January 26, 1999
PIONEER MICRO-CAP FUND
SUPPLEMENT TO PROSPECTUS
DATED MARCH 30, 1998
(SUPERSEDES SUPPLEMENT DATED OCTOBER 30, 1998)
The following information supplements the corresponding section in the
Prospectus. Please consult the Prospectus for the full text of the revised
section.
III. INVESTMENT OBJECTIVE AND POLICIES
The Investment Company Act of 1940 (the "1940 Act") requires that the
Fund segregate assets in connection with certain types of transactions. If the
Fund enters into a transaction requiring segregation, the custodian or Pioneer
Investment Management, Inc. ("Pioneer Investments") will segregate liquid assets
in an amount required to comply with the 1940 Act. Such segregated assets will
be valued at market daily. If the aggregate value of such segregated assets
declines below the aggregate value required to satisfy the 1940 Act, additional
liquid assets will be segregated.
The Fund may invest in the securities of other investment companies to
the extent that such investments are consistent with the Fund's investment
objective and policies and permissible under the 1940 Act. Under the 1940 Act,
the Fund may not acquire the securities of other investment companies if, as a
result, (i) more than 10% of the Fund's total assets would be invested in
securities of other investment companies, (ii) such purchase would result in
more than 3% of the total outstanding voting securities of any one investment
company being held by the Fund, or (iii) more than 5% of the Fund's total assets
would be invested in any one investment company. These limitations do not apply
to the purchase of shares of any investment company in connection with a merger,
consolidation, reorganization or acquisition of substantially all the assets of
another investment company. The Fund will not invest in other investment
companies for which Pioneer or any of its affiliates act as an investment
adviser or distributor.
The Fund, as a holder of the securities of other investment companies,
will bear its pro rata portion of the other investment companies' expenses,
including advisory fees. These expenses are in addition to the direct expenses
of the Fund's own operations.
IV. MANAGEMENT OF THE FUND
Ms. Theresa A. Hamacher, chief investment officer of Pioneer Investments
since September 1, 1998, has general responsibility for Pioneer Investments'
investment operations. Ms. Hamacher joined Pioneer Investments in 1997 and has
been an investment professional since 1984. Mr. David Tripple, who formerly
served as chief investment officer, continues as president of Pioneer
Investments and executive vice president of all the Pioneer mutual funds.
Effective January 1999, day-to-day management of the Fund is the
responsibility of Todd E. Grady, a vice president of Pioneer Investments, who
co-managed the Fund's investments since October 1998. Mr. Grady joined Pioneer
Investments in 1993 and has been an investment professional since 1989.
Mr. Grady is assisted by a team of managers and analysts which does
research for and oversees the management of several funds with similar
investment objectives. Members of the team meet regularly to discuss holdings,
prospective investments and portfolio composition.
VII. HOW TO BUY FUND SHARES
The first sentence of the third paragraph under the caption "Special
Restrictions" is deleted.
IX. HOW TO EXCHANGE FUND SHARES
The first two sentences of the first paragraph are deleted.
0199-6154
(C) Pioneer Funds Distributor, Inc.
