..................................................46 iii CUSTODIAN AGREEMENT AGREEMENT made this 17th day of February, 1998, between Pioneer Funds Distributor, Inc., a Massachusetts corporation with its office at 60 State Street, Boston, Massachusetts (hereinafter called the "Sponsor") and State Street Bank and Trust Company, a Massachusetts trust company having an office at 225 Franklin Street, Boston Massachusetts (hereinafter called the "Custodian"). WITNESSETH: WHEREAS, the Sponsor is registered as a broker-dealer with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (hereinafter, the "1934 Act"), is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD") and was formed to sell investment company products to other registered broker-dealers; and WHEREAS, Pioneer Independence Plans is a unit investment trust registered under the Investment Company Act of 1940, as amended (the "1940 Act"), providing for the accumulation of shares of Pioneer Independence Fund (the "Fund"); and WHEREAS, the Fund is a Delaware business trust registered as an open-end management investment company under the 1940 Act; and 1 WHEREAS, the Sponsor desires to obtain the services of the Custodian in connection with the administration of Pioneer Independence Plans providing for investment in shares of the Fund or shares of other open-end management investment companies as herein provided; NOW, THEREFORE, in consideration of their mutual covenants herein set forth, the parties hereto agree as follows: I. PIONEER INDEPENDENCE PLANS AND CUSTODIANSHIP A. PIONEER INDEPENDENCE PLANS. 1. NATURE OF PIONEER INDEPENDENCE PLANS. The Sponsor intends to offer Pioneer Independence Plans for the accumulation of shares of the Fund (all such shares being hereinafter called the "Fund Shares"), or any other shares substituted therefor, under the terms of Pioneer Independence Plans. Holders of each Pioneer Independence Plan (a "Plan") issued under Pioneer Independence Plans are hereinafter called "Planholders." Issuance and transfer of the Plans will be by book entry only. 2. CHANGES IN PIONEER INDEPENDENCE PLANS. Each Plan shall be governed by the terms and conditions set forth in the prospectus for such Plan in effect at the time such Plan was issued (the "Prospectus"). Pioneer Independence Plans are subject to such changes in form and content as the Sponsor may effect from time to time. No changes in the terms and conditions of any previously issued and outstanding Plan which will adversely affect any material right of a Planholder thereof may be made without notice to, and consent of, the Planholder. Any such 2 changes in Pioneer Independence Plans affecting the implementation of the provisions of this Agreement shall be acknowledged by the Sponsor and the Custodian. The Sponsor or Custodian may substitute other shares for Fund Shares on the conditions provided in Sections II(C)(5) and III(C) below. B. CUSTODIAN. 1. QUALIFICATION. a. The Custodian and any successor Custodian shall be a bank or trust company, as defined under the 1940 Act, having at all times an aggregate capital, surplus and undivided profits in excess of $2,000,000. The Custodian covenants that it has now, and agrees that so long as it acts as Custodian under any Plan it shall continue to have, such qualifications. b. All monies received by the Custodian under or pursuant to any provision of this Agreement or any Plan or other instrument referred to herein shall be held by the Custodian as a deposit for the purposes for which they were paid or are held, and the Custodian shall not be under any liability for interest on any such monies, except such as it may agree to pay thereon. c. The Custodian shall be obligated to perform such duties and only such duties as are specifically set forth in this Agreement and the Prospectus, and no implied obligations shall be read into this Agreement or the Prospectus against the Custodian, and 3 in the absence of bad faith on its part, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the representations made therein, upon any instruments, certificates, opinions or other writings furnished to the Custodian and conforming to the requirements hereof. The Custodian shall not be responsible in any manner whatsoever for the correctness of the covenants of the Custodian herein, or recitals in the Prospectus made solely by the Sponsor. The Custodian makes no representations as to the Prospectus or the securities issued in connection therewith, or the validity thereof, and the Custodian shall incur no liability or responsibility with respect to any such matters. The Custodian shall not be responsible for any actions or inactions of, and may rely on information, records, documents or services (including functions performed by the Sponsor under Section II. (D)(1)(h) of this Agreement) that have been taken or have failed to be taken, prepared, maintained or performed by, the Sponsor or any other person authorized by the Sponsor on behalf of the Custodian, the Sponsor or Pioneer Independence Plans. d. The Custodian may, at the same time it acts hereunder, act in any one or more of the following capacities: as registrar, transfer agent and custodian for the issuer of Fund Shares, as agent for the parties or for the Planholders or the Sponsor, or the issuer of Fund Shares, and in other capacities customary for banks on behalf of these persons and of others dealing with them. e. The Custodian may consult with legal counsel to be selected with reasonable care by the Custodian (who may be counsel to the Sponsor) and the Custodian shall not be liable for any action taken, omitted or suffered by it in good faith in accordance 4 with the advice of such counsel. Whenever in the performance of its duties hereunder the Custodian shall deem it necessary or desirable, a matter may be proved or established by a certificate signed by any two officers of the Sponsor and delivered to the Custodian, and such certificate shall be fully warranted to the Custodian for any action taken, suffered or omitted by or in reliance thereon. The Custodian may, in the absence of bad faith on its part, rely and shall be protected in acting upon any request , letter or transmittal , certificate, opinion of counsel, statement, instrument, report, notice, consent, order, Plan or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. The Custodian shall be liable for its willful misconduct or negligence. 2. CUSTODIANSHIP. The Custodian accepts the custodianship hereunder with respect to Plans issued after the date of this Agreement and shall continue custodianship on the terms and conditions set forth in this Agreement and in the Prospectus applicable to such Plans, provided that the Custodian may require the Sponsor to furnish the following items to the Custodian as a condition to accepting custodianship with respect to a Plan: a. Evidence satisfactory to the Custodian that the Sponsor has taken all necessary action to satisfy the requirements of the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act in connection with the offer and issuance of the Plans; that the Sponsor is registered as a broker-dealer under the 1934 Act and is a member in good standing of the NASD; that the Fund Shares are the subject of a currently effective 5 registration statement under the 1933 Act; and that the Sponsor has complied with all other federal and state regulatory requirements respecting the offer and issuance of the Plans. b. Such additional documents, certificates and opinions as the Custodian may reasonably require. 3. TERMINATION OF CUSTODIANSHIP. a. Replacement of Custodian by Sponsor; Assumption of Administrative Functions by Sponsor (Existing Plans and/or New Plans). The Sponsor shall have the right, upon at least 90 days' written notice to the Custodian, to substitute, as custodian, both under Pioneer Independence Plans issued and still in force and/or under any Pioneer Independence Plans issued thereafter, whether such Pioneer Independence Plans are otherwise identical with that issued under this Agreement or not, any other bank or trust company having the qualifications prescribed in Section I(B)(1)(a) above. The Sponsor shall further have the right, by giving written notice to the Custodian 90 days prior to the event, to assume such administrative functions with respect to Pioneer Independence Plans as may be mutually agreed by the Sponsor and the Custodian. Upon such termination, the Sponsor shall bear the cost of all reasonable out - of - pocket expenses associated with the movement of materials and records. Additionally, the Custodian reserves the right to charge for any other reasonable expenses associated with 6 such termination, provided that the Custodian advises the Sponsor of such additional charges in advance. b. RESIGNATION BY CUSTODIAN (EXISTING PLANS AND/OR NEW PLANS). The Custodian shall have the right to resign as custodian under any existing Plan at any time but only if either: (a) the securities and other property in which the funds of the Planholders are invested have been completely liquidated and the proceeds of such liquidation have been distributed to the Planholders; or (b) a successor custodian, meeting with the approval of the Sponsor and having the qualifications prescribed in Section I(B)(1)(a) above, has been designated by the resigning Custodian or the Sponsor and the successor custodian has accepted such custodianship. Notwithstanding the above, the Custodian shall have the right, upon at least 90 days' written notice to the Sponsor, to terminate its obligation to accept any new Pioneer Independence Plans for custodianship hereunder. In addition, the obligation of the Custodian to accept any new Pioneer Independence Plans for custodianship hereunder shall terminate if the Sponsor: (1) fails to maintain an effective registration statement under the 1933 Act covering the issuance of Pioneer Independence Plans; (2) fails to cause the requirements of the 1940 Act to remain satisfied in connection with the issuance of Pioneer Independence Plans; (3) has its membership in the NASD or its registration as a broker-dealer under the 1934 Act canceled, revoked or suspended for more than 120 days for any cause involving failure on 7 the part of an executive officer or director of the Sponsor to follow ethical standards or serious neglect of his or her duty to require representatives to follow such standards; or (4) defaults in the performance of any other duty, covenant or agreement contained in this Agreement and such default shall remain unremedied for 30 days after written notice thereof shall have been given to the Sponsor by the Custodian (except with respect to item (3), for which such remedy period shall be 120 days). c. RECORDS. In connection with any termination of custodianship, the Custodian shall furnish such records and other information as the Sponsor and any successor custodian reasonably believe to be necessary or appropriate to effect the termination. C. SPONSOR. 1. TERMINATION OF OBLIGATIONS. The Sponsor may terminate its obligations under the Plans under certain circumstances including, but not limited to, circumstances where: the underlying fund (or any successor) ceases operations or is subject to a merger or acquisition; or the shareholders of the underlying fund have approved the cessation of operations or merger or acquisition; or the obligations of the Sponsor as described in the Prospectus and this Agreement will be assumed by another entity that the Sponsor believes at the time of 8 assignment is capable of fulfilling its obligations as described in the Prospectus and under this Agreement. II. CUSTODIAN'S FUNCTIONS A. PROCESSING OF PLANHOLDER INVESTMENTS. 1. ISSUANCE OF NEW PLANS. Upon receipt by the Custodian or its agent of: (1) an application for a Plan (a "Plan Application") in a form designated by the Sponsor, and (2) a check or other order for the payment of money representing the initial investment under a Plan by the Planholder thereof, the Custodian shall: a. Establish a Plan account ("Plan Account") for such Planholder that reflects the face amount of the new Plan; b. Forward for collection such check or other order for the payment of money as hereinafter provided in Section (II)(A)(2)(a); and c. Forward to the Planholder by first - class mail, the Custodian's letter of transmittal and notice conforming to the requirements of Section 27(f) of the 1940 Act, Rule 27f-1 thereunder (or any successor rule) and as described in the Prospectus, such other explanatory information or communication to the Planholders as may be furnished by the Sponsor, and forward to the Planholder or, if requested by the Sponsor, to the Sponsor for forwarding to the Planholder, by first-class mail any notice of the right of refund or 9 surrender, as provided in Sections II(B)(2), (3) and (4) below. Such forms of notice shall be approved in writing by the Sponsor. 2. APPLICATION OF INVESTMENTS UNDER ISSUED AND OUTSTANDING PLANS. Upon receipt by the Custodian or its agent of any Plan investment that is made in accordance with the applicable Prospectus, including any investment being made pursuant to an extended investment option, the Custodian shall: a. Forward for collection any check or other order for the payment of money representing such investment. In the event that any check or other order for the payment of money received by the Custodian from a Planholder is returned unpaid for any reason, the Sponsor agrees that the amount thereof shall be forthwith charged by the Custodian to the Plan Account of the Planholder with the Custodian. The Custodian shall forthwith place a stop order against the Fund Shares purchased with the amount so charged and held in the Plan Account of the Planholder, and such Fund Shares shall thereafter be held by the Custodian for the account of the Sponsor and subject to its instructions including, but not limited to, any instructions by the Sponsor to redeem the Fund Shares purchased with such check or other order for payment of money. The Custodian shall notify the Planholder of any such returned check and send a copy of such notice together with the returned check to the Sponsor (if the returned item is an order for payment of money, the Custodian shall send the notification of the unpaid order). The Custodian shall, in accordance with the terms of the Plan Prospectus, impose a fee for any such returned checks or orders or hold 10 redemption proceeds pending the receipt of payment with respect to the Fund Shares redeemed of any check (or order for the payment of money) from the payor bank thereon. b. Deduct from the payment the amount of any applicable original issue, stock transfer, sales or other taxes and apply such amounts to the purchase of the necessary tax stamps or to payments to the proper taxing authorities, as the case may be. c. Deduct therefrom the applicable fees of the Sponsor and the Custodian as set forth in Schedule A to this Agreement applicable to such Plan. Such deductions shall be credited to the Sponsor or the Custodian, as the case may be. d. Apply, within two business days unless impracticable, the balance of the investment to the purchase of Fund Shares, at net asset value next determined ( to be computed to two decimal places) after receipt of the investment in good order, and credit the Plan Account with the number of Fund Shares so purchased. e. Prepare and mail to the Planholder a receipt in a form to be approved by the Sponsor, and which complies as to form and delivery with the requirements of Rule 10b-10 of the 1934 Act (or any successor rule), and which receipt shall show the following: the Plan account number; the amount of the investment received; the date of receipt; the front - end sales load (the "Creation and Sales Charge") deducted, if applicable; the price paid per Fund Share; the number of full and fractional Fund Shares purchased after the deductions; the total number of Fund Shares then held by the Custodian for the Planholder; and the due date of the Planholder's next investment. The receipt of the purchase of Fund Shares shall 11 be mailed promptly by the Custodian to the Planholder, and to the Planholder's investment dealer. 3. ADDITIONAL NOTICES. a. REMINDER NOTICES. The Custodian shall mail to each Planholder who has not elected an automatic investment option prior to the Planholder's investment date a remittance form and, unless otherwise agreed to, a return envelope to be used with the Planholder's next investment. Such form of notice shall be approved in writing by the Sponsor. b. PAST DUE INVESTMENT NOTICES. On a periodic basis as agreed to from time to time by the Custodian and the Sponsor, the Custodian shall prepare and mail to the Planholder a notice of past due investment in accordance with the Prospectus and applicable law. Such form shall be approved in writing by the Sponsor. The Custodian shall provide to the selling broker-dealer, or in the absence of such, the Sponsor, a duplicate of each such notice sent to any Planholder. c. REFUND NOTICES. The Custodian shall also mail to each Planholder any notice(s) required by Section 27(e) of the 1940 Act and Rule 27e-1 thereunder (or any successor rule) and shall be in accordance with the terms and conditions of the Prospectus. Such form of notice shall be approved in writing by the Sponsor. 12 d. TERMINATION NOTICES. In the event that a Plan is being terminated by the Sponsor or the Custodian in accordance with the terms of the Prospectus and this Agreement, the Custodian shall also mail or deliver to the affected Planholder a notice of termination. The Custodian will provide the selling broker-dealer or, in the absence of such, the Sponsor with a duplicate of each such notice sent to any Planholder. Such form of notice shall be approved in writing by the Sponsor. e. OTHER NOTICES. The Custodian shall also mail or deliver to each Planholder any other notices required by any applicable federal or state law, rule or regulation, in such form and by such means as are required under such law, rule or regulation. The form of any such notice shall be approved in writing by the Sponsor. 4. REINVESTMENT OF DIVIDENDS. The Custodian shall reinvest all dividends and capital gain distributions received on the Fund Shares held by it as Custodian for each Planholder, after deduction therefrom the applicable fees set forth in the attached Schedule and/or specified in the Prospectus, and any applicable taxes required by law or elected by a Planholder to be withheld, in accordance with the terms of the Prospectus, in Fund Shares on the dividend payment date, at the net asset value, determined on that date, as provided in Section II(C)(1) below, unless the Planholder has instructed the Custodian, in writing, at least seven days prior to the record date, to pay the dividends or distributions in cash directly to the Planholder. 5. ADVANCE INVESTMENTS. A Planholder may complete his or her Plan ahead of schedule by making one or more Plan investments in advance of their due dates, but only 13 in accordance with the terms and conditions of the applicable Prospectus. Advance investments shall be first applied to satisfy the obligation of the Planholder to pay for his or her next succeeding Plan investment or investments. Thereafter, the Custodian shall, unless timely advised to the contrary by the Sponsor, invest the balance of any advance investment, after authorized deductions, in additional Fund Shares as of the close of business on the business day that such accelerated investment is received. The Custodian shall, if so instructed by the Sponsor, redeem all or a portion of the Fund Shares purchased with such advance investment and remit the proceeds of such redemption to the Planholder. There is no reduction in the Creation and Sales Charges for advance investments. Advance investments do not accelerate in any way the due dates of unpaid Plan investments; such unpaid investments will be considered to be due on that date on which they would have originally been required if all prior Plan investments (whether or not in fact made in advance) had been made when respectively due. Upon receipt by the Custodian of a permissible advance investment by any Planholder, the Custodian shall: a. Process the investment as provided in Section II (A) (2) above. b. Apply the balance of the investment to the next succeeding monthly Plan investment or investments in the order due under the Plan. 6. EXTENDED INVESTMENT OPTION. A Planholder who owns any completed Plan may make additional investments, without completing a new Plan Application, thereby activating the extended investment option, subject to deductions in accordance with the terms and conditions of the applicable Prospectus. The Planholder must make the 181st investment within the six-month 14 period, unless such limitation has been waived by the Sponsor, after the 180th investment date in order to activate the extended investment option; failure of a Planholder to make the 181st investment within such six-month period after being credited for any advance investments made under the option will result in the Planholder's forfeiture of his or her right to make additional investments under the extended investment option, and the Plan will be considered to have been completed. In addition, failure of a Planholder, during the extended investment option period, to make any investment during any six-month period (after any credit for any accelerated investment) may result in the Planholder's forfeiture of his or her right to make any investments under the extended investment option, and the Plan will be considered to have been completed. All Plans exercising the extended investment option shall terminate after the 300th investment made under the Plan. 7. CHANGES IN FACE AMOUNT. A Planholder may change the Plan face amount initially selected upon issuance of a Plan to a new Plan face amount offered by the Sponsor, but only in accordance with the terms and conditions of the applicable Prospectus. Plans are only available in face amounts offered by the Sponsor, as set forth in the Prospectus. If such a change in the Plan face amount is approved by the Sponsor, the Custodian shall make appropriate changes to the Planholder's Account. Changes in the face amount of a Plan shall be implemented by the Custodian only upon receipt of: a. written instructions from the Planholder, Sponsor or selling broker-dealer, as applicable, as to the increase or decrease in Plan face amount, which instructions shall 15 set forth the Plan Account number and registration, the face amount of the new Plan, the amount of each monthly investment under the new Plan, the number of Plan investments which are to be credited to the new Plan, and the amount, if any, of the adjustment in Creation and Sales Charges resulting from the change in Plan face amount, which adjustment shall be effected at the time of the issuance of the new Plan, and such other information as may be reasonably requested by the Custodian. Such adjustment shall be in accordance with the terms of the applicable Prospectus and shall be effective concurrently with the change in Plan face amount, I.E., at the time the Plan is adjusted to reflect the new face amount; b. in the case of an increase in a Plan face amount, payment by check or other order for the payment of money in the amount of the first Plan investment to be made under the increased face amount for the Plan, as specified in the applicable Prospectus, unless such investment is reduced or waived by the Sponsor; c. if the total investments made on the original Plan are not an integral multiple of the monthly Plan investments required on the amended Plan, a check or other order for the payment of money in the sum that is required by the Sponsor to enable the remaining monthly investments (after giving credit for investments already made) to equal the face amount of the amended Plan. 8. RIGHTS OF ACCUMULATION. A Planholder may accumulate Plans for reduced Creation and Sales Charges, but only in accordance with the terms and conditions of the applicable 16 Prospectus. The face amounts of two or more Plans purchased at one time by "any person," as defined in the applicable Prospectus may be combined to take advantage of the lower Creation and Sales Charges available on larger purchases. In addition, a Planholder purchasing any new Plan or increasing the face amount of any existing Plan(s) may qualify for a reduced Creation and Sales Charge on the new Plan by combining the face amount of the new Plan with the face amounts of existing Plans on which Plan investments due are current and/or with the current value of assets held in accounts in other Pioneer mutual funds for which Pioneering Management Corporation or one of its affiliates serves as investment adviser. To qualify for the reduced Creation and Sales Charges, all of the Plan Applications for the new Plans involved must be submitted to the Sponsor at the same time together with a request in writing that the face amounts of such Plans and/or asset values of such Pioneer mutual fund accounts be cumulated for the purpose of determining the applicable Creation and Sales Charge for the new Plan. If such a reduction in the Creation and Sales charge is approved by the Sponsor, the Custodian shall make appropriate changes to the Planholder's Account. In the event investments in one or more of such Plans are discontinued, the remaining Creation and Sales Charge will be changed to reflect the charges applicable to the Plan that is still in effect. The face amounts of any Plans which have been completed (and not liquidated) or on which investments are current may be aggregated with the face amount of a Plan being purchased by "any person" to ascertain the Creation and Sales Charge applicable to the Plan being purchased. To qualify for a reduced 17 Creation and Sales Charge, the Sponsor must be notified by the dealer or the Planholder at the time of placing the order that the Planholder qualifies for the reduced Creation and Sales Charge. If such a reduction in the Creation and Sales Charge is approved by the Sponsor, the Custodian shall make appropriate changes to the Planholder's Account. 9. PLAN REINSTATEMENT PRIVILEGE. A Planholder who has terminated his or her Plan may exercise a Plan reinstatement or replacement provision, which provides for reinvestment of a specified amount in the Plan, but only in accordance with the terms and conditions of the applicable Prospectus. If the Plan reinstatement privilege is exercised, neither the total number of monthly Plan investments to be made nor the unpaid balance of monthly Plan investments due under the Plan will be affected. Any such reinstatement or replacement order received by the Custodian or its agent shall be processed by the Custodian and credited for the Plan Account of such Planholder in accordance with the terms and conditions of the applicable Prospectus, this Agreement and the 1940 Act. 10. TAX-QUALIFIED RETIREMENT ACCOUNTS. A Plan may be used by qualified individuals who wish to establish Plan Accounts for tax-qualified retirement plans or by an individual who wishes to register a Plan as an Individual Retirement Account (an "IRA"). 11. RECORDKEEPING. The Custodian will prepare and maintain complete up-to-date records of the performance of its duties hereunder, on magnetic media or otherwise, including records showing a separate Plan Account for each Planholder, and the name and address of the Planholder; the number, date and amount of each investment made by the Planholder; the date and amount of all dividends and distributions received by the Custodian on Fund Shares held for the account of the Planholder; 18 any amounts withheld from withdrawals under a Plan in accordance with the Internal Revenue Code of 1986, as amended, and any regulations thereunder (or successor regulations); and all deductions made and the number of Fund Shares acquired and held by the Custodian for the account of the Planholder. These records shall be maintained and preserved in accordance with applicable requirements of Section 31 of the 1940 Act and rules thereunder (or any successor rule), and in accordance with state securities laws ("Blue Sky laws") applicable to records kept with regard to the Plans. Such records shall be made available to the Sponsor for inspection or audit via magnetic media or at the office of the Custodian at all reasonable times. B. PROCESSING OF REFUNDS, SURRENDERS, WITHDRAWALS, LIQUIDATIONS, TRANSFERS, ASSIGNMENTS, TERMINATIONS AND COMPLETIONS. 1. GENERAL. The Custodian shall liquidate Fund Shares in a Planholder's Plan Account, as provided in Section II(C)(1) below, and pay the proceeds, plus additional amounts, if any, to the Planholder within the time set forth in the applicable Prospectus. The Sponsor shall not suspend redemption or postpone payment of redemption proceeds more than seven days after such date of receipt, except during any period when: (a) the New York Stock Exchange, Inc. (the "Exchange") is closed, other than for customary weekends and holidays; (b) trading on the Exchange is restricted; (c) an emergency exists as a result of which disposal by the Fund of securities owned by it is not reasonably practicable or it is not reasonably practicable for the Fund to fairly determine the value of the net assets of its portfolio; or (d) the Securities and Exchange Commission, by order, so permits. 19 2. REFUND. A Planholder has the right for 45 days to surrender his or her Plan in accordance with Section 27 of the 1940 Act and the terms and conditions of the applicable Prospectus. Upon surrender the Custodian will accept the return of the Plan and the Planholder will receive a refund of all charges deducted from his or her Plan investments and the net asset value of the Fund Shares held in his or her Plan Account at the time. The 45-day period shall run from the date on which the Planholder is mailed a notice (described in Section II(A)(1)(c) above) of his or her refund rights, a statement of charges to be deducted from projected investments, and a form for exercising the refund right, which information shall be mailed by the Custodian within 60 days after the issuance of the Plan, to the date of receipt of the Plan by the Sponsor. The Custodian shall inform the selling broker-dealer or, in the absence of such, the Sponsor in the event such refund procedures are initiated with respect to any Plan Account. 3. EIGHTEEN MONTH SURRENDER. A Planholder has the privilege for 18 months to surrender his or her Plan, but only in accordance with Section 27 of the 1940 Act and the terms and conditions of the applicable Prospectus. Upon surrender, the Planholder will receive a payment in an amount that is the sum of: (1) the net asset value of the Fund Shares held in his or her Plan Account at the time; and (2) a refund of the amount by which the Creation and Sales Charges deducted from Plan investments exceed 15% of the Plan investments made up to the date of the surrender of the Plan. In the event the Plan is surrendered, the Custodian shall liquidate Fund Shares and pay the proceeds to the Planholder who has exercised the foregoing privilege. Any excess Creation and Sales Charge amount due the Planholder shall be paid to the Custodian by the Sponsor for refund to the Planholder. The Planholder shall not be entitled to be refunded 20 any Custodian fees previously paid. The 18-month period shall run from the date on which the Plan is issued. The Planholder must request a refund in writing. The request must be signed by the Planholder and be addressed to the Custodian. A cancellation request involving a Plan Account with a current asset value of $100,000 or more (or any other amount specified in the applicable Plan Prospectus) will require a signature guarantee for all Planholders by an acceptable guarantor as described in the Prospectus or as shall otherwise be approved by the Custodian and Sponsor (hereinafter referred to as an "Approved Guarantor"). The Custodian will send to the Planholder a notice (described in Section II(A)(1)(c) above) within 30 days following the expiration of 15 months after the date of the issuance of a Plan if the Planholder has missed three Plan investments or more. The Custodian will also send to the Planholder a notice prior to the expiration of the 18-month period described above if the Planholder has missed one Plan investment or more after the expiration of the 15-month period but prior to the expiration of the 18-month period. (If the Custodian has already sent a notice at 15 months, a second notice will not be required even if additional investments are missed.) These notices will inform the Planholder of the Planholder's rights of cancellation as set forth above, of the value of the Plan at the time the notice is sent and of the amount to which the Planholder is entitled. The Custodian shall inform the selling broker-dealer or, in the absence of such, the Sponsor, in the event such refund procedures are initiated with respect to any Plan Account. 4. PARTIAL WITHDRAWAL AND LIQUIDATION. A Planholder may make a partial cash withdrawal from his or her Plan Account, but only in accordance with the terms and conditions of the applicable Prospectus. The holder of a Plan which has been established for at least 45 days 21 may withdraw or liquidate part of the Fund Shares held in his or her Plan Account without terminating the Plan, subject to the following: a. The Planholder making a partial withdrawal of his or her Fund Shares may direct the Custodian to transfer the Fund Shares held in the Plan Account registered in his or her name to an identically registered Pioneer Independence Fund account. Following a partial withdrawal, the Planholder may, at any time prior to the termination of the Plan under which his or her Plan Account was established, redeposit the same number of Fund Shares. b. A Planholder may also partially liquidate by directing the Custodian, as Planholder's agent, to sell or redeem part of the Fund Shares held in his or her Plan Account and to forward the net proceeds to the Planholder. Following a partial liquidation, the Planholder may, at any time prior to the termination of the Plan under which his or her Plan Account was established, redeposit an amount equal to the net proceeds withdrawn and have the Custodian purchase Fund Shares at net asset value for his or her Plan Account as provided in Section II(C)(1) below. Cash must be redeposited for cash received on liquidation. Any such request for a withdrawal received by the Custodian or its agent shall be processed by the Custodian, and proceeds shall be payable by the Custodian to such Planholder, in accordance with the terms and conditions of the applicable Prospectus and the 1940 Act. Following a partial cash withdrawal, a Planholder is permitted to exercise a 22 restoration or replacement privilege with respect to such withdrawal if and to the extent such restoration or replacement is provided for in the applicable Prospectus. Upon receipt by the Custodian or its agent of any investment identified by the Planholder as being a replacement or restoration of a partial withdrawal for the account of a Planholder and that is made in accordance with the applicable Prospectus, the Custodian will process and credit such payment to the Plan Account in accordance with this Agreement, the applicable Prospectus, and the 1940 Act. 5. SYSTEMATIC WITHDRAWAL PROGRAM. A Planholder may elect to establish a systematic withdrawal program, after the Planholder has completed all regularly scheduled Plan investments or from an incomplete Plan if the withdrawals are to be taken from a Plan that is part of an IRA and the Planholder has reached age 59 1/2, but only in accordance with the terms and conditions of the applicable Prospectus. Under a systematic withdrawal program, the Planholder can elect to receive monthly or quarterly payments in any amount of $50 or more. To provide funds for payments to be made under a systematic withdrawal program, the Custodian, as agent for the Planholder, will redeem Fund Shares held in the Planholder's Plan Account at the net asset value in effect at the time of each such redemption. All systematic withdrawal program transactions will be made as of the end of the day specified for the withdrawal by the Planholder (or, if such day is not a business day, the first business day after that date). The Planholder may change the amount of payments under a systematic withdrawal program or discontinue the program at any time. 23 While a systematic withdrawal program is in effect, the Planholder may not elect to receive dividends and distributions on Fund Shares held in his or her Plan Account in cash. 6. TRANSFER OR ASSIGNMENT. A Planholder may make a transfer or assignment of his or her right, title, and interest in the entire Plan, but only in accordance with the terms and conditions of the applicable Prospectus. Any such request for a transfer or assignment received by the Custodian or its agent shall be recorded by the Custodian in accordance with the terms and conditions of the applicable Prospectus until the assignee shall have notified the Custodian that the transfer or assignment has terminated. The terms of any such transfer or assignment shall be subject to the applicable Prospectus. During the term of the transfer or assignment, such Planholder shall retain those rights specified in the applicable Prospectus. 7. TERMINATION OF PLANS. Plans may be terminated only in accordance with the terms and conditions of the applicable Prospectus. Plans may be terminated under the following circumstances: a. TERMINATION BY PLANHOLDER. A Planholder may at any time terminate his or her Plan by surrendering the Plan to the Custodian, but only in accordance with the terms and conditions of the applicable Prospectus. b. TERMINATION BY SPONSOR OR CUSTODIAN. Neither the Sponsor nor the Custodian may terminate a Plan until such time as is specified in the applicable Prospectus, unless and to the extent that conditions specified in the Prospectus applicable to such Plan and permitting such termination have been satisfied. If a Plan is in a state of default 24 or delinquency, as defined in the applicable Prospectus, either the Sponsor or the Custodian may terminate such Plan in the manner provided in such Prospectus. c. TERMINATION UNDER OTHER CIRCUMSTANCES. Pioneer Independence Plans shall be terminated if Fund Shares cannot be purchased for more than 120 days, and neither the Sponsor nor the Custodian substitutes another investment medium as provided in Sections II(C)(5) and III(C), below. If a Planholder fails to consent to a substitution by the Custodian pursuant to Section II(C)(5)(b), below, the Custodian may consider the Plan terminated. d. PLAN TERMINATION PROCEDURES. In connection with the termination of any Plan in accordance with the provisions of the applicable Prospectus and this Agreement, the Custodian will furnish the Planholder and the Sponsor with a notice of termination showing all changes in such Planholder's Plan Account since the date of the last previous statement issued by the Custodian, and the Planholder shall thereafter have no further claim against the Custodian, except as may be set forth in such statement, and shall not be entitled to any further accounting. In the event of termination of a Plan, liquidation of the Plan Account and final payment to the Planholder shall be effected by the Custodian in accordance with the applicable Prospectus. 8. COMPLETION. The options described below are available for the disposition of the Fund Shares from a completed Plan. If the disposition of Fund Shares is such that all of the Fund 25 Shares held in a Plan are transferred or liquidated, the Planholder shall be deemed to have no further rights under the Plan, except in accordance with the terms of the applicable Prospectus. a. The Planholder may elect to have the Custodian hold the Fund Shares for 15 years from the date of issuance of the Plan, plus an additional 10 years, and neither the Custodian nor the Sponsor may terminate the custodianship except in accordance with the terms of the applicable Prospectus; b. The Planholder may elect to have the Fund Shares held in his or her Plan Account transferred to a Pioneer Independence Fund account registered in the Planholder's name, at which time the Planholder will be deemed to have no further rights under the Plan except as described in the applicable Prospectus; c. The Planholder may elect to have the Fund Shares in his or her Plan Account redeemed and the cash proceeds paid to the Planholder directly; or d. The Planholder may elect to have the Fund Shares in his or her Plan Account redeemed in accordance with the systematic withdrawal program established in connection with the Plan on a monthly or quarterly basis in amounts of $50 or more and have the cash proceeds paid to the Planholder directly. The Custodian and the Sponsor agree that no Plan may be terminated by the Sponsor or the Custodian for a period of 15 years from the date of issue so long as the Planholder continues to make investments in accordance with the terms of the applicable Prospectus. After expiration of 26 15 years from the date of issue of the Plan, or after the 300th investment if the Planholder has exercised the option to extend the custodianship, the Custodian shall include with the next to last confirmation statement a notice to the Planholder advising the Planholder to exercise the privilege of complete withdrawal within 60 days. In the event of the Planholder's failure to exercise the privilege of complete withdrawal, the Custodian in its discretion may, as agent for the Planholder, (a) surrender for liquidation all Fund Shares in the Planholder's Plan Account or (b) redeem sufficient Fund Shares to pay all authorized deductions. The remaining Fund Shares and/or cash (after payment of all authorized deductions), will be held by the Custodian for delivery to the Planholder. Upon surrender of the Plan to the Custodian, the Custodian will deliver to the Planholder a confirmation statement for his or her full Fund Shares after transferring such Fund Shares to a Pioneer Independence Fund account registered in the name of the Planholder and any balance of cash, or if all Fund Shares have been sold, the net redemption proceeds less any additional authorized deductions. No interest shall be payable upon any funds held by the Custodian pending the surrender of the Plan. If the Planholder fails to surrender the Plan for a period of 60 days after the sending of the termination notice, the Custodian in its discretion, acting as agent for the Planholder, may mail to the Planholder a check for all cash standing to the Planholder's credit and surrender for liquidation such Fund Shares, if any, held in the Planholder's Plan Account, and the Planholder will be deemed to have no further rights under the Plan. 27 In the event a check and/or a confirmation statement for Fund Shares cannot be delivered to the Planholder as described above, the Custodian shall hold the cash or the Fund Shares in trust subject only to the escheatment laws. C. PURCHASE, SALE, MAINTENANCE, VOTING AND SUBSTITUTION OF FUND SHARES. 1. PURCHASE AND SALE OF FUND SHARES. a. Purchases and sales of Fund Shares by the Custodian pursuant to this Agreement shall be made in accordance with applicable law, the Prospectus, the Fund's Prospectus and the Sponsor's Distribution Agreement with the Fund. b. All purchases of Fund Shares by the Custodian pursuant to the provisions of this Agreement shall be made from the Fund, or its issuing agent (or any underwriter of Fund Shares with which the Sponsor may contract for such purpose) at the net asset value of the Fund next determined after the time of purchase as calculated by Pioneering Management Corporation (or any successor thereto) in accordance with the terms of the Fund's then current Prospectus. The Custodian shall be entitled to presume conclusively that the price so set with respect to any Fund Shares purchased by the Custodian is said net asset value. c. Funds received by the Custodian to be applied to the purchase of Fund Shares at the net asset value per share determined as described in Section II(C)(1)(a) shall, unless 28 impracticable, be applied to such purchase within two business days after the receipt by the Custodian of said investments payments, dividends or distributions. d. All sales of Fund Shares by the Custodian, as agent, pursuant to the provisions of this Agreement, shall be made by deposit of the Fund Shares with the Fund or its duly authorized agent together with a request that the Fund Shares be repurchased at the net asset value of the Fund next determined after receipt of a proper redemption request as calculated by Pioneering Management Corporation (or any successor thereto) in accordance with the terms of the Fund's then current Prospectus, so long as the privilege of redemption at net asset value is available to holders of Fund Shares as set forth in the Fund's then current Prospectus. Whenever, pursuant to the provisions of this Agreement, Fund Shares are to be sold or redeemed, the Custodian shall first withdraw the Fund Shares from the custodianship hereunder and, as agent for the Planholder, shall sell or redeem said Fund Shares by depositing them for repurchase as set forth above. Anything herein to the contrary notwithstanding, (i) the Custodian, as agent for the Planholders, is authorized to offset sales and purchases for all of the Planholders on a business day and, accordingly, to place with the Fund or its agent a net purchase order for the excess of purchases over sales, or a net sale order for the excess of sales over purchases; and (ii) any such sales of Fund Shares in connection with a Plan termination, a withdrawal of Fund Shares by a Planholder, or an exercise of an exchange privilege by a Planholder, shall be effected by the Custodian in accordance with the terms and conditions of the applicable Prospectus. 29 e. Issuance and transfer of Fund Shares will be by book entry only. f. The Fund shall make the net asset value per share for Fund Shares available to the Custodian as soon as reasonably practicable after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available by 7 p.m. Boston time each Business Day. For the purposes of this section of the Agreement, "Business Day" shall mean any day on which the Exchange is open for regular trading and on which the Fund calculates its net asset value pursuant to the rules of the Securities and Exchange Commission. g. The Fund shall furnish notice as soon as reasonably practicable (by wire or telephone, followed by written confirmation) to the Custodian of any income, dividends, or capital gain distributions payable on Fund Shares. Consistent with the foregoing, the Custodian shall enter a gross purchase and sale order for full and fractional Fund Shares (in two decimal places) at the net asset value next determined for all Planholder requests to invest in, transfer or redeem Fund Shares under Pioneer Independence Plans which, pursuant to the terms and conditions of the Prospectus, the Custodian received in good order prior to the close of trading on the Exchange, normally 4 p.m. Boston time. Such orders shall be forwarded to the Fund by 11 a.m. Boston time on the next following Business Day (such orders will be deemed to have been received by the Fund as of the close of trading on the Exchange on the day of receipt by the Custodian of the Planholders' requests). The Custodian shall pay for Fund Shares on the same Business Day an order to purchase Fund Shares is 30 transmitted to the Fund. Payment shall be in federal funds transmitted by wire to the Fund to be received by 11:00 a.m. Boston time of the Business Day the Fund is notified of the purchase order for Fund Shares. If payment in federal funds for any purpose is not received or is received by the Fund after 11:00 a.m. Boston time on such Business Day, the Custodian shall promptly, upon the Fund's request, reimburse the Fund for any charges, costs, fees, interest or other expenses incurred by the Fund in connection with any advances to, or borrowings or overdrafts by, the Fund, or any similar expenses incurred by the Fund, as a result of portfolio transactions effected by the Fund based on such purchase request. For purposes of this section, upon receipt by the Fund of the federal funds so wired, such funds cease to be the responsibility of the Custodian and shall become the responsibility of the Fund. 2. MAINTENANCE. The Custodian shall have possession of and shall segregate and hold in trust, or shall hold in book share form, where applicable, all securities and other properties in which the funds of the Planholders are invested on behalf of the Planholders, all monies held for such Plan investments, any redemption to the Planholders or other special funds for payments to the Planholders, and all income and distributions upon, accretions to and proceeds of such securities and funds, subject only to the deductions specified in this Agreement or in the Prospectus, until distribution thereof to the Planholders in accordance with the terms and conditions of the applicable Prospectus. The Custodian also will effect partial or complete liquidation of Plans in connection with withdrawals or terminations. The Custodian is authorized to commingle payments and dividends for all Fund Shares held by it hereunder and to direct all Fund Shares to be registered in its name or the names of its nominees. Nothing herein shall be 31 construed to allow the Custodian to commingle the Fund Shares, funds, or securities with those of any plans other than the Pioneer Independence Plans specifically covered herein. The Custodian shall maintain a separate record for each Plan established by a Planholder, showing the number of Fund Shares (to two decimal places) and the amount of cash, if any, to the credit of each Plan Account. Such records shall be maintained separate and apart from the Custodian's corporate records. All monies deposited with or received by the Custodian hereunder shall be held by it without interest as part of the custodianship until required to be disbursed in accordance with the provisions of this Agreement or of Pioneer Independence Plans. 3. STATEMENTS. The Custodian shall render statements to the Sponsor at such time and in such form as may be agreed upon by the parties hereto showing, for each Plan Account in which transactions were effected during the specified period, the Plan number, the amount and date of the Plan investment(s) received, the number of such investment(s), the deductions made, the balance applied to the purchase of Fund Shares for each Plan Account and the number of Fund Shares purchased. 4. VOTING OF FUND SHARES. The Custodian will provide notice to Planholders of all Pioneer Independence Fund shareholder meetings, together with proxy statements. The Custodian shall vote Fund Shares held under any Plan in accordance with the Planholder's instructions contained in a voting instruction card provided with the proxy statement or in accordance with the terms of the applicable Prospectus. 32 5. SUBSTITUTION. a. BY SPONSOR. The Sponsor may effect substitution of Fund Shares as provided in Section III(C), below. b. BY CUSTODIAN. If Fund Shares cannot be purchased by the Custodian for more than 120 days, and the Sponsor fails to substitute shares, the Custodian may select another investment medium which it deems to be comparable to the Fund Shares and, to the extent required, subject to prior approval of the Securities and Exchange Commission to the extent required by the 1940 Act. The Custodian shall notify each Planholder in writing that the substitution will be made if the Planholder, within 30 days, gives written consent to the Custodian and agrees to bear his or her reasonable pro-rata share of the Custodian's related expenses, including tax liability sustained by the Custodian. The Planholder's failure to give such written consent within the 30 day period shall give the Custodian authority to terminate the Plan Account. If the Fund Shares are not available for purchase for a period of 120 days or longer, and neither the Sponsor nor the Custodian substitutes other shares, the Custodian shall have the authority, without further action on its part, to terminate the Plan. c. NOTICE. The Custodian or the Sponsor shall, within five days after any substitution, deliver or mail to each Planholder a notice of substitution, including an 33 identification of the Fund Shares eliminated and the securities substituted, and a specification of the Fund Shares of such Planholders affected by the substitution. 6. FURNISHING OF INFORMATION. The Custodian shall furnish such records and other information regarding Pioneer Independence Plans and the custodianship as the Sponsor may reasonably believe necessary or appropriate for the administration of the Plans, as provided in Section III below. D. DUTIES. 1. DUTIES. The Custodian shall: a. Mail to each Planholder a confirmation of Fund Shares purchased, stating the purchase price per Fund Share, number of Fund Shares purchased after applicable deductions, and the total number of Fund Shares held for the Planholder's Plan Account; b. Mail to each Planholder a notice of the next investment due; c. Upon the instruction of the Sponsor or the Fund, mail to each Planholder such prospectuses, periodic financial reports, dividend statements, tax notices and notices of meetings and other proxy soliciting materials as are required by law or regulation; the cost of such mailings shall be reimbursed to the Custodian by the Sponsor or the Fund; d. Cause periodic audits of the books of the Custodian relating to the custodianship of Pioneer Independence Plans to be made at least annually by independent 34 certified public accountants selected by the Sponsor and reasonably satisfactory to the Custodian, and more frequently, if required by law or regulation; e. Prepare and file such reports and returns as are required by law or regulation to permit the custodianship to continue in operation; f. Answer all inquires from Planholders concerning their Plans; g. Furnish to the Internal Revenue Service and to each Planholder all required returns relating to dividends or other distributions to such Planholder's Plan Account(s) for federal income tax reporting purposes; and h. Any and all duties of the Custodian enumerated in the foregoing provisions of Section II for which the Custodian assumes primary responsibility may be delegated by the Custodian to the Sponsor. Upon the written request of the Sponsor, the Custodian will delegate any of its functions described in this Section II or in Section III below, provided that such delegation is consistent with Sections 26 and 27 of the 1940 Act. In addition, the Custodian may delegate its duties under this Agreement to its affiliate, Boston Financial Data Services, Inc. ("BFDS"), a transfer agent registered under Section 17A(c)(2) of the 1933 Act, provided that such delegation is not inconsistent with Sections 26 or 27 of the 1940 Act. No other delegation of the Custodian's duties may be made without the written agreement of the Sponsor. In the event the Custodian delegates one or more of its duties hereunder with the consent of the Sponsor or to BFDS, the Custodian shall remain 35 responsible for all acts and omissions relative to the performance of such duties as if any related acts and/or omissions are its own. E. FEES AND CHARGES. 1. REMUNERATION. As remuneration for the services to be performed by the Custodian under this Agreement, the Custodian shall receive the fees, charges, and reimbursements for expenses as listed in the attached Schedule A to this Agreement and the applicable Prospectus which charges shall be deducted from Plan investments or Planholders' Plan Accounts, as specified in the applicable Prospectus, unless the Custodian is otherwise reimbursed by the Sponsor. In the event of a default by the Sponsor in the performance of any administrative service relating to the custodianship described in this Agreement, the Custodian will perform such service for a consideration payable by or from the account of the Planholders. Such consideration shall not be in excess of the amount provided for in this Agreement, including Schedules hereto. Any deductions under the terms of this provision shall be made in accordance with the terms of Section 26(a)(2) of the 1940 Act and any rules thereunder (or any successor rules). 2. PAYMENTS TO SPONSOR. No payment to the Sponsor, or to any affiliated person or agent of the Sponsor, shall be allowed the Custodian as an expense except for payment to the Sponsor of a delegated duty fee described in the attached Schedule A. 36 III. SPONSOR'S FUNCTION A. ADMINISTRATION OF PIONEER INDEPENDENCE PLANS. 1. GENERAL. The Sponsor agrees to perform the functions required of it by the terms of this Agreement and the applicable Prospectus. 2. OPERATIONS. The Sponsor will use its best efforts to distribute Pioneer Independence Plans by entering into sales agreements with other registered broker-dealers, maintain adequate office facilities and management staff and keep current records. 3. COMPLIANCE. The Sponsor assumes full responsibility for the preparation, contents and distribution of the Prospectus, for complying with all applicable requirements of the 1933 Act and of the 1940 Act and for the preparation and filing of such other reports or documents as are required by law or regulation, and covenants and agrees to take all action, and not to omit any action, necessary to carry out such responsibilities. The Custodian is not responsible for the preparation, contents and distribution of the Fund Prospectus, or for any related compliance. With respect to any duties for which the Custodian assumes primary responsibility but which it delegates to the Sponsor, the Sponsor covenants and agrees that the Sponsor will take or cause its affiliates to take all action, and not to omit any action, necessary to carry out such duties, and agrees to furnish to the Custodian, upon request, evidence thereof satisfactory to the Custodian and its counsel. The Sponsor will use its best efforts to make Fund Shares available for purchase to the Custodian at net asset value. 37 4. INITIAL PAYMENT. Upon the sale of each Plan, the Sponsor will require each selling broker-dealer, not later than the time for the first Plan investment for the purchase of Fund Shares, to forward to the Custodian: (i) the Plan Application and (ii) a check payable to the Custodian representing the initial Plan investment or copies of forms appropriate for the election of an automatic investment option authorizing the payment of money by wire, by Automatic Clearinghouse ("ACH"), by Electronic Funds Transfer ("EFT") or transfer or in some other form acceptable to the Custodian. 4. CREATION AND SALES CHARGES. The Sponsor receives a Creation and Sales Charge to compensate it for its services and costs in creating the Plans and arranging for their administration, for making the Fund Shares available to Planholders at net asset value and for selling expenses and commissions with respect to the Pioneer Independence Plans. This charge is deducted from the first 12 investments under a Plan as set forth in the applicable Prospectus. 5. PLANS IN DEFAULT. Upon receipt from the Custodian of a monthly statement of Planholders specifying those Plans in current default on Plan investments, the Sponsor will request that the selling broker-dealer endeavor promptly to have said Planholders remedy their defaults. 6. PLAN CANCELLATIONS. In the event that the Sponsor receives from the Custodian a notice of Plan cancellation by a Planholder, and such cancellation is subject under applicable law and the Prospectus to a refund of a portion of the Creation and Sales Charges previously imposed under the Plan, the Sponsor shall transmit funds to the order of the Custodian in an amount equal 38 to the refundable amount calculated in accordance with applicable law and the Prospectus. The Custodian shall then refund the appropriate amount to the Planholder. B. FURNISHING OF DOCUMENTS, FORMS AND INFORMATION. 1. The Sponsor shall furnish to the Custodian and file to the extent required by law on behalf of the Custodian: a. FINANCIAL STATEMENTS. As soon as available, a copy of each audit report and other financial statements relating to the custodianship of the Pioneer Independence Plans and sufficient reports and other documents required to be mailed to Planholders under Section II. b. TAX RETURNS. Not less than 20 calendar days prior to the due date thereof, all federal and state income tax returns, and all other tax returns, if any, required by law to be filed by the Custodian with respect to its custodianship hereunder, prepared in form for execution and filing, together with advice concerning the proper allocation of expenses and other items among the Planholders. Such tax returns shall be filed by the Sponsor on behalf of the Custodian. c. DISTRIBUTION AGREEMENT. Promptly after the execution thereof, a copy of any amendment to the Distribution Agreement between the Sponsor and the Fund and a copy of any new or additional agreement entered into in lieu thereof. 39 d. PIONEER INDEPENDENCE PLANS MATERIALS. Draft copies of all literature, prospectuses, printed matter and other material which contain any references to the Custodian, except material which is merely circulated among or sent to employees, stockholders or representatives of the employees, stockholders or representatives of the Sponsor and correspondence in the ordinary course of business which refers in accurate terms to the Custodian's functions with respect to Pioneer Independence Plans. The Sponsor agrees that none of the documents specified in this clause shall be reproduced in final form or distributed until a draft of such documents have been provided to the Custodian. In the event the Custodian has comments on such drafts, the Custodian shall comment in writing and transmit such comments to the Sponsor within 48 hours of receipt of the draft material. e. DISTRIBUTION REPORTS. Not later than the time specified by Treasury Regulations for advising Planholders of income and capital gains distributions of regulated investment companies and within such time requirements as may be specified by the Securities and Exchange Commission or other regulatory agency, printed forms for reporting distribution to Planholders for income tax purposes. C. SUBSTITUTION OF THE UNDERLYING INVESTMENT. 1. PROCEDURE. In the event that the Sponsor substitutes shares of another investment medium for Fund Shares in accordance with the procedures set forth in the applicable Prospectus and as required by law, all required notices shall be prepared by the Sponsor. In connection 40 with such substitution, the Custodian is authorized to charge against the Plan Account of a Planholder such Planholder's pro rata share of the expenses (including tax liability) incurred by the Custodian or the Sponsor, and to pay to the Custodian or to the Sponsor the amount of such charge attributable to expenses incurred by the Custodian or the Sponsor, respectively, in connection with the substitution. The Custodian and the Sponsor shall furnish one another, and make available to Planholders upon request, a detailed statement itemizing their respective expenses. The Sponsor may effect substitution of Fund Shares whenever it deems such substitution to be in the best interests of the Planholders, subject to the following: a. SECURITIES AND EXCHANGE COMMISSION. To the extent required, the Sponsor shall receive prior approval by the Securities and Exchange Commission for any substitution under the provisions of Section 26(b) of the 1940 Act. b. SHARES. The Sponsor may substitute for Fund Shares then held and yet to be purchased or both. Substituted shares must be generally comparable in character and quality to Fund Shares and must be registered under the 1933 Act. In the event of a substitution of Fund Shares, the terms "Fund" and "Fund Shares" as used herein shall be deemed to include the substituted open-end management company and the substituted shares of such open-end management company. c. CUSTODIAN. The Sponsor shall satisfy the Custodian that the substitute shares may be purchased and redeemed on generally favorable terms and arrange for the Custodian to acquire substitute shares having an aggregate value at least equal to that of the 41 Fund Shares replaced. In addition, the Sponsor shall provide the Custodian with a signed certificate stating that any appropriate notice of the proposed substitution has been given to each Planholder according to the terms of the Prospectus. d. PLANHOLDERS. The Sponsor shall notify each Planholder in writing that, unless the Planholder surrenders the Plan to the Custodian within 30 days of the date of mailing of such notice, the Planholder will be deemed to have authorized the substitution and agreed to bear his or her pro rata share of actual related expenses, if any. IV. FUNCTIONS OF SPONSOR AND CUSTODIAN A. PLANHOLDER INQUIRIES. The Sponsor and the Custodian will respond promptly to each Planholder inquiry received by the Sponsor and Custodian, respectively, to the extent that the Sponsor or Custodian, as applicable, can respond to such inquiry. In the event that any such inquiry cannot be responded to, the party receiving such inquiry will refer the inquiry to the other party to this Agreement. 42 V. MISCELLANEOUS A. ASSIGNMENT. This Agreement shall not be assigned by either of the parties hereto without the prior written consent of the other party. B. INDEMNIFICATION BY THE SPONSOR. The Sponsor, its successors and assigns, shall at all times fully indemnify and hold harmless the Custodian, its successors and assigns, from any and all liability, claims, demands, actions, suits, cost or expense of any nature as the same may arise or be made against or be incurred by the Custodian from the failure of the Sponsor to comply with any law, rule, regulation or order of the United States, any state or any other jurisdiction, governmental authority, body or board having jurisdiction, relating to the sale, registration or qualification of the Plans or any of them, or the securities sold in connection therewith. The Fund also agrees to indemnify the Custodian for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Custodian, arising out of or in connection with the acceptance hereof or the performance of its duties hereunder, as well as the costs and expenses of defending against any claim or liability in the premises, provided that no claim against the Custodian which might be subject to the foregoing indemnification provisions shall be confessed, settled or compromised by the Custodian without the Custodian first having given 15 days' 43 notice in writing to the Sponsor of the material facts, and provided further that the Sponsor shall have the right upon written demand delivered to the Custodian within 15 days following the date of such notice to contest or defend such claim in the name of the Custodian. C. COMMUNICATIONS. All communications provided for hereunder shall be in writing sent by first class mail or delivered to the respective parties as follows: PIONEER FUNDS DISTRIBUTOR, INC. Attention: Robert P. Nault, General Counsel 60 State Street Boston, MA 02109 STATE STREET BANK AND TRUST COMPANY Attention: President, Boston Financial Data Services, Inc. 225 Franklin Street Boston, MA 02110 provided that either party may, by written notice duly given in accordance herewith, specify a different address for the purpose hereof. E. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall be deemed one and the same instrument. 44 F. INSPECTION. An executed copy of this Agreement and all amendments thereto shall be kept on file by the Custodian and shall be open to inspection by any Planholder at any time during the business hours of the Custodian. G. SCHEDULES. All references herein to Schedules shall be deemed to refer to Schedule A attached to this Agreement which is hereby expressly made a part hereof. H. AMENDMENT. This Agreement, including but not limited to Schedule A hereto, may be amended from time to time as mutually agreed by the parties hereto in writing. Notwithstanding the foregoing, this Agreement shall not be amended in such a manner as to adversely affect the rights and privileges of any Planholder without first obtaining the Planholder's written consent. I. CONSTRUCTION. This Agreement shall be subject to and construed under the laws of the Commonwealth of Massachusetts. 45 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. PIONEER FUNDS DISTRIBUTOR, INC. By: /s/ Robert L. Butler [Robert L. Butler President] (Seal) Attest: - ---------------------------- STATE STREET BANK AND TRUST COMPANY By: /s/ Ronald E. Logue [Ronald E. Logue Executive Vice President] (Seal) Attest: g:/funds/custogr8.doc 46 SCHEDULE A FEES SCHEUDLE FOR STATE STREET BANK AND TRUST COMPANY FOR SERVICES AS PLAN CUSTODIAN (DATED FEBRUARY 5, 1998) The following fees and charges will be deducted from the Plans or from Planholder accounts and paid to the Custodian in accordance with the terms of the Prospectus. An asterisk (*) denotes fees that the Fund has voluntarily elected to pay to the Custodian on behalf of the Plans. GENERAL Fees are based on an annual per shareholder account charge for account maintenance plus transaction and out-of-pocket expenses. There is a minimum charge of $3,500 per month applicable to each fund in the complex. Fees are billable on a monthly basis at the rate of 1/12 of the annual fee. A charge is made for an account in the month that an account opens or closes. ANNUAL ACCOUNT SERVICE FEES Open Account 12.00/year * ACTIVITY BASED FEES New Account Kits $3.00/each * Telephone Calls $2.50/each * Correspondence $3.00/each * PLANHOLDER FEES IRA Annual Maintenance $10.00/year1 Bounced Checks $5.00/each Transcripts $5.00/each year researched Terminations of Incomplete Plans $2.50/each Inactive Accounts 2 $12.00/year 1 The Custodian will receive $6; The Pioneer Group, Inc. will receive $4. 2 A Plan that is not current and to which no investments have been made for a 12-month period. OUT OF POCKET EXPENSES Out-of-pocket expenses include, but are not limited to: confirmation statements, checks, postage, forms, telephone, microfilm, microfiche, year-end forms and expenses incurred at the specific direction of Pioneer Funds Distributor, Inc. EX-99.A3B 3 FORM OF SALES AGREEMENT BETWEEN PFD AND B-DS PIONEER FUNDS DISTRIBUTOR, INC. 60 State Street Boston, MA 02109 (617) 742-7825 SALES AGREEMENT FOR PIONEER INDEPENDENCE PLANS Gentlemen: Pioneer Funds Distributor, Inc. ( "PFD" ), acts as sponsor and principal underwriter, as defined in the Investment Company Act of 1940 (the "1940 Act"), for Pioneer Independence Plans ("Plan" or "Plans") for the accumulation of shares of Pioneer Independence Fund (the "Fund"). The Plans and the Fund are registered investment companies under the 1940 Act. As principal underwriter for the Fund, PFD offers to sell Fund shares through the Plans subject to the conditions set forth in this Agreement and subsequent amendments hereto. 1. Fund shares purchased through PFD for sale to the public through the Plans shall be offered and sold at the price and on the terms and conditions set forth in the currently effective prospectuses for the Fund and the Plans, as amended or supplemented from time to time (the "Prospectus" or "Prospectuses"). In the sale of Fund shares to the public through the Plans, you shall act as dealer for your own account or as agent for your customer and in no transaction shall you have any authority to act or hold yourself out as agent for PFD, the Fund, the Fund's Custodian, the Plan Custodian, the Fund's transfer agent or any other party, and nothing in this Agreement, including the use of the word "commissions," shall constitute you a partner, employee or agent of PFD or give you any authority to act for PFD. Neither PFD nor the Fund shall be liable for any or your acts or obligations as a broker-dealer under this Agreement. 2. Fund shares purchased through PFD for sale to the public shall be purchased only to cover orders previously received by you from your customers who are establishing or have established Plan accounts. If you purchase Fund shares from your customers, you agree to pay such customers not less than the redemption price in effect on the date of purchase, as defined in the applicable Fund prospectus. Fund shares may not be purchased for your own account but may be purchased by an employer-sponsored retirement plan established for the benefit of your employees or affiliates. Fund shares shall not be reoffered or sold except to the Fund or PFD. PFD agrees to purchase Fund shares only for investment or to cover orders received. 3. Only unconditional orders for a designated number of Fund shares or dollar amount of investment shall be accepted. Procedures relating to handling orders shall be conveyed to you from time to time. All such orders are subject to acceptance or rejection by PFD in its sole discretion. 4. In order to assure PFD that you will have sufficient assets to make any required repayments of commissions required under paragraphs 6, 9, 10 and 11 below, PFD shall initially establish on its books an account in your name to which shall be credited 10% of the commissions due and payable to you. PFD shall retain such portion of those commissions as a reserve from which any claims for refund with respect to Plans sold by you can be paid in the event you fail to honor any PFD request for such repayment. PFD shall have the right in its sole discretion to reduce or waive such reserve requirements on the basis of your refund experience, level of business or any other circumstances that PFD deems relevant. 5. All applications for the Plans shall be made on application forms approved or provided by PFD, and all initial investments collected shall be remitted in full, without deduction of any commission by you, together with such application forms, signed by each applicant ("Planholder"), to the Plan Custodian, State Street Bank and Trust Company, by addressing all such correspondence to Boston Financial Data Services, P.O. Box 8330, Boston, Massachusetts 02266-8300. Checks or other orders for payment of investments shall be drawn to the order of State Street Bank and Trust Company. A separate check or other payment mode shall accompany the application form submitted for each Plan. After the initial investment has been made and the Plan has been issued, the Planholder shall make all investments payable to State Street Bank and Trust Company and send all future investments to the address stated above, or such other addressee as PFD shall identify to you in writing. Promptly upon receipt of payment, Fund shares sold by you under a Plan shall be deposited by the Custodian to a Plan account on the books of the Plans registered in accordance with your instructions. Certificates will not be issued for the Plans or for Fund shares. 6. PFD reserves the right in its sole discretion to reject any Plan application and return any investment made in connection therewith. PFD also reserves the right in its sole discretion to give any Planholder the privilege of canceling a Plan in accordance with any rights described in the Plans" Prospectus effective at the time of purchase of the Plan. PFD further reserves the right to refund all or part of any investment or investments made by any Planholder in the event that it, in its sole discretion, believes that the solicitation and/or sale associated therewith was effected in violation of any applicable state or federal law or rule or regulation of the NASD. In the event of any such refund or refunds, you shall not be entitled to any commissions thereon, and, if such commissions have been paid, you shall promptly refund same to PFD or PFD may, at its option, charge the same against future commissions. To this end, you hereby grant PFD a lien on any such commissions. 7. On all approved sales of Plans made by you and acceptance of such Plan(s) by the applicant, you shall earn a commission in accordance with Appendix A which is attached hereto and made a part of this Agreement. As nearly as practicable, commissions will be paid monthly as the Creation and Sales Charges (as defined in the Plans' Prospectus) applicable to the Plans are received by PFD from the Custodian. Commissions will be paid only with respect to Plan investments actually received; no commissions will be paid with respect to Plan investments scheduled but not made. Your rights to all commissions on Plan investments made under Plans sold during the term of this agreement shall survive the termination of this agreement, provided you are in compliance with paragraph 16 below. Commission checks for less than $1 will not be issued. PFD may, from time to time, offer additional commissions or bonuses on sales of Fund shares through the Plans made by you or your representatives without otherwise revising this Agreement. Any such additional commissions or bonuses shall take effect in accordance with the terms and conditions contained in a written notification to you. 8. Anything herein to the contrary notwithstanding, Appendix A is subject to change by PFD at any time and from time to time, but no such changes shall affect amounts payable to you as commissions on Plans accepted by PFD prior to any such changes. Any such changes shall be communicated by PFD to you in writing prior to becoming effective. 9. A notice of cancellation right will be mailed to each Planholder within sixty (60) days after his first investment under a Plan. In the event a Planholder exercises his right under Section 27 of the 1940 Act to surrender his Plan within forty-five (45) days after receiving such notice and to receive the value of the Fund shares held under his Plan plus a refund of all Creation and Sales Charges paid under the Plan, you shall promptly refund to PFD any commissions previously paid to you with respect to such Plan. PFD may, however, at its option, charge such amount against future commissions receivable by you. To this end, you hereby grant PFD a lien on any such commissions. 10. In the event a Planholder exercises his right under Section 27 of the 1940 Act to surrender his Plan within the first eighteen (18) months following its issuance and to receive the value of the Fund shares held in his Plan account plus amount equal to that part of the excess paid with respect to that Plan for Creation and Sales Charges which exceeds 15% of the gross payments made, you shall promptly refund to PFD a portion of the commission previously paid to you with respect to such Plan as the amount refunded to the Planholder bears to the total Creation and Sales Charge paid by him with respect to such Plan. PFD may however, at its option, charge such amount against future commissions receivable by you. To this end, you hereby grant PFD a lien on any such commissions. 11. In the event a Planholder exercises his privilege under the Prospectus to reduce the face amount of his Plan and to receive a refund of all excess Creation and Sales Charges paid under the Plan or if a refund of excess Creation and Sales Charges is due a Planholder by operation of Rights of Accumulation, you shall promptly refund to PFD any commissions previously paid to you with respect to such Plan. PFD may, however, at its option, charge such amount against future commissions receivable by you. To this end, you hereby grant PFD a lien on any such commissions. 12. You will accept Plan applications only from persons who have received a copy of the Prospectuses, as issued under the Securities Act of 1933, and who, to the best of your knowledge and belief, can and will complete all payments specified in the application. If a Planholder becomes delinquent in his payments, it shall be your responsibility to contact the Planholder for the purpose of reinstating the payment schedule. 13. Plans shall be offered and sold in such face amounts calling for such periodic payments as PFD shall from time to time determine and set forth in the Plan Prospectus. PFD reserves the right, in its sole discretion, to suspend, alter, or modify in any way the sale of any of the Plans or to withdraw the offering of the Plans entirely; provided, however, that in the event any such suspension, restriction, alteration, or modification results from other than a state or federal regulatory or statutory requirement, no such change shall be effected prior to your having been notified of such change by PFD thirty (30) days prior thereto. 14. No person is authorized or permitted to give any information or make any representations concerning the Plans or the Fund other than those which are contained in the Prospectuses and in such other printed information (including the Statement of Additional Information) as may be subsequently issued by PFD as information supplemental to the Prospectuses or approved by PFD in writing for use in connection therewith. You will not use the words "Pioneer Independence Plans," Pioneer Independence Fund," "Pioneer Funds Distributor, Inc." or any derivatives of such words, whether in writing, by radio or television, or any other media, without PFD's prior written approval. In purchasing Plans or Fund shares from PFD, you shall rely solely on the representations contained in the Plans' Prospectus and the Fund's Prospectus and Statement of Additional Information. 15. Copies of the Prospectuses, any printed information issued as supplemental to the Prospectuses and Plan application forms will be supplied by PFD in reasonable quantities upon request. All other expenses incurred by you in connection with activities under this Agreement shall be borne by you. 16. You represent that you are and will remain a member in good standing of the NASD and agree to abide by all of its rules and regulations, including its Conduct Rules. Reference specifically made to Rule 2830 of the Conduct Rules which is incorporated herein as if set forth in full. You further agree to comply with all applicable state and federal laws and with the rules and regulations of authorized regulatory agencies thereunder having jurisdiction. You will not offer the Plans for sale unless it is duly registered under applicable state and federal statues and the rules and regulations thereunder. 17. Commissions on the first twelve (12) investments will be paid to you so long as this Agreement remains in full force and effect or so long thereafter as you continue membership in the NASD. If you should voluntarily terminate your membership in the NASD, PFD reserves the right to assign Plan accounts as to which you are the dealer of record and the right to receive commissions with respect to such Plan accounts to one of its other active dealers. Nevertheless, PFD, in its sole discretion, may pay commissions to you on Plan investments made with respect to such Plan accounts subsequent to such voluntary termination by you. Notwithstanding the above, in the event your membership in the NASD is discontinued or suspended because of disciplinary proceedings by the NASD, the SEC, or other regulatory bodies, no commissions will be paid on any investment received during the period of a suspension or after the effective date of an expulsion or revocation of a membership; provided, however, that in the event your NASD membership is thereafter reinstated in good standing, or if such disciplinary action by another regulatory body is thereafter terminated by same, payment of such commissions to you shall then resume, if such payment resumption is allowable under applicable law, rules or organizations. 18. You agree to cooperate as requested with programs that the Fund, PFD or their affiliates provide to enhance services provided to Planholders (shareholders who own Fund shares directly or indirectly through the Plans) and to take an active role in providing such Planholder services, including but not limited to providing certain information and assistance with respect to Planholder accounts, responding to Planholder inquiries or advising us of such inquiries where appropriate. You agree to assign an active registered representative to each Planholder account on your and our records and to reassign accounts when registered representatives leave your firm. You also agree to instruct your representatives to maintain regular contact with Planholders whose Plan accounts are assigned to them. With respect to Planholder accounts which are held in nominee or "street" name, you agree to provide such documentation and verification that active representatives are assigned to all such Planholder accounts as PFD may require from time to time. 19. Subject to the terms and conditions set forth in the Fund's prospectus, SAI and Plan of Distribution under Rule 12b-1 of the 1940 Act, and further subject to your maintaining satisfactory service to Planholders under paragraph 18 above (as determined in PFD's sole discretion), you will be entitled to an annual service fee of up to 0.25% of assets of your clients' in accounts of the Plans and the Fund, provided such assets have been in such accounts for a minimum of one year. Service fees will not be paid on clients' assets resulting from Plan investments subject to Creation and Sales Charges, even if such payments have been accelerated, until the assets resulting from each investment have been in the Plan account for one year. Assets in employer-sponsored retirement plans for the benefit of your employees or affiliates are not eligible for service fees. Service fees will normally be paid quarterly. Provided that you remain a broker-dealer registered with the SEC and a member in good standing of the NASD, and further provided that you remain in compliance with the obligations assumed under paragraph 18, service fees on your clients' assets in accounts in the Plans or the Fund will continue to be paid to you following termination of this Agreement and will not be assigned without your consent. It is understood and agreed, however, that such payments will only be made if permitted by, and at the rate authorized by, the Fund's Plan of Distribution, the Fund's Trustees, or any law, regulation or rule that is applicable. 20. Each party hereto has the right to cancel this Agreement at any time upon five (5) days' written notice to the other. 21. All communications to PFD shall be sent to the address above or to such other address as PFD may authorize in writing. All communications and/or notices to you shall be duly given, mailed or telegraphed to you at the address specified below, or at such other address as you may authorize in writing. 22. Failure of either party to terminate this Agreement upon the occurrence of any event set forth in this Agreement as a cause for termination shall not constitute a waiver of the right to terminate this Agreement at a later time on account of such occurrence. 23. PFD agrees to use its best efforts to provide to you such information, and in such form, regarding Planholder's accounts as you may reasonably request. 24. This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts, and no modification hereof shall be valid unless in writing. 25. PFD reserves the right to amend this Agreement upon thirty (30) days' notice. 26. This Agreement or any monies due or to become due hereunder shall not be assignable by you without prior written approval by PFD. Any request for an assignment shall be on a form approved by PFD, which may be obtained from PFD at the address shown above. 27. This Agreement supersedes and cancels all previous agreements pertaining to the Plans and the Fund between PFD and you, whether oral or written. PIONEER FUNDS DISTRIBUTOR, INC. By: ____________________________ William A. Misata, Vice President Date: ___________________________ The undersigned hereby accepts the offer set forth in above letter. By: ___________________________ Title: ___________________________ Date: ___________________________ RETAIN ONE COPY AND RETURN THE OTHER g:\funds\periodic\ipdsa2.doc EX-99.A3C 4 SCHEDULE OF SALES COMMISSIONS
PIONEER INDEPENDENCE PLANS 15-YEAR PLAN INVESTMENTS AND DEDUCTIONS CREATION AND SALES CHARGE ---------------------------------------------------------- PER TO NET MONTHLY PER INVEST- TOTAL TO INVEST- MONTHLY PLAN TOTAL INVEST- MENT SALES TOTAL MENT PLAN INVEST- INVEST- MENT 13 THRU CHARGE INVEST- IN INVEST- MENT MENT 1 THRU 12 180 (A) MENT SHARES MENT - ---------- ------------- --------- -------- ------------- ------- ------- ---------- $ 50.00 $ 9,000.00 $ 25.00 $0 $ 300.00 3.33% 3.45% $ 50.00 75.00 13,500.00 37.50 0 450.00 3.33% 3.45% 75.00 100.00 18,000.00 50.00 0 600.00 3.33% 3.45% 100.00 125.00 22,500.00 62.50 0 750.00 3.33% 3.45% 125.00 150.00 27,000.00 75.00 0 900.00 3.33% 3.45% 150.00 166.66 29,998.80 83.33 0 999.96 3.33% 3.45% 166.66 200.00 36,000.00 100.00 0 1,200.00 3.33% 3.45% 200.00 250.00 45,000.00 125.00 0 1,500.00 3.33% 3.45% 250.00 300.00 54,000.00 150.00 0 1,800.00 3.33% 3.45% 300.00 350.00 63,000.00 175.00 0 2,100.00 3.33% 3.45% 350.00 400.00 72,000.00 200.00 0 2,400.00 3.33% 3.45% 400.00 450.00 81,000.00 225.00 0 2,700.00 3.33% 3.45% 450.00 500.00 90,000.00 250.00 0 3,000.00 3.33% 3.45% 500.00 600.00 108,000.00 300.00 0 3,600.00 3.33% 3.45% 600.00 700.00 126,000.00 350.00 0 4,200.00 3.33% 3.45% 700.00 800.00 144,000.00 400.00 0 4,800.00 3.33% 3.45% 800.00 900.00 162,000.00 450.00 0 5,400.00 3.33% 3.45% 900.00 1,000.00 180,000.00 500.00 0 6,000.00 3.33% 3.45% 1,000.00 1,250.00 225,000.00 625.00 0 7,500.00 3.33% 3.45% 1,250.00 1,500.00 270,000.00 675.00 0 8,100.00 3.00% 3.09% 1,500.00 1,750.00 315,000.00 700.00 0 8,400.00 2.67% 2.74% 1,750.00 2,000.00 360,000.00 750.00 0 9,000.00 2.50% 2.56% 2,000.00 2,500.00 450,000.00 812.50 0 9,750.00 2.17% 2.21% 2,500.00 5,000.00 900,000.00 1,250.00 0 15,000.00 1.67% 1.69% 5,000.00 10,000.00 1,800,000.00 1,500.00 0 18,000.00 1.00% 1.01% 10,000.00
(A) Does not include an annual distribution and service fee paid by Pioneer Independence Fund of up to 0.25% based on Pioneer Independence Fund's average daily net assets.
PIONEER INDEPENDENCE PLANS TOTAL 25-YEAR PLAN INVESTMENTS AND DEDUCTIONS WHEN EXTENDED INVESTMENT OPTION IS USED CREATION AND SALES CHARGE ------------------------------------------------------- PER TO NET MONTHLY PER INVEST- TOTAL TO INVEST- MONTHLY PLAN TOTAL INVEST- MENT SALES TOTAL MENT PLAN INVEST- INVEST- MENT 13 THRU CHARGE INVEST- IN INVEST- MENT MENT 1 THRU 12 300 (A) MENT SHARES MENT - ---------- ------------- --------- -------- ---------- ------- ------- ---------- $ 50.00 $ 15,000.00 $ 25.00 $0 $ 300.00 2.00% 2.04% $ 50.00 75.00 22,500.00 37.50 0 450.00 2.00% 2.04% 75.00 100.00 30,000.00 50.00 0 600.00 2.00% 2.04% 100.00 125.00 37,500.00 62.50 0 750.00 2.00% 2.04% 125.00 150.00 45,000.00 75.00 0 900.00 2.00% 2.04% 150.00 166.66 49,998.00 83.33 0 999.96 2.00% 2.04% 166.66 200.00 60,000.00 100.00 0 1,200.00 2.00% 2.04% 200.00 250.00 75,000.00 125.00 0 1,500.00 2.00% 2.04% 250.00 300.00 90,000.00 150.00 0 1,800.00 2.00% 2.04% 300.00 350.00 105,000.00 175.00 0 2,100.00 2.00% 2.04% 350.00 400.00 120,000.00 200.00 0 2,400.00 2.00% 2.04% 400.00 450.00 135,000.00 225.00 0 2,700.00 2.00% 2.04% 450.00 500.00 150,000.00 250.00 0 3,000.00 2.00% 2.04% 500.00 600.00 180,000.00 300.00 0 3,600.00 2.00% 2.04% 600.00 700.00 210,000.00 350.00 0 4,200.00 2.00% 2.04% 700.00 800.00 240,000.00 400.00 0 4,800.00 2.00% 2.04% 800.00 900.00 270,000.00 450.00 0 5,400.00 2.00% 2.04% 900.00 1,000.00 300,000.00 500.00 0 6,000.00 2.00% 2.04% 1,000.00 1,250.00 375,000.00 625.00 0 7,500.00 2.00% 2.04% 1,250.00 1,500.00 450,000.00 675.00 0 8,100.00 1.80% 1.83% 1,500.00 1,750.00 525,000.00 700.00 0 8,400.00 1.60% 1.63% 1,750.00 2,000.00 600,000.00 750.00 0 9,000.00 1.50% 1.52% 2,000.00 2,500.00 750,000.00 812.50 0 9,750.00 1.30% 1.32% 2,500.00 5,000.00 1,500,000.00 1,250.00 0 15,000.00 1.00% 1.01% 5,000.00 10,000.00 3,000,000.00 1,500,00 0 18,000.00 0.60% 0.60% 10,000.00
(A) Does not include an annual distribution and service fee paid by Pioneer Independence Fund of up to 0.25% based on Pioneer Independence Fund's average daily net assets. EX-99.A10 5 FORMS OF INVESTMENT APPLICATION R E G I S T R A T I O N - Please Print or Type [landscape oriented along left margin] [Pioneer logo] Independence Plans PIONEER Application - -------------------------------------------------------------------------------- / Special pricing applicable? [] Yes [] No / / Special Pricing Breakpoint (Dealer Use) / [____________________________] / New Account Number __________ / List all associated account numbers and / monthly amounts. Monthly Unit $__________ / / _________________________ $__________ Total Plan Amount $__________ / _________________________ $__________ / _________________________ $__________ Initial Investment $__________ / _________________________ $__________ - -------------------------------------------------------------------------------- /REGISTER THIS PLAN AS FOLLOWS: / Individual /_________________________________________ ____-____-____ /First Name Middle Initial Last Name Social Security Number Joint Tenants / (If joint tenants, use with Right of /_________________________________________ Social Security Number Survivorship /First Name Middle Initial Last Name of the first joint / tenant listed.) Uniform /_________________________________________ Gifts/ /Custodian's Name Transfers / to Minors /_________________________________________ ____-____-____ /Minor's Name (only one permitted) Social Security Number / of Minor /under the _____ [] Uniform [] Uniform / State Gifts to Transfers to ____/____/____ / Minors Act Minors Act Birthdate of Minor - -------------------------------------------------------------------------------- Corporations, /_______________________________________ ____-_________ Trusts, or /Name of Corporation or Trustee(s) Taxpayer other / Identification Number Fiduciaries /_______________________________________ ____/____/____ /Name of Trust Date of Trust - -------------------------------------------------------------------------------- Address /__________________________ ______________ _________ ________ & /Street or P.O. Box City State ZIP Citizenship / /____-____-____ Citizen of U.S. [] Yes []No ___________________ /Telephone If no, citizen of - -------------------------------------------------------------------------------- TELEPHONE WITHDRAWAL FEATURE--Unless indicated below, I authorize BFDS to accept instructions from any person to redeem up to 90% of the share value of my account(s) by telephone, in accordance with the procedures and conditions set forth in the Pioneer Independence Plans current prospectus. [] I DO NOT want the Telephone Redemption Privilege. Redemptions by telephone must be for an amount up to and including $100,000 and will be sent by check via U.S. mail to the address of record. The Plans, the Fund, Pioneering Services Corporation and BFDS and their affiliated companies, directors, trustees and employees will not be liable for any loss, expense, or cost arising out of any telephone redemption request effected in accordance with the authorization(s) set forth in this application if they reasonably believe such request to be genuine, but may in certain cases be liable for losses due to unauthorized or fradulent transactions. Procedures for verification of telephone transactions may include recordings of telephone transactions and requests for conformation of the shareholder's Social Security Number and current address. Mailings of confirmations occur promptly after the transaction. - -------------------------------------------------------------------------------- The undersigned warrant(s) that I (we) have full authority and, if a natural person, I (we) am (are) of legal age to purchase shares pursuant to this application, and have received a current prospectuses for the Plans and the Fund. - -------------------------------------------------------------------------------- WITHHOLDING INFORMATION (Substitute Form W-9) UNDER THE INTEREST AND DIVIDEND TAX COMPLIANCE ACT OF 1983, WE ARE REQUIRED TO HAVE THE FOLLOWING CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT: (1) The number shown above is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, the acquisition or abandonment of secured property, contributions to an individual retirement arrangement (IRA), and generally payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct taxpayer identification number. - -------------------------------------------------------------------------------- SIGNATURE PROVISIONS I/We, the undersigned Depositor(s), have read and understand the foregoing application and the attached material included herein by reference. In addition, I/We certify that the information I/we have provided, the information included within the application, and the attached material included herein by reference is accurate including but not limited to the representations contained in the Withholding Information section of this application above. [The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.] Signature of Owner* X ___________________________________ Date ________________ Signature of Joint Owner X ______________________________ Date ________________ *If a corporate or trust account, authorized signer should indicate title (e.g., President, Treasurer, or Trustee). - -------------------------------------------------------------------------------- A Bank Draft Authoriza- / MAIL APPLICATION United Services Planning tion is attached [] Yes [] No / AND INITIAL Association, Inc. / INVESTMENT TO: P.O. Box XXXX Check box for / Fort Worth, Texas 76113 Government Allotment [] / / MAKE ALL CHECKS / PAYABLE TO: State Street Bank/ and Trust Company/ - -------------------------------------------------------------------------------- Dealer Name ________________________ Authorized Signature X ____________________ Branch Office (Location) _______________________________________________________ Representative _________________________________________________________________ Name Number Representative's Signature X ______________________________________ 7XX (12/97) [copyright symbol] 1997 United Services Planning Association, Inc. 12057 P l e a s e P r i n t o r T y p e [landscape oriented along left margin] [Pioneer logo] Independence Plans PIONEER IRA Application - -------------------------------------------------------------------------------- / Special pricing applicable? [] Yes [] No / / Special Pricing Breakpoint (Dealer Use) / [____________________________] / New Account Number __________ / List all associated account numbers and / monthly amounts. Monthly Unit $__________ / / _________________________ $__________ Total Plan Amount $__________ / _________________________ $__________ / _________________________ $__________ Initial Investment $__________ / _________________________ $__________ - -------------------------------------------------------------------------------- Account /REGISTER THIS PLAN AS FOLLOWS: Registration / /_________________________________________ ____-____-____ /First Name Middle Initial Last Name Social Security Number / /_________________________________________ ______________ /Address Date of Birth / /_________________________________________ /City State ZIP - -------------------------------------------------------------------------------- Type of /[] Traditional [] Roth Contributory [] Roth Conversion / [] Rollover [] SEP []SARSEP - -------------------------------------------------------------------------------- Initial / AMOUNT Investment /[] Contribution for tax year 19__ $________________ /[] Direct transfer from another IRA / (attach completed IRA Transfer/ / Conversion Form) $________________ /[] Rollover from another IRA $________________ /[] Rollover from an employer-sponsored / retirement plan or 403(b) plan $________________ - -------------------------------------------------------------------------------- SEP /This is a SEP or SARSEP contribution Instructions /on my behalf from: / /__________________________________________ ___________________ /Name of Employer Contact Person / /__________________________________________ ___________________ /Address of Employer Telephone Number - -------------------------------------------------------------------------------- Your /PRIMARY BENEFICIARIES: Upon my death, pay the PERCENTAGES Beneficiary /value of my IRA to: MUST TOTAL / 100% If you have /_____________________ ____________ ________________ additional /Name Birthdate Social Security beneficiaries,/ (mo/day/yr) Number attach a sep- / arate sheet /__________________________________ ________________ ____________% and include /Address Relationship Share all informa- / tion requested/_____________________ ____________ ________________ here. Please /Name Birthdate Social Security sign and date / (mo/day/yr) Number any sheets you/ attach. /__________________________________ ________________ ____________% /Address Relationship Share If you are not/ survived by /SECONDARY BENEFICIARIES: If no beneficiary survives any designated/me (or if I have checked option 2 below and no beneficiary, /primary beneficiary or heirs survive me), pay the PERCENTAGES your benefici-/value of my IRA to: MUST TOTAL ary will be / 100% your estate. /_____________________ ____________ ________________ /Name Birthdate Social Security / (mo/day/yr) Number / /__________________________________ ________________ ____________% /Address Relationship Share / /_____________________ ____________ ________________ /Name Birthdate Social Security / (mo/day/yr) Number / /__________________________________ ________________ ____________% /Address Relationship Share / /CHECK ONE: If any primary (or secondary) beneficiary dies before /me, pay that person's share to: / If neither box/1. [] the other primary ( or secondary ) beneficiaries in is checked, / proportion to the shares indicated (per capita), or option 1 /2. [] the heirs at law of the deceased beneficiary in shares will apply. / determined by right of representation (per stirpes). - -------------------------------------------------------------------------------- I hereby adopt the Pioneer Independence Plans Individual Retirement Account appointing The Pioneer Group, Inc. as custodian. I certify that: (1) I have received and read the current prospectus of Pioneer Independence Plans including the prospectus of Pioneer Independence Fund, and have read and understand the IRA custodial agreement and disclosure statement and consent to the custodial fees as specified herein; (2) any contribution designated as a rollover qualifies for rollover treatment and constitutes an irrevocable election to have such amount treated as a rollover contribution for federal income tax purposes; (3) under penalties of perjury, my social security number shown on this application is correct; and (4) I must specify whether federal income tax is to be withheld from any distribution I request from this account - otherwise my request will not be in good order. I further understand that the $10.00 annual IRA fee is paid by redemption of Pioneer Independence Fund shares unless paid separately. The undersigned warrants that I have full authority and, if a natural person, I am of legal age to purchase shares pursuant to this application. - -------------------------------------------------------------------------------- SIGNATURE PROVISIONS I, the undersigned Depositor, have read and understand the foregoing application and the attached material included herein by reference. In addition, I certify that the information which I have provided and the information which is included within the application and the attached material included herein by reference is accurate. Dated __________, 19__ At ______________________________________________________ City State ZIP Signature of Shareholder X _____________________________________________________ - -------------------------------------------------------------------------------- A Bank Draft Authoriza- / MAIL APPLICATION United Services Planning tion is attached [] Yes [] No / AND INITIAL Association, Inc. / INVESTMENT TO: P.O. Box XXXX Check box for / Fort Worth, Texas 76113 Government Allotment [] / / MAKE ALL CHECKS / PAYABLE TO: [State Street Bank/ and Trust Company]/ - -------------------------------------------------------------------------------- Dealer Name ________________________ Authorized Signature X ____________________ Branch Office (Location) _______________________________________________________ Representative _________________________________________________________________ Name Number Representative's Signature X ______________________________________ 7XX (1/98) [copyright symbol] 1997 United Services Planning Association, Inc. 01196 EX-99.B 6 CONSENTS OF ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Consent of Independent Public Accountants As independent public accountants, we hereby consent to the use of our report dated February 24, 1998 (and to all references to our firm) included in or made a part of Pioneer Independence Plans' Pre-effective Amendment No. 1 to Registration Statement File No. 333-42113. /s/ Arthur Andersen LLP Arthur Andersen LLP Boston, Massachusetts March 11, 1998 ARTHUR ANDERSEN LLP Consent of Independent Public Accountants As independent public accountants, we hereby consent to the use of our report for Pioneer Funds Distributor, Inc. dated February 3, 1998 (and to all references to our firm) included in or made a part of Pioneer Independence Plans' Pre-Effective Amendment No. 1 to Registration Statement No. 333-42113. /s/ Arthur Andersen LLP Arthur Andersen LLP March 11, 1998 Massachusetts EX-99.2 7 OPINION OF DECHERT PRICE & RHOADS
LAW OFFICER OF 30 ROCKEFELLER PLAZA TEN POST OFFICE SQUARE o SOUTH NEW YORK, NY 10112 DECHERT PRICE & RHOADS BOSTON, MA 02109-4603 (212) 698-3500 (617) 728-7100 1775 EYE STREET, N.W. 4000 BELL ATLANTIC TOWER WASHINGTON, DC 20006-2401 90 STATE HOUSE SQUARE 1717 ARCH STREET HARTFORD, CT 06103-3702 PHILADELPHIA, PA 19103-2793 (860) 524-3999 TELEPHONE: (202) 261-3300 THIRTY NORTH THIRD STREET FAX: (202) 261-3333 65 AVENUE LOUISE HARRISBURG, PA 17101-1603 1050 BRUSSELS, BELGIUM (717) 237-2000 (32-2) 535-5411 PRINCETON PIKE CORPORATE CENTER TITMUSS SAINER DECHERT P.O. BOX 5218 2 SERJEANTS' INN PRINCETON, NJ 08543-5218 LONDON EC4Y 1LT, ENGLAND (609) 520-3200 (44-171) 583-5353 151, BOULEVARD HAUSSMANN 75008 PARIS, FRANCE (33-1) 53 83 84 70
March 12, 1998 Pioneer Funds Distributor, Inc. 60 State Street Boston, Massachusetts 02109-1820 Re: Pioneer Independence Plans (File No. 333-42113) -------------------------- Gentlemen: Pioneer Funds Distributor, Inc. ("PFD"), a Massachusetts corporation, has filed with the Securities and Exchange Commission under the Investment Company Act of 1940 a Registration Statement on Form N-8B-2 (File No. 811-08551) registering Pioneer Independence Plans as a unit investment trust of which PFD is the principal underwriter and sponsor. PFD has also filed with the Securities and Exchange Commission under the Securities Act of 1933 a Registration Statement on Form S-6, as amended (File No. 333-42113), also covering the registration of Pioneer Independence Plans. We have examined the Registration Statements for Pioneer Independence Plans and have also examined the custodian agreement, dated February 17, 1998 (the "Custodian Agreement") between PFD and State Street Bank and Trust Company (the "Custodian") under the terms of which Pioneer Independence Plans are issued. Based on the foregoing, it is our opinion that PFD has duly entered into the Custodian Agreement with the Custodian and that the Custodian Agreement is a valid and binding agreement of PFD. It is also our opinion that the Pioneer Independence Plans, when issued in the manner contemplated by the Custodian Agreement and the Registration Statements, will constitute legal, valid and binding obligations on the part of PFD. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-6 of Pioneer Independence Plans and to all references to our firm therein. Sincerely, /s/ Dechert Price & Rhoads Dechert Price & Rhoads EX-27.3 8 FINANCIAL DATA SCHEDULE - PIONEER IND. PLANS
6 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE AUDITED BALANCE SHEET DATED FEBRUARY 20, 1998 OF PIONEER INDEPENDENCE PLANS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH BALANCE SHEET. 0001051008 PIONEER INDEPENDENCE PLANS 1,000 OTHER DEC-31-1998 FEB-20-1998 100 100 0 0 0 100 0 0 0 0 0 0 0 0 0 0 0 0 0 100 0 0 0 0 0 0 0 0 0 0 0 0 10 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 10.00 0 0 0
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