Pioneer
Tax-Managed Fund
Class A, Class B and Class C Shares
Prospectus, November 18, 1999
Contents
Basic information about the fund 1
Management 6
Buying, exchanging and selling shares 8
Dividends, capital gains and taxes 27
Neither the Securities and Exchange Commission nor any state securities agency
has approved the fund's shares or determined whether this prospectus is accurate
or complete. Any representation to the contrary is a crime.
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An investment in the fund is not a bank deposit and is not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency.
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Contact your investment professional to discuss how the fund fits into your
portfolio.
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Basic information about the fund
Investment objective
Long-term capital growth.
Principal investment strategies
Normally, the fund invests at least 65% of its assets in equity securities,
primarily of U.S. issuers. For purposes of the fund's investment policies,
equity securities include common and preferred stocks, warrants and convertible
debt securities.
Pioneer Investment Management, Inc., the fund's investment adviser, uses a value
approach to select the fund's investments. Using this investment style, Pioneer
seeks securities selling at reasonable prices or substantial discounts to their
underlying values and then holds these securities until the market values
reflect their intrinsic values. Pioneer evaluates a security's potential value
based on the company's assets and prospects for earnings growth. In making that
assessment, Pioneer employs due diligence and fundamental research, an
evaluation of the issuer based on its financial statements and operations.
Pioneer relies on the knowledge, experience and judgment of its own staff
who have access to a wide variety of research. Pioneer focuses on the quality
and price of individual issuers, not on economic sector or market-timing
strategies. Factors Pioneer looks for in selecting investments include:
o Favorable expected returns relative to perceived risk
o Above average potential for earnings and revenue growth
o Low market valuations relative to earnings forecast, book value,
cash flow and sales
o A sustainable competitive advantage, such as a brand name,
customer base, proprietary technology or economies of scale
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Tax-managed investing
The fund seeks to minimize the impact of federal income tax on shareholder
returns.
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Tax management strategies
The fund will use various strategies including:
o Investing primarily in capital growth-oriented stocks with no or a low
dividend yield. These stocks tend to generate lower current taxable income
than most fixed income securities and high-dividend stocks
o Avoiding sales of appreciated securities that result in capital gain, except
where there are compelling investment reasons for the sale
o Selling securities to realize capital losses that offset capital gains that
have or are expected to be recognized
o When selling a security, focusing on the highest cost lot of that security
first (which reduces the capital gain or increases the loss realized by
the fund). The fund will also consider the short-term or long-term
characterization of a gain or loss and will attempt to offset short-term
gains with short-term losses
Principal risks of investing in the fund
Even though the fund seeks reasonable income and capital growth, you could lose
money on your investment or not make as much as if you invested elsewhere if:
o The stock market goes down (this risk may be greater in the short term)
o Value stocks fall out of favor with investors
o The fund's assets remain undervalued or do not have the potential value
originally expected
The fund uses tax management strategies with the objective of reducing the
amount of distributions subject to federal taxation. However, Pioneer will
follow tax management strategies only to the extent that they do not conflict
with the fund's goal of capital growth or the operation of the fund. The fund
may realize a short-term gain on the sale of a security:
o if Pioneer believes it will decline in value
o to increase diversification
o to raise cash to pay expenses or meet redemption requests.
In addition, some securities in the fund's portfolio will regularly generate
taxable income. At times, tax-managed funds are more volatile than other funds
because they tend to hold stocks longer to avoid realizing gain due to portfolio
turnover. In addition, compared to traditionally managed mutual funds, the
tax-managed strategies may cause a higher percentage of the fund's net asset
value to be represented by unrealized capital appreciation, which represents a
potential future tax liability to shareholders.
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The fund's performance
Since the fund is newly organized, it does not disclose any performance
information. The fund's performance will vary from year to year. Past
performance does not necessarily indicate how a fund will perform in the future.
As a shareowner, you may lose or make money on your investment.
Fees and expenses
These are the fees and expenses, based on estimated expenses for the current
fiscal year, you may pay if you invest in the fund.
Shareowner fees
paid directly from your investment Class A Class B Class C
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Maximum sales charge (load) when you buy shares
as a percentage of offering price 5.75% None None
.......................................................................
Maximum deferred sales charge (load) as a percentage of
offering price or the amount you receive when you sell
shares, whichever is less None(1) 4% 1%
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Annual fund operating expenses
paid from the assets of the fund
as a percentage of average daily net
assets Class A Class B Class C
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Management Fee(2) 0.75% 0.75% 0.75%
.......................................................................
Distribution and Service (12b-1) Fee 0.25% 1.00% 1.00%
.......................................................................
Other Expenses(2) 0.99% 0.99% 0.99%
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Total Annual Fund Operating Expenses(2) 1.99% 2.74% 2.27%
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(1) Purchases of $1 million or more and purchases by participants in certain
group plans are not subject to an initial sales charge but may be subject to
a contingent deferred sales charge. See "Buying, exchanging and selling
shares."
(2) Pioneer has agreed not to impose all or a portion of its management fee
and, if necessary, to limit other operating expenses of the fund to the
extent required to reduce Class A expenses to 1.75% of the average
daily net assets attributable to Class A shares; the portion of fund
expenses attributable to Class B and Class C shares will be reduced
only to the extent such expenses are reduced for Class A shares. This
agreement is voluntary and temporary and may be revised or terminated
at any time.
<TABLE>
<CAPTION>
Class A Class B Class C
<S> <C> <C> <C>
Management Fees 0.51% 0.51% 0.51%
Distribution and Service (12b-1) fees 0.25% 1.00% 1.00%
Other Expenses 0.99% 0.99% 0.99%
Total Annual Fund Operating Expenses 1.75% 2.50% 2.50%
</TABLE>
Example
This example helps you compare the costs of investing in the fund with the cost
of investing in other mutual funds. It assumes that: a) you invest $10,000 in
the fund for the time periods shown, b) you reinvest all dividends and
distributions, c) your investment has a 5% return each year and d) the fund's
operating expenses remain the same.
Although your actual costs may be higher or lower, under these assumptions your
If you sell your shares If you do not sell your shares
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Number of years you own your shares
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1 3 1 3
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Class A $643 $1,046 $643 $1,046
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Class B 677 1,150 277 850
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Class C 377 277 277 850
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Basic information about the fund
Other investment strategies
As discussed, the fund invests primarily in equity securities of U.S. companies
to seek long-term capital growth.
This section describes additional investments that the fund may make or
strategies that it may pursue to a lesser degree to achieve the fund's goal.
Some of the fund's secondary investment policies also entail risks. To learn
more about these investments and risks, you should obtain and read the statement
of additional information (SAI).
Investments other than U.S. equity securities
The fund may invest up to 10% of its total assets (at the time of purchase) in
equity securities of non-U.S. corporate issuers and debt securities of non-U.S.
corporate and government issuers. The fund will not invest more than 5% of its
total assets (at the time of purchase) in the securities of emerging
markets issuers. The fund invests in non-U.S. securities to diversify its
portfolio when they offer similar or greater potential for capital
appreciation compared to U.S. securities. Investing in non-U.S. issuers may
involve unique risks compared to investing in securities of U.S. issuers.
The fund may invest the balance of its assets in debt securities of U.S.
corporate and government issuers. Generally the fund may acquire debt
securities that are investment grade, but the fund may invest up to 5% of
its total assets (at the time of purchase) in lower quality debt securities
including convertible debt securities. The fund invests in debt securities
when Pioneer believes they are consistent with the fund's investment
objective and offer the potential for capital growth, to diversify the fund's
portfolio or for greater liquidity.
Debt securities are subject to the risk of an issuer's inability to meet
principal or interest payments on its obligations. Factors that could contribute
to a decline in the market value of debt securities in the fund's portfolio
include rising interest rates or a reduction in the perceived creditworthiness
of the issuer of the securities. A debt security is investment grade if it is
rated in one of the top four categories by a nationally recognized securities
rating organization or determined to be of equivalent credit quality by Pioneer.
Debt securities rated below investment grade are commonly referred to as "junk
bonds" and are considered speculative. Below investment grade debt securities
involve greater risk of loss, are subject to greater price volatility and are
less liquid, especially during periods of economic uncertainty or change, than
Temporary investments
Normally, the fund invests substantially all of its assets to meet its
investment objective. The fund may invest the remainder of its assets in
securities with a remaining maturity of less than one year, cash equivalents or
may hold cash. For temporary defensive purposes, the fund may depart from its
principal investment strategies and invest part or all of its assets in these
securities. During such periods, the fund may not be able to achieve its
investment objective. The fund intends to adopt a defensive strategy only when
Pioneer believes common stocks have extraordinary risks due to political or
economic factors.
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Derivatives
The fund may use futures, options and other derivatives. A derivative is a
security or instrument whose value is determined by reference to the value or
the change in value of one or more securities, currencies, indices or other
financial instruments. The fund does not use derivatives as a primary investment
technique and generally limits their use to hedging. However, the fund may use
derivatives for a variety of purposes, including: ss. As a hedge against adverse
changes in stock market prices, interest rates or currency exchange rates ss. As
a substitute for purchasing or selling securities ss. To increase the fund's
return as a non-hedging strategy that may be considered speculative
Even a small investment in derivatives can have a significant impact on the
fund's exposure to stock market values, interest rates or currency exchange
rates. If changes in a derivative's value do not correspond to changes in the
value of the fund's other investments, the fund may not fully benefit from or
could lose money on the derivative position. In addition, some derivatives
involve risk of loss if the person who issued the derivative defaults on its
obligation. Certain derivatives may be less liquid and more difficult to value.
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Management
Pioneer, the fund's investment adviser,
selects the fund's investments and oversees the fund's operations.
Pioneer Group
The Pioneer Group, Inc. and its subsidiaries are engaged in financial services
businesses in the United States and many foreign countries. As of December 31,
1998, the firm had more than $23 billion in assets under management worldwide
including more than $22 billion in U.S. mutual funds. The firm's U.S. mutual
fund investment history includes creating in 1928, one of the first
mutual funds. John F. Cogan, chairman of the board and president of The Pioneer
Group, Inc., owns approximately 14% of the firm. He is also an officer and
director of each of the Pioneer mutual funds.
Investment adviser
Pioneer manages a family of U.S. and international stock funds, bond funds and
money market funds. Pioneer is a subsidiary of The Pioneer Group, Inc. Its main
office is at 60 State Street, Boston, Massachusetts 02109.
Portfolio manager
Day-to-day management of the fund's portfolio is the responsibility of John A.
Carey. Mr. Carey is a senior vice president of Pioneer. He joined Pioneer in
1979 as an analyst and has been acting as a portfolio manager since 1986.
Mr. Carey is supported by a team of portfolio managers and analysts who
specialize in U.S. equity securities. This team provides research for the fund
and other Pioneer mutual funds with similar investment objectives or styles. Mr.
Carey and his team operate under the supervision of Theresa A. Hamacher. Ms.
Hamacher is chief investment officer of Pioneer. She joined Pioneer in 1997 and
has been an investment professional since 1984, most recently as chief
investment officer at another investment adviser.
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Management fee
The fund pays Pioneer a fee for managing the fund and to cover the cost of
providing certain services to the fund. Pioneer's annual fee is 0.75% of the
fund's average daily net assets up to $1 billion and 0.70% of the assets
over $1 billion. The fee is normally computed daily and paid monthly.
Distributor and transfer agent
Pioneer Funds Distributor, Inc. is the fund's distributor. Pioneering Services
Corporation is the fund's transfer agent. The fund compensates the distributor
and transfer agent for their services. The distributor and the transfer agent
are subsidiaries of The Pioneer Group, Inc.
Year 2000
Information technology experts are concerned about computer and other electronic
systems' ability to process date-related information on and after January 1,
2000. This scenario, commonly referred to as the "Year 2000 problem," could have
an adverse impact on the fund and the provision of services to its shareowners.
Pioneer is addressing the Year 2000 problem with respect to its systems and
those used by the distributor and transfer agent. During 1999, Pioneer finished
addressing all material Year 2000 issues and participated in industry-wide
testing. The fund has obtained assurances from its other service providers
that they have taken appropriate Year 2000 measures and Pioneer continues to
monitor their efforts. Although the fund does not expect the Year 2000
problem to adversely impact it, the fund cannot guarantee that its, or the
fund's service providers', efforts will be successful.
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Buying, exchanging and selling shares
Net asset value
The fund's net asset value is the value of its portfolio of securities plus any
other assets minus its operating expenses and any other liabilities. The fund
calculates a net asset value for each class of shares every day the New York
Stock Exchange is open when regular trading closes (normally 4:00 p.m. Eastern
time).
The fund generally values its portfolio securities based on market prices or
quotations. When market prices are not available or are considered by Pioneer to
be unreliable, the fund may use an asset's fair value. Fair value is determined
in accordance with procedures approved by the fund's trustees. International
securities markets may be open on days when the U.S. markets are closed. For
this reason, the values of any international securities owned by the fund could
change on a day when you cannot buy or sell shares of the fund.
You buy or sell shares at the net asset value per share calculated on the day of
your transaction, adjusted for any applicable sales charge. When you buy Class A
shares, you pay an initial sales charge. When you sell Class B or Class C
shares, you may pay a contingent deferred sales charge depending on how long you
have owned your shares.
Choosing a class of shares
The fund offers three classes of shares through this prospectus. Each class has
different sales charges and expenses, allowing you to choose the class that best
meets your needs.
Factors you should consider include:
o How long you expect to own the shares
o The expenses paid by each class
o Whether you qualify for any reduction or waiver of sales charges
Your investment professional can help you determine which class meets your
goals. Your investment firm may receive different compensation depending upon
which class you choose. If you are not a U.S. citizen and are purchasing shares
outside the U.S., you may pay different sales charges under local laws and
business practices.
Distribution plans
The fund has adopted a distribution plan for each class of shares offered
through this prospectus in accordance with Rule 12b-1 under the Investment
Company Act of 1940. Under each plan the fund pays distribution and service fees
to the distributor. Because these fees are an ongoing expense, over time they
increase the cost of your investment and your shares may cost more than shares
that are not subject to a distribution fee.
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Share price
The net asset value per share calculated on the day of your transaction,
adjusted for any applicable sales charge, is often referred to as the share
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Comparing classes of shares
Class A
Class B
Class C
Why you might prefer each class
Class A shares may be your best alternative if you prefer to pay an initial
sales charge and have lower annual expenses, or if you qualify for any reduction
or waiver of the initial sales charge. You may prefer Class B shares if you do
not want to pay an initial sales charge, or if you plan to hold your investment
for at least six years. Class B shares are not recommended if you are investing
$250,000 or more. You may prefer Class C shares if you do not wish to pay an
initial sales charge and you would rather pay higher annual expenses over time.
Initial sales charge Up to 5.75% of the offering price, which is reduced or
waived for large purchases and certain types of investors. At the time of your
purchase, your investment firm may receive a commission from the distributor of
up to 5%, declining as the size of your investment increases.
None
None
Contingent deferred sales charges
None, except in certain circumstances when the initial sales charge is waived.
Up to 4% is charged if you sell your shares. The charge is reduced over time and
not charged after six years. Your investment firm may receive a commission from
the distributor at the time of your purchase of up to 4%.A 1% charge if you sell
your shares within one year of purchase. Your investment firm may receive a
commission from the distributor at the time of your purchase of up to 1%.
Distribution and service fees Up to 0.25% of average daily net assets.
Up to 1% of average daily net assets.
Up to 1% of average daily net assets.
Annual expenses (including distribution and service fees) Lower than Class B or
Class C.
Higher than Class A shares; Class B shares convert to Class A shares after eight
years.
Higher than Class A shares; Class C shares do not convert to any other class of
shares. You continue to pay higher annual expenses.
Exchange privilege
Class A shares of other Pioneer mutual funds.
Class B shares of other Pioneer mutual funds.
Class C shares of other Pioneer mutual funds.
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Buying, exchanging and selling shares
Sales charges: Class A shares
You pay the offering price when you buy Class A shares unless you qualify to
purchase shares at net asset value. You pay a lower sales charge as the size of
your investment increases. You do not pay a sales charge when you reinvest
dividends or distributions paid by the fund.
Investments of $1 million or more
You do not pay a sales charge when you purchase Class A shares if you are
investing $1 million or more, or you are a participant in certain group plans.
However, you pay a deferred sales charge if you sell your Class A shares within
one year of purchase. The sales charge is equal to 1% of your investment or your
sales proceeds, whichever is less.
Reduced sales charges
You may qualify for a reduced Class A sales charge if you own or are purchasing
shares of Pioneer mutual funds. If you or your investment professional notifies
the distributor of your eligibility for a reduced sales charge at the time of
your purchase, the distributor will credit you with the combined value (at the
current offering price) of all your Pioneer mutual fund shares and the shares of
your spouse and the shares of any children under 21. Certain trustees and
fiduciaries may also qualify for a reduced sales charge. For this purpose,
Pioneer mutual funds include any fund for which the distributor is principal
underwriter and, at the distributor's discretion, may include funds organized
outside the U.S. managed by Pioneer.
See "Qualifying for a reduced sales charge" for more information.
Sales charges for Class A shares
Sales charge as % of
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Offering Net amount
Amount of purchase price invested
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Less than $50,000 5.75 6.10
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$50,000 but less than $100,000 4.50 4.71
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$100,000 but less than $250,000 3.50 3.63
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$250,000 but less than $500,000 2.50 2.56
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$500,000 but less than $1 million 2.00 2.04
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$1 million or more -0- -0-
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Offering price
The net asset value per share plus any initial sales charge.
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Sales charges: Class B shares
You buy Class B shares at net asset value per share without paying an initial
sales charge. However, you will pay a contingent deferred sales charge to the
distributor if you sell your Class B shares within six years of purchase. The
contingent deferred sales charge decreases as the number of years since your
purchase increases.
Contingent deferred sales charge
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On shares sold As a % of
before the dollar amount subject
end of year to the sales charge
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1 4
.............................................
2 4
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3 3
.............................................
4 3
.............................................
5 2
.............................................
6 1
.............................................
7+ -0-
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Conversion to Class A shares
Class B shares automatically convert into Class A shares. This helps you because
Class A shares pay lower expenses.
Your Class B shares will convert to Class A shares at the beginning of the
calendar month (calendar quarter for shares purchased before October 1, 1998)
that is eight years after the date of purchase except that:
o Shares bought by reinvesting dividends and capital gains will convert
to Class A shares at the same time as shares on which the dividend or
distribution was paid
o Shares purchased by exchanging shares from another fund will convert on the
date that the shares originally acquired would have converted into Class A
shares
Currently, the Internal Revenue Service permits the conversion of shares to take
place without imposing a federal tax. Conversion may not occur if the Internal
Revenue Service deems it a taxable event for federal tax purposes.
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Paying the contingent deferred sales charge (CDSC)
Several rules apply for Class B shares so that you pay the lowest CDSC.
o The CDSC is calculated on the current market value, or the original cost,
of the shares you are selling, whichever is less
o You do not pay a CDSC on reinvested dividends or distributions
o In determining the number of years since your purchase, all purchases are
considered to have been made on the first day of that month (quarter for
shares purchased before October 1, 1998)
o If you sell only some of your shares, the transfer agent will first sell
your shares that are not subject to any CDSC and then the shares that you
have owned the longest
o You may qualify for a waiver of the CDSC normally charged. See "Qualifying
for a reduced sales charge"
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Contingent deferred sales charge
A sales charge that may be deducted from your sale proceeds. [end text box]
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Buying, exchanging and selling shares
Sales charges: Class C shares
You buy Class C shares at net asset value per share without paying an initial
sales charge. However, if you sell your Class C shares within one year of
purchase, you will pay to the distributor a contingent deferred sales charge of
1% of the current market value, or the original cost, of the shares you are
selling, whichever is less.
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Paying the contingent deferred sales charge (CDSC)
Several rules apply for Class C shares which result in your paying the lowest
CDSC.
o The CDSC is calculated on the current market value, or the original cost,
of the shares you are selling, whichever is less
o You do not pay a CDSC on reinvested dividends or distributions
o In determining the number of years since your purchase, all purchases are
considered to have been made on the first day of that month (quarter for
shares purchased before October 1, 1998)
o If you sell only some of your shares, the transfer agent will first sell
your shares that are not subject to any CDSC and then the shares that you
have bought most recently
o You may qualify for a waiver of the CDSC normally charged. See "Qualifying
for a reduced sales charge"
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Contingent deferred sales charge
A sales charge that may be deducted from your sale proceeds. [end text box]
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Qualifying for a reduced sales charge
Initial Class A sales charge waivers
You may purchase Class A shares at net asset value (without a sales charge) or
with a reduced initial sales charge as follows. If you believe you qualify for
any of the waivers discussed below, contact the distributor. You are required to
provide written confirmation of your eligibility. You may not resell these
shares except to or on behalf of the fund.
Class A purchases at net asset value are available to:
o Current or former trustees and officers of the fund;
o Current or former partners and employees of legal counsel to the fund;
o Current or former directors, officers, employees or sales representatives
of The Pioneer Group, Inc. and its affiliates;
o Current or former directors, officers, employees or sales representatives
of any subadviser or a predecessor adviser (or their affiliates) to any
investment company for whom Pioneer serves as investment adviser;
o Current or former officers, partners, employees or registered
representatives of broker-dealers whom have entered into sales agreements
with the distributor;
o Members of the immediate families of any of the persons above;
o Any trust, custodian, pension, profit sharing or other benefit plan of
the foregoing persons;
o Insurance company separate accounts;
o Certain "wrap accounts" for the benefit of clients of financial planners
adhering to standards established by the distributor;
o Other funds and accounts for which Pioneer or any of its affiliates serve
as investment adviser or manager;
o In connection with certain reorganization, liquidation or acquisition
transactions involving other investment companies or personal holding
companies;
o Certain unit investment trusts;
o Employer-sponsored retirement plans with 100 or more eligible employees or
at least $500,000 in plan assets;
o Participants in Optional Retirement Programs if (i) your employer has
authorized a limited number of mutual funds to participate in the program,
(ii) all participating mutual funds sell shares to program participants at
net asset value, (iii) your employer has agreed in writing to actively
promote Pioneer mutual funds to program participants and (iv) the program
provides for a matching contribution for each participant contribution.
<PAGE>
Buying, exchanging and selling shares
Class A purchases at a reduced initial sales charge or net asset value are also
available to: Group Plans if the sponsoring organization
o recommends purchases of Pioneer mutual funds to,
o permits solicitation of, or
o facilitates purchases by
its employees, members or participants.
Letter of intent (Class A)
You can use a letter of intent to qualify for reduced sales charges in two
situations:
o If you plan to invest at least $50,000 (excluding any reinvestment of
dividends and capital gain distributions) in the fund's Class A shares
during the next 13 months
o If you include in your letter of intent the value -- at the current
offering price -- of all of your Class A shares of the fund and all other
Pioneer mutual fund shares held of record in the amount used to determine
the applicable sales charge for the fund shares you plan to buy
Completing a letter of intent does not obligate you to purchase additional
shares, but if you do not buy enough shares to qualify for the projected level
of sales charges by the end of the 13-month period (or when you sell your
shares, if earlier), the distributor will recalculate your sales charge. You
must pay the additional sales charge within 20 days after you are notified of
the recalculation or it will be deducted from your account (or your sale
proceeds). For more information regarding letters of intent, please contact your
investment professional or obtain and read the statement of additional
information.
Reinvestment (Class A)
If you sold shares of another mutual fund within the past 60 days, you may be
able to reinvest the sale proceeds from that fund in Class A shares of the fund
at net asset value without a sales charge.
To qualify:
o Your investment firm must have a sales agreement with the distributor;
o You must demonstrate that the amount invested is from the proceeds of the
sale of shares from another mutual fund that occurred within 60 days
immediately preceding your purchase;
o You paid a sales charge on the original purchase of the shares sold; and
o The mutual fund whose shares were sold also offers net asset value
purchases to shareowners that sell shares of a Pioneer mutual fund.
<PAGE>
Waiver or reduction of contingent deferred sales charges (CDSC)
Class A shares that are subject to a CDSC
Purchases of Class A shares of $1 million or more, or by participants in a Group
Plan which were not subject to an initial sales charge, may be subject to a CDSC
upon redemption. A CDSC is payable to the distributor in the event of a share
redemption within 12 months following the share purchase, at the rate of 1% of
the lesser of the value of the shares redeemed (exclusive of reinvested dividend
and capital gain distributions) or the total cost of such shares. However, the
CDSC is waived for redemptions of Class A shares purchased by an
employer-sponsored retirement plan qualified under Section 401 of the Internal
Revenue Code that has 1,000 or more eligible employees or at least $10 million
in plan assets.
Class A, Class B and Class C shares
The distributor may waive or reduce the CDSC for Class A shares that are subject
to a CDSC or for Class B or Class C shares if:
o The distribution results from the death of all registered account owners or
a participant in an employer-sponsored plan. For UGMAs, UTMAs and trust
accounts, the waiver applies only upon the death of all beneficial owners;
o The distribution results from a total and permanent disability (as defined
by Section 72 of the Internal Revenue Code) occurring after the purchase of
the shares being sold. For UGMAs, UTMAs and trust accounts, the waiver only
applies upon the disability of all beneficial owners;
o The distribution is made in connection with limited automatic redemptions
as described in "Systematic withdrawal plans" (limited in any year to 10%
of the value of the account in the fund at the time the withdrawal plan is
established);
o The distribution is from any type of IRA, 403(b) or employer-sponsored plan
and one of the following applies:
- It is part of a series of substantially equal periodic payments made
over the life expectancy of the participant or the joint life
expectancy of the participant and his or her beneficiary (limited in
any year to 10% of the value of the participant's account at
the time the distribution amount is established);
- It is a required minimum distribution due to the attainment of age
70-1/2, in which case the distribution amount may exceed 10% (based
solely on plan assets held in Pioneer mutual funds);
<PAGE>
Buying, exchanging and selling shares
- It is rolled over to or reinvested in another Pioneer fund in the same
class of shares, which will be subject to the CDSC of the shares
originally held;
- It is in the form of a loan to a participant in a plan that permits
loans (each repayment will be subject to a CDSC as though a new
purchase);
o The distribution is to a participant in an employer-sponsored retirement
plan qualified under section 401 of the Internal Revenue Code and is:
- A return of excess employee deferrals or contributions;
- A qualifying hardship distribution as defined by the Internal Revenue
Code. For Class B shares, waiver is granted only on payments of up to
10% of total plan assets held by Pioneer for all participants, reduced
by the total of any prior distributions made in that calendar year;
- Due to retirement or termination of employment. For Class B shares,
waiver is granted only on payments of up to 10% of total plan assets
held in a Pioneer mutual fund for all participants, reduced by the
total of any prior distributions made in the same calendar year;
- From a qualified defined contribution plan and represents a
participant's directed transfer, provided that this privilege has been
preauthorized through a prior agreement with the distributor regarding
participant directed transfers (not available to Class B shares);
o The distribution is made pursuant to the fund's right to liquidate or
involuntarily redeem shares in a shareholder's account;
o The selling broker elects, with the distributor's approval, to waive
receipt of the commission normally paid at the time of the sale.
<PAGE>
Opening your account
If your shares are held in your investment firm's name, the options and services
available to you may be different from those discussed in this prospectus. Ask
your investment professional for more information.
Account options
Use your account application to select options and privileges for your account.
You can change your selections at any time by sending a completed account
options form to the transfer agent. You may be required to obtain a signature
guarantee to make certain changes to an existing account.
Call or write to the fund's transfer agent for account applications, account
options forms and other account information:
Pioneering Services Corporation
P.O. Box 9014
Boston, Massachusetts 02205-9014
Telephone 1-800-225-6292
Telephone transaction privileges
If your account is registered in your name, you can buy, exchange or sell fund
shares by telephone. If you do not want your account to have telephone
transaction privileges, you must indicate that choice on your account
application or by writing to the transfer agent.
When you request a telephone transaction the transfer agent will try to confirm
that the request is genuine. The transfer agent records the call, requires the
caller to provide the personal identification number for the account and sends
you a written confirmation. The fund may implement other confirmation procedures
from time to time. Different procedures may apply if you have a non-U.S. account
or if your account is registered in the name of an institution, broker-dealer or
other third party.
[text box: telephone icon]
By phone
If you want to place your telephone transaction by speaking to a shareowner
services representative, call 1-800-225-6292 between 8:00 a.m. and 9:00 p.m.
Eastern time on any weekday that the New York Stock Exchange is open. You may
use FactFoneSM at any time. [end text box]
<PAGE>
Buying, exchanging and selling shares
General rules on buying, exchanging and selling your fund shares
Share price
If you place an order with your investment firm before the New York Stock
Exchange closes and your investment firm submits the order to the distributor
prior to the distributor's close of business (usually 5:30 p.m. Eastern time),
your share price will be calculated that day. Otherwise, your price per share
will be calculated at the close of the New York Stock Exchange after the
distributor receives your order. Your investment firm is responsible for
submitting your order to the distributor.
Buying
You may buy fund shares from any investment firm that has a sales agreement with
the distributor. If you do not have an investment firm, please call
1-800-225-6292 for information on how to locate an investment professional in
your area.
You can buy fund shares at the offering price. The distributor may reject any
order until it has confirmed the order in writing and received payment. The fund
reserves the right to stop offering any class of shares.
Minimum investment amounts
Your initial investment must be at least $1,000. Additional investments must
be at least $100 for Class A shares and $500 for Class B or Class C shares.
You may qualify for lower initial or subsequent investment minimums if you are
opening a retirement plan account, establishing an automatic investment plan
or placing your trade through your investment firm.
[text box]
Retirement plan accounts
You can purchase fund shares through tax-deferred retirement plans for
individuals, businesses and tax-exempt organizations.
Your initial investment for most types of retirement plan accounts must be at
least $250. Additional investments for most types of retirement plans must be at
least $100.
You may not use the account application accompanying this prospectus to
establish a Pioneer retirement plan. You can obtain retirement plan applications
from your investment firm or by calling the Retirement Plans Department at
1-800-622-0176. [end text box]
[text box: questionmark icon]
Consult your investment professional to learn more about buying, exchanging or
selling fund shares. [end text box]
<PAGE>
Exchanging
You may exchange your shares for shares of the same class of another Pioneer
mutual fund.
Your exchange request must be for at least $1,000 unless the fund you are
exchanging into has a different minimum. The fund allows you to exchange your
shares at net asset value without charging you either an initial or contingent
deferred sales charge at the time of the exchange. Shares you acquire as part of
an exchange will continue to be subject to any contingent deferred sales charge
that applies to the shares you originally purchased. When you ultimately sell
your shares, the date of your original purchase will determine your contingent
deferred sales charge.
Before you request an exchange, consider each fund's investment objective and
policies as described in the fund's prospectus.
Selling
Your shares will be sold at net asset value per share next calculated after the
fund receives your request in good order.
If the shares you are selling are subject to a deferred sales charge, it will be
deducted from the sale proceeds. The fund generally will send your sale proceeds
by check, bank wire or electronic funds transfer. Normally you will be paid
within seven days. If you recently sent a check to purchase the shares being
sold, the fund may delay payment of the sale proceeds until your check has
cleared. This may take up to 15 calendar days from the purchase date.
If you are selling shares from a nonretirement account or certain IRAs, you may
use any of the methods described below. If you are selling shares from a
retirement account other than an IRA, you must make your request in writing.
[text box]
Good order means that:
o You have provided adequate instructions
o There are no outstanding claims against your account
o There are no transaction limitations on your account
o If you have any fund share certificates, you submit them and they are
signed by each record owner exactly as the shares are registered
o Your request includes a signature guarantee if you:
- Are selling over $100,000 or exchanging over $500,000 worth of shares
- Changed your account registration or address within the last 30 days
- Instruct the transfer agent to mail the check to an address different
from the one on your account
- Want the check paid to someone other than the account owner(s)
- Are transferring the sale proceeds to a Pioneer
mutual fund account with a different registration
[end text box]
[text box: capital icon]
You may have to pay federal income taxes on a sale or an exchange.
[end text box]
<PAGE>
Buying, exchanging and selling shares
Buying shares
Exchanging shares
Through your investment firm
Normally, your investment firm will send your purchase request to the fund's
transfer agent. Consult your investment professional for more information. Your
investment firm may receive a commission from the distributor for your purchase
of fund shares. The distributor or its affiliates may pay additional
compensation, out of their own assets, to certain investment firms or their
affiliates based on objective criteria established by the distributor.
Normally, your investment firm will send your exchange request to the fund's
transfer agent. Consult your investment professional for more information about
exchanging your shares.
By phone
You can use the telephone purchase privilege if you have an existing
non-retirement account or certain IRAs. You can purchase additional fund shares
by phone if:
o You established your bank account of record at least 30 days ago
o Your bank information has not changed for at least 30 days
o You are not purchasing more than $25,000 worth of shares per account
per day
o You can provide the proper account identification information
When you request a telephone purchase, the transfer agent will electronically
debit the amount of the purchase from your bank account of record. The transfer
agent will purchase fund shares for the amount of the debit at the offering
price determined after the transfer agent receives your telephone purchase
instruction and good funds. It usually takes three business days for the
transfer agent to receive notification from your bank that good funds are
available in the amount of your investment. After you establish your fund
account, you can exchange fund shares by phone if:
o You are using the exchange to establish a new account, provided the new
account has a registration identical to the original account
o The fund into which you are exchanging offers the same class of shares
o You are not exchanging more than $500,000 worth of shares per
account per day
o You can provide the proper account identification information
In writing, by mail or by fax
You can purchase fund shares for an existing fund account by mailing a check to
the transfer agent. Make your check payable to the fund. Neither initial nor
subsequent investments should be made by third party check. Your check must be
in U.S. dollars and drawn on a U.S. bank. Include in your purchase request the
fund's name, the account number and the name or names in the account
registration. You can exchange fund shares by mailing or faxing a letter of
instruction to the transfer agent. You can exchange fund shares directly through
the fund only if your account is registered in your name. However, you may not
fax an exchange request for more than $500,000. Include in your letter:
o The name, social security number and signature of all registered
owners
o A signature guarantee for each registered owner if the amount of the
exchange is more than $500,000
o The name of the fund out of which you are exchanging and the name of the
fund into which you are exchanging
o The class of shares you are exchanging
o The dollar amount or number of shares you are exchanging
<PAGE>
Selling shares
Normally, your investment firm will send your request to sell shares to the
fund's transfer agent. Consult your investment professional for more
information. The fund has authorized the distributor to act as its agent in the
repurchase of fund shares from qualified investment firms. The fund reserves the
right to terminate this procedure at any time.
You may sell up to $100,000 per account per day. You may sell fund shares held
in a retirement plan account by phone only if your account is an IRA.You may not
sell your shares by phone if you have changed your address (for checks) or your
bank information (for wires and transfers) in the last 30 days.
You may receive your sale proceeds:
o By check, provided the check is made payable exactly as your account is
registered
o By bank wire or by electronic funds transfer, provided the sale proceeds
are being sent to your bank address of record
You can sell some or all of your fund shares by writing directly to the fund
only if your account is registered in your name. Include in your request your
name, the fund's name, your social security number, your fund account number,
the class of shares to be sold, the dollar amount or number of shares to be sold
and any other applicable requirements as described below. The transfer agent
will send the sale proceeds to your address of record unless you provide other
instructions. Your request must be signed by all registered owners and be in
good order. The transfer agent will not process your request until it is
received in good order.
You may not sell more than $100,000 per account per day by fax.
[text box]
How to contact us
By phone [telephone icon]
For information or to request a telephone transaction between 8:00 a.m. and 9:00
p.m. (Eastern time) by speaking with a shareholder services representative call
1-800-225-6292 To request a transaction using FactFoneSM call 1-800-225-4321
Telecommunications Device for the Deaf (TDD) 1-800-225-1997
By mail [graphic icon: envelope]
Send your written instructions to:
Pioneering Services Corporation
P.O. Box 9014
Boston, Massachusetts 02205-9014
By fax [graphic icon: fax machine]
Fax your exchange and sale requests to:
1-800-225-4240
[end text box]
[text box]
Exchange privilege
You may make up to four exchange redemptions of $25,000 or more per account per
calendar year.
The fund and the distributor reserve the right to refuse any exchange
request or restrict, at any time without notice, the number and/or
frequency of exchanges to prevent abuses of the exchange privilege.
Abuses include frequent trading in response to short-term market fluctuations
and a pattern of trading that appears to be an attempt to "time the market."
In addition, the fund and the distributor reserve the right, at any time
without notice, to charge a fee for exchanges or to modify, limit or
suspend the exchange privilege. The fund will provide 60 days' notice of
material amendments to or termination of the privilege. [end text box]
<PAGE>
Buying, exchanging and selling shares
Account options
See the account application form for more details on each of the following
options.
Automatic investment plans
You can make regular periodic investments in the fund by setting up monthly bank
drafts, government allotments, payroll deduction, a Pioneer Investomatic Plan
and other similar automatic investment plans. You may use an automatic
investment plan to establish a Class A share account with a small initial
investment. If you have a Class B or Class C share account and your balance is
at least $1,000, you may establish an automatic investment plan.
Pioneer Investomatic Plan
If you establish a Pioneer Investomatic Plan, the transfer agent will make a
periodic investment in fund shares by means of a preauthorized electronic funds
transfer from your bank account. Your plan investments are voluntary. You may
discontinue your plan at any time or change the plan's dollar amount, frequency
or investment date by calling or writing to the transfer agent. You should allow
up to 30 days for the transfer agent to establish your plan.
Automatic exchanges
You can automatically exchange your fund shares for shares of the same class of
another Pioneer mutual fund. The automatic exchange will begin on the day you
select when you complete the appropriate section of your account application or
an account options form. In order to use automatic exchange:
o You must select exchanges on a monthly or quarterly basis
o Both the originating and receiving accounts must have identical
registrations
o The originating account has a minimum balance of $5,000
Distribution options
The fund offers three distribution options. Any fund shares you buy by
reinvesting distributions will be priced at the applicable net asset value per
share.
(1) Unless you indicate another option on your account application, any
dividends and capital gain distributions paid to you by the fund will
automatically be invested in additional fund shares.
(2) You may elect to have the amount of any dividends paid to you in cash
and any capital gain distributions reinvested in additional shares.
(3) You may elect to have the full amount of any dividends and/or capital
gain distributions paid to you in cash.
Options (2) or (3) are not available to retirement plan accounts or accounts
with a current value of less than $500.
If your distribution check is returned to the transfer agent or you do not cash
the check for six months or more, the transfer agent may reinvest the amount of
the check in your account and automatically change the distribution option on
your account to option (1) until you request a different option in writing.
These additional shares will be purchased at the then current net asset value.
<PAGE>
Directed dividends
You can invest the dividends paid by one of your Pioneer mutual fund accounts in
a second Pioneer mutual fund account. The value of your second account must be
at least $1,000 ($500 for Pioneer Fund or Pioneer II). You may direct the
investment of any amount of dividends. There are no fees or charges for directed
dividends. If you have a retirement plan account, you may only direct dividends
to accounts with identical registrations.
Systematic withdrawal plans
When you establish a systematic withdrawal plan for your account, the transfer
agent will sell the number of fund shares you specify on a periodic basis and
the proceeds will be paid to you or to any person you select. You must obtain a
signature guarantee to direct payments to another person after you have
established your systematic withdrawal plan. Payments can be made either by
check or by electronic transfer to a bank account you designate.
To establish a systematic withdrawal plan:
o Your account must have a total value of at least $10,000 when you establish
your plan
o You must request a periodic withdrawal of at least $50
o You may not request a periodic withdrawal of more than 10% of the value of
any Class B or Class C share account (valued at the time the plan is
implemented)
Systematic sales of fund shares may be taxable transactions for you. If you
purchase Class A shares while you are making systematic withdrawals from your
account, you may pay unnecessary sales charges.
Direct deposit
If you elect to take dividends or dividends and capital gain distributions in
cash, or if you establish a systematic withdrawal plan, you may choose to have
those cash payments deposited directly into your savings, checking or NOW bank
account.
Voluntary tax withholding
You may have the transfer agent withhold 28% of the dividends and capital gain
distributions paid from your fund account (before any reinvestment) and forward
the amount withheld to the Internal Revenue Service as a credit against your
federal income taxes. Voluntary tax withholding is not available for retirement
plan accounts or for accounts subject to backup withholding.
Reinstatement privilege for Class A shares
You may qualify for the reinstatement privilege if you recently sold all or part
of your Class A shares.
<PAGE>
Buying, exchanging and selling shares
Shareowner services
FactFoneSM 1-800-225-4321 You can use FactFoneSM to:
o Obtain current information on your Pioneer mutual fund accounts
o Inquire about the prices and yields of all publicly available Pioneer
mutual funds
o Make computer-assisted telephone purchases, exchanges and redemptions for
your fund accounts
o Request account statements
If you plan to use FactFoneSM to make telephone purchases and redemptions, first
you must activate your personal identification number and establish your bank
account of record. If your account is registered in the name of a broker-dealer
or other third party, you may not be able to use FactFoneSM.
Confirmation statements
The transfer agent maintains an account for each investment firm or individual
shareowner and records all account transactions. You will be sent confirmation
statements showing the details of your transactions as they occur, except
automatic investment plan transactions, which are confirmed quarterly. If you
have more than one Pioneer mutual fund account registered in your name, the
Pioneer combined account statement will be mailed to you each quarter.
Tax information
In January of each year, the fund will mail you information about the tax status
of the dividends and distributions paid to you by the fund.
Pioneer website
www.pioneerfunds.com
The website includes a full selection of information on mutual fund investing.
You can also use the website to get:
o Your current account information
o Prices, returns and yields of all publicly available Pioneer
mutual funds
o Prospectuses for all the Pioneer funds
TDD 1-800-225-1997
If you have a hearing disability and access to TDD keyboard equipment, you can
contact our telephone representatives with questions about your account by
calling our TDD number between 8:30 a.m. and 5:30 p.m. Eastern time any weekday
that the New York Stock Exchange is open.
<PAGE>
Shareowner account policies
Signature guarantees and other requirements You are required to obtain a
signature guarantee when you are:
o Requesting certain types of exchanges or sales of fund shares
o Redeeming shares for which you hold a share certificate
o Requesting certain types of changes for your existing account
You can obtain a signature guarantee from most broker-dealers, banks, credit
unions (if authorized under state law) and federal savings and loan
associations. You cannot obtain a signature guarantee from a notary public.
Fiduciaries and corporations are required to submit additional documents to sell
fund shares.
Exchange limitation
The fund's exchange limitation is intended to discourage short-term trading in
fund shares. Short-term trading can increase the expenses incurred by the fund
and make portfolio management less efficient. In determining whether the
exchange redemption limit has been reached, Pioneer may aggregate a series of
exchanges (each valued at less than $25,000) and/or fund accounts that appear
to be under common ownership or control. Pioneer may view accounts for which
one person gives instructions or accounts that act on advice provided by a
single source to be under common control.
The exchange limitation does not apply to automatic exchange transactions or to
exchanges made by participants in employer-sponsored retirement plans qualified
under Section 401 of the Internal Revenue Code. The exchange limitation may not
apply to transactions made through an omnibus account for fund shares.
Minimum account size
The fund requires that you maintain a minimum account value of $500. If you hold
less than the minimum in your account because you have sold or exchanged some of
your shares, the fund will notify you of its intent to sell your shares and
close your account. You may avoid this by increasing the value of your account
to at least the minimum within six months of the notice from the fund.
Telephone access
You may have difficulty contacting the fund by telephone during times of market
volatility or disruption in telephone service. If you are unable to reach the
fund by telephone, you should communicate with the fund in writing.
[text box: magnifyer icon]
You may make up to four exchange redemptions of $25,000 or more per
account per calendar year out of the fund. Except as noted, you may make any
number of exchanges of less than $25,000.
[end text box]
Share certificates
Normally, your shares will remain on deposit with the transfer agent and
certificates will not be issued. If you are legally required to obtain a
certificate, you may request one for your Class A shares only. A fee may be
charged for this service.
Other policies
The fund may suspend transactions in shares when trading on the New York Stock
Exchange is closed or restricted, when an emergency exists that makes it
impracticable for the fund to sell or value its portfolio securities or with the
permission of the Securities and Exchange Commission.
The fund or the distributor may revise, suspend or terminate the account options
and services available to shareowners at any time.
The fund reserves the right to redeem in kind by delivering portfolio securities
to a redeeming shareowner, provided that the fund must pay redemptions in cash
if a shareowner's aggregate redemptions in a 90-day period are less than
$250,000 or 1% of the fund's net assets.
<PAGE>
Dividends, capital gains and taxes
Dividends and capital gains
The fund generally pays distributions of net short- and long-term
capital gains in November. The fund generally pays dividends from any net
investment income in December.The fund may also pay dividends and distributions
at other times if necessary for the fund to avoid federal income or excise tax.
If you invest in the fund close to the time that the fund makes a capital
gains distribution, generally you will pay a higher price per share and you
will pay taxes on the amount of the capital gains distribution whether you
reinvest the distribution or receive it as cash.
Taxes
For federal income tax purposes, your distributions from the fund's net
long-term capital gains are considered long-term capital gains and may be
taxable to you at different maximum rates depending upon their source and other
factors. Dividends and short-term capital gain distributions are taxable as
ordinary income. Dividends and distributions are taxable, whether you take
payment in cash or reinvest them to buy additional fund shares. You may also
have tax consequences (generally, a capital gain or loss) when you sell or
exchange fund shares. Each year the fund will mail to you information about your
dividends and distributions for, and the shares you sold in, the previous
calendar year.
You must provide your social security number or other taxpayer identification
number to the fund along with the certifications required by the Internal
Revenue Service when you open an account. If you do not or if it is otherwise
legally required to do so, the fund will withhold 31% "backup withholding" tax
from your dividends and distributions, sale proceeds and any other payments to
you.
You should ask your own tax adviser about any federal or state tax
considerations, including possible additional withholding taxes for non-U.S.
shareholders. You may also consult the fund's statement of additional
information for a more detailed discussion of federal income tax considerations
that may affect the fund and its shareowners.
[text box: capital icon]
Sales and exchanges may be taxable transactions to shareowners.
[end text box]
Pioneer
Tax-Managed Fund
You can obtain more free information about the fund from your investment firm or
by writing to Pioneering Services Corporation, 60 State Street, Boston,
Massachusetts 02109. You may also call 1-800-225-6292.
Shareowner reports
Annual and semiannual reports to shareowners provide information about the
fund's investments. The annual report discusses market conditions and investment
strategies that significantly affected the fund's performance during its last
fiscal year.
Statement of additional information
The statement of additional information provides more detailed information about
the fund. It is incorporated by reference into this prospectus.
Visit our website
www.pioneerfunds.com
You can also review the fund's shareowner reports, prospectus and statement
of additional information at the Commission's Public Reference Room in
Washington, D.C. Call 1-202-942-8090 for information. The Commission charges a
fee for copies. You can get the same information free from the Commission's
EDGAR database on the Internet (http://www.sec.gov). You may also e-mail
requests for these documents to [email protected] or make a request in writing
to the Commission's Public Reference Section, Washington, D.C. 20549-0102.
(Investment Company Act file no. 811-09585)
[Pioneer
logo] Pioneer Funds Distributor, Inc.
60 State Street
Boston, MA 02109 7288-00-1199
www.pioneerfunds.com (C) Pioneer Funds Distributor, Inc.
<PAGE>
[Pioneer logo]
PIONEER
TAX-MANAGED FUND
CLASS Y SHARES
Prospectus, November 18, 1999
CONTENTS
Basic information about the fund 1
Management 6
Buying, exchanging and selling shares 7
Dividends, capital gains and taxes 16
Neither the Securities and Exchange Commission nor any state securities agency
has approved the fund's shares or determined whether this prospectus is accurate
or complete. Any representation to the contrary is a crime.
<PAGE>
[text box]
AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT AND IS NOT INSURED OR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
[end text box]
[text box]
CONTACT YOUR INVESTMENT PROFESSIONAL TO DISCUSS HOW THE FUND FITS INTO YOUR
PORTFOLIO.
[end text box]
<PAGE>
BASIC INFORMATION ABOUT THE FUND
INVESTMENT OBJECTIVE Long-term capital growth.
PRINCIPAL INVESTMENT STRATEGIES
Normally, the fund invests at least 65% of its assets in equity securities,
primarily of U.S. issuers. For purposes of the fund's investment policies,
equity securities include common and preferred stocks, warrants and convertible
debt securities.
Pioneer Investment Management, Inc., the fund's investment adviser, uses a value
approach to select the fund's investments. Using this investment style, Pioneer
seeks securities selling at reasonable prices or substantial discounts to their
underlying values and then holds these securities until the market values
reflect their intrinsic values. Pioneer evaluates a security's potential value
based on the company's assets and prospects for earnings growth. In making that
assessment, Pioneer employs due diligence and fundamental research, an
evaluation of the issuer based on its financial statements and operations.
Pioneer relies on the knowledge, experience and judgment of its own staff
who have access to a wide variety of research. Pioneer focuses on the quality
and price of individual issuers, not on economic sector or market-timing
strategies.
Factors Pioneer looks for in selecting investments include:
o Favorable expected returns relative to perceived risk
o Above average potential for earnings and revenue growth
o Low market valuations relative to earnings forecast, book value, cash flow
and sales
o A sustainable competitive advantage, such as a brand name,
customer base, proprietary technology or economies of scale
[begin sidebar]
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[graphic icon: magnifying glass]
TAX-MANAGED INVESTING
The fund seeks to minimize the impact of federal income tax on shareholder
returns.
- -----------------------------------------------------------------------
[end sidebar]
TAX MANAGEMENT STRATEGIES
The fund will use various strategies including:
o Investing primarily in capital growth-oriented stocks with no or a low
dividend yield. These stocks tend to generate lower current taxable income
than most fixed income securities and high-dividend stocks
o Avoiding sales of appreciated securities that result in capital gain,
except where there are compelling investment reasons for the sale
o Selling securities to realize capital losses that offset capital gains that
have or are expected to be recognized
o When selling a security, focusing on the highest cost lot of that security
first (which reduces the capital gain or increases the loss realized by
the fund). The fund will also consider the short-term or
long-term characterization of a gain or loss and will attempt to offset
short-term gains with short-term losses
<PAGE>
PRINCIPAL RISKS OF INVESTING IN THE FUND
Even though the fund seeks reasonable income and capital growth, you could lose
money on your investment or not make as much as if you invested elsewhere if:
o The stock market goes down (this risk may be greater in the short term)
o Value stocks fall out of favor with investors
o The fund's assets remain undervalued or do not have the potential
value originally expected
The fund uses tax management strategies with the objective of reducing the
amount of distributions subject to federal taxation. However, Pioneer will
follow tax management strategies only to the extent that they do not conflict
with the fund's goal of capital growth or the operation of the fund. The fund
may realize a short-term gain on the sale of a security: o if Pioneer believes
it will decline in value o to increase diversification o to raise cash to pay
expenses or meet redemption requests.
In addition, some securities in the fund's portfolio will regularly generate
taxable income. At times, tax-managed funds are more volatile than other funds
because they tend to hold stocks longer to avoid realizing gain due to portfolio
turnover. In addition, compared to traditionally managed mutual funds, the
tax-managed strategies may cause a higher percentage of the fund's net asset
value to be represented by unrealized capital appreciation, which represents a
potential future tax liability to shareholders.
<PAGE>
THE FUND'S PERFORMANCE
Since the fund is newly organized, it does not disclose any performance
information. The fund's performance will vary from year to year. Past
performance does not necessarily indicate how a fund will perform in the future.
As a shareowner, you may lose or make money on your investment.
FEES AND EXPENSES
These are the fees and expenses, based on estimated expenses for the current
fiscal year, you may pay if you invest in the fund.
SHAREOWNER FEES
PAID DIRECTLY FROM YOUR INVESTMENT CLASS Y
- -------------------------------------------------------------
Maximum sales charge (load) when you buy shares None
Maximum deferred sales charge (load) None
- -------------------------------------------------------------
- -----------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
PAID FROM THE ASSETS OF THE FUND
as a percentage of average daily net assets CLASS Y
- -------------------------------------------------------------
Management Fee(1) 0.75%
.............................................................
Distribution and Service (12b-1) Fee 0.00%
.............................................................
Other Expenses(1) 0.99%
.............................................................
Total Annual Fund Operating Expenses(1) 1.74%
- -------------------------------------------------------------
- -----------------------------------------------------------------------
(1) Pioneer has agreed not to impose all or a portion of its management fee and,
if necessary, to limit other operating expenses of the fund to the extent
required to reduce Class A expenses to 1.75% of the average daily net assets
attributable to Class A shares; the portion of fund expenses attributable to
Class Y shares will be reduced only to the extent such expenses are reduced for
Class A shares. This agreement is voluntary and temporary and may be revised
or terminated at any time.
<TABLE>
Class Y
<S> <C>
Management Fees 0.51%
Other Expenses 0.99%
Total Annual Fund Operating Expenses 1.50%
</TABLE>
EXAMPLE
This example helps you compare the costs of investing in the fund with the cost
of investing in other mutual funds. It assumes that: a) you invest $10,000 in
the fund for the time periods shown, b) you reinvest all dividends and
distributions, c) your investment has a 5% return each year and d) the fund's
operating expenses remain the same.
Although your actual costs may be higher or lower, under these assumptions your
costs would be:
NUMBER OF YEARS YOU OWN YOUR SHARES
-----------------------------------
1 3
- -------------------------------------------------------------
Class Y $177 $548
- -------------------------------------------------------------
<PAGE>
BASIC INFORMATION ABOUT THE FUND
OTHER INVESTMENT STRATEGIES
As discussed, the fund invests primarily in equity securities of U.S. companies
to seek long-term capital growth.
This section describes additional investments that the fund may make or
strategies that it may pursue to a lesser degree to achieve the fund's goal.
Some of the fund's secondary investment policies also entail risks. To learn
more about these investments and risks, you should obtain and read the statement
of additional information (SAI).
INVESTMENTS OTHER THAN U.S. EQUITY SECURITIES
The fund may invest up to 10% of its total assets (at the time of purchase) in
equity securities of non-U.S. corporate issuers and debt securities of non-U.S.
corporate and government issuers. The fund will not invest more
than 5% of its total assets (at the time of purchase) in the securities of
emerging markets issuers. The fund invests in non-U.S. securities to diversify
its portfolio when they offer similar or greater potential for capital
appreciation compared to U.S. securities. Investing in non-U.S. issuers may
involve unique risks compared to investing in securities of U.S. issuers.
The fund may invest the balance of its assets in debt securities of U.S.
corporate and government issuers. Generally the fund may acquire debt
securities that are investment grade, but the fund may invest up to 5% of its
total assets (at the time of purchase) in lower quality debt securities
including convertible debt securities. The fund invests in debt securities
when Pioneer believes they are consistent with the fund's investment
objective and offer the potential for capital growth, to diversify the fund'
portfolio or for greater liquidity.
Debt securities are subject to the risk of an issuer's inability to meet
principal or interest payments on its obligations. Factors that could contribute
to a decline in the market value of debt securities in the fund's portfolio
include rising interest rates or a reduction in the perceived creditworthiness
of the issuer of the securities. A debt security is investment grade if it is
rated in one of the top four categories by a nationally recognized securities
rating organization or determined to be of equivalent credit quality by Pioneer.
Debt securities rated below investment grade are commonly referred to as "junk
bonds" and are considered speculative. Below investment grade debt securities
involve greater risk of loss, are subject to greater price volatility and are
less liquid, especially during periods of economic uncertainty or change, than
higher-quality debt securities.
TEMPORARY INVESTMENTS
Normally, the fund invests substantially all of its assets to meet its
investment objective. The fund may invest the remainder of its assets in
securities with a remaining maturity of less than one year, cash equivalents or
may hold cash. For temporary defensive purposes, the fund may depart from its
principal investment strategies and invest part or all of its assets in these
securities. During such periods, the fund may not be able to achieve its
investment objective. The fund intends to adopt a defensive strategy only when
Pioneer believes common stocks have extraordinary risks due to political or
economic factors.
<PAGE>
DERIVATIVES
The fund may use futures, options and other derivatives. A derivative is a
security or instrument whose value is determined by reference to the value or
the change in value of one or more securities, currencies, indices or other
financial instruments. The fund does not use derivatives as a primary investment
technique and generally limits their use to hedging. However, the fund may use
derivatives for a variety of purposes, including:
o As a hedge against adverse changes in stock market prices, interest rates
or currency exchange rates
o As a substitute for purchasing or selling securities
o To increase the fund's return as a non-hedging strategy that
may be considered speculative
Even a small investment in derivatives can have a significant impact on the
fund's exposure to stock market values, interest rates or currency exchange
rates. If changes in a derivative's value do not correspond to changes in the
value of the fund's other investments, the fund may not fully benefit from or
could lose money on the derivative position. In addition, some derivatives
involve risk of loss if the person who issued the derivative defaults on its
obligation. Certain derivatives may be less liquid and more difficult to value.
<PAGE>
MANAGEMENT
PIONEER, THE FUND'S INVESTMENT ADVISER,
selects the fund's investments and oversees the fund's operations[.]
PIONEER GROUP
The Pioneer Group, Inc. and its subsidiaries are engaged in financial services
businesses in the United States and many foreign countries. As of December 31,
1998, the firm had more than $23 billion in assets under management worldwide
including more than $22 billion in U.S. mutual funds. The firm's U.S. mutual
fund investment history includes creating in 1928, one of the first
mutual funds. John F. Cogan, chairman of the board and president of The Pioneer
Group, Inc., owns approximately 14% of the firm. He is also an officer and
director of each of the Pioneer mutual funds.
INVESTMENT ADVISER
Pioneer manages a family of U.S. and international stock funds, bond funds and
money market funds. Pioneer is a subsidiary of The Pioneer Group, Inc. Its main
office is at 60 State Street, Boston, Massachusetts 02109.
PORTFOLIO MANAGER
Day-to-day management of the fund's portfolio is the responsibility of John A.
Carey. Mr. Carey is a senior vice president of Pioneer. He joined Pioneer in
1979 as an analyst and has been acting as a portfolio manager since 1986.
Mr. Carey is supported by a team of portfolio managers and analysts who
specialize in U.S. equity securities. This team provides research for the fund
and other Pioneer mutual funds with similar investment objectives or styles. Mr.
Carey and his team operate under the supervision of Theresa A. Hamacher. Ms.
Hamacher is chief investment officer of Pioneer. She joined Pioneer in 1997 and
has been an investment professional since 1984, most recently as chief
investment officer at another investment adviser.
<PAGE>
MANAGEMENT FEE
The fund pays Pioneer a fee for managing the fund and to cover the cost of
providing certain services to the fund. Pioneer's annual fee is 0.75% of the
fund's average daily net assets up to $1 billion and 0.70% of the assets over
$1 billion. The fee is normally computed daily and paid monthly.
DISTRIBUTOR AND TRANSFER AGENT
Pioneer Funds Distributor, Inc. is the fund's distributor. Pioneering Services
Corporation is the fund's transfer agent. The fund compensates the distributor
and transfer agent for their services. The distributor and the transfer agent
are subsidiaries of The Pioneer Group, Inc.
Year 2000
Information technology experts are concerned about computer and other electronic
systems' ability to process date-related information on and after January 1,
2000. This scenario, commonly referred to as the "Year 2000 problem," could have
an adverse impact on the fund and the provision of services to its shareowners.
Pioneer is addressing the Year 2000 problem with respect to its systems and
those used by the distributor and transfer agent. During 1999, Pioneer finished
addressing all material Year 2000 issues and participated in industry-wide
testing. The fund has obtained assurances from its other service providers
that they have taken appropriate Year 2000 measures and Pioneer continues to
monitor their efforts. Although the fund does not expect the Year 2000
problem to adversely impact it, the fund cannot guarantee that its, or the
fund's service providers', efforts will be successful.
<PAGE>
BUYING, EXCHANGING AND SELLING SHARES
NET ASSET VALUE
The fund's net asset value is the value of its portfolio of securities plus any
other assets minus its operating expenses and any other liabilities. The fund
calculates a net asset value for each class of shares every day the New York
Stock Exchange is open when regular trading closes (normally 4:00 p.m. Eastern
time).
The fund generally values its portfolio securities based on market prices or
quotations. When market prices are not available or are considered by Pioneer to
be unreliable, the fund may use an asset's fair value. Fair value is determined
in accordance with procedures approved by the fund's trustees. International
securities markets may be open on days when the U.S. markets are closed. For
this reason, the values of any international securities owned by the fund could
change on a day when you cannot buy or sell shares of the fund.
You buy or sell Class Y shares at the net asset value per share calculated on
the day of your transaction.
DISTRIBUTION OF CLASS Y SHARES
The distributor incurs the expenses of distributing the fund's Class Y shares,
none of which are reimbursed or paid for by the fund or the Class Y shareowners.
Distribution expenses include fees paid to broker-dealers which have sales
agreements with the distributor and other parties, advertising expenses and the
cost of printing and mailing prospectuses to potential investors.
The distributor or its affiliates may make payments out of their own resources
to dealers and other persons who distribute Class Y shares. Such payments
may be based upon the value of Class Y shares sold. The distributor may
impose conditions on the payment of such fees.
<PAGE>
OPENING YOUR ACCOUNT
If you are an individual or other non-institutional investor, open your Class Y
share account by completing an account application and sending it to the
transfer agent by mail or by fax. If you are any other type of investor, please
call the transfer agent to obtain a Class Y share account set-up kit and an
account number.
The transfer agent must receive your account application before you send your
initial check or federal funds wire. In addition, you must provide a bank wire
address of record when you establish your account.
If your shares are held in your investment firm's name, the options and services
available to you may be different from those discussed in this prospectus. Ask
your investment professional for more information.
ACCOUNT OPTIONS
Use your account application to select options and privileges for your account.
You can change your selections at any time by sending a completed account
options form to the transfer agent. You may be required to obtain a signature
guarantee to make certain changes to an existing account.
Call or write to the fund's transfer agent for account applications, account
options forms and other account information:
PIONEERING SERVICES CORPORATION
P.O. Box 9014
Boston, Massachusetts 02205-9014
Telephone 1-888-294-4480
TELEPHONE TRANSACTION PRIVILEGES
If your account is registered in your name, you can exchange or sell Class Y
shares by telephone. If you do not want your account to have telephone
transaction privileges, you must indicate that choice on your account
application or by writing to the transfer agent.
When you request a telephone transaction the transfer agent will try to confirm
that the request is genuine. The transfer agent records the call, requires the
caller to provide the personal identification number for the account and sends
you a written confirmation. The fund may implement other confirmation procedures
from time to time. Different procedures may apply if you have a non-U.S. account
or if your account is registered in the name of an institution, broker-dealer or
other third party.
[text box: telephone icon]
BY PHONE
If you want to place your telephone transaction by speaking to a shareowner
services representative, call 1-888-294-4480 between 9:00 a.m. and 6:00 p.m.
Eastern time on any weekday that the New York Stock Exchange is open. [end text
box]
<PAGE>
BUYING, EXCHANGING AND SELLING SHARES
GENERAL RULES ON BUYING, EXCHANGING AND SELLING YOUR FUND SHARES
SHARE PRICE
When you place an order to purchase, exchange or sell Class Y shares it must be
received in good order by the transfer agent or by your broker-dealer by the
close of regular trading on the New York Stock Exchange (currently 4:00 p.m.
Eastern time) in order to purchase shares at the price determined on that day.
If you place your order through a broker-dealer, you must place the order before
the close of regular trading on the New York Stock Exchange and your
broker-dealer must submit the order to the distributor prior to the
distributor's close of business (usually 5:30 p.m. Eastern time) for your share
price to be determined at the close of regular trading on the date your order is
received. Your broker-dealer is responsible for transmitting your order to the
distributor. In all other cases except as described below for wire transfers,
your share price will be calculated at the close of the New York Stock Exchange
after the distributor receives your order.
BUYING
You can buy Class Y shares at net asset value per share. The fund does not
impose any initial, contingent deferred or asset based sales charge on Class Y
shares. The distributor may reject any order until it has confirmed it in
writing and received payment.
MINIMUM INVESTMENT AMOUNT
Your initial Class Y share investment must be at least $5 million. This amount
may be invested in one or more of the Pioneer mutual funds that currently offer
Class Y shares. There is no minimum additional investment amount.
WAIVERS OF THE MINIMUM INVESTMENT AMOUNT
The fund will accept an initial investment of less than $5 million if:
(a) The investment is made by a trust company or bank trust department
which is initially investing at least $1 million in any of the Pioneer
mutual funds and, at the time of the purchase, such assets are held in
a fiduciary, advisory, custodial or similar capacity over which the
trust company or bank trust department has full or shared investment
discretion; or
(b) The investment is made by an employer-sponsored retirement plan that
meets the requirements of Sections 401, 403 or 457 of the Internal
Revenue Code, provided that[ ]the number of employees covered by the
plan is 5,000 or more, or the plan has assets of $25 million or more;
or
(c) The investment is at least $1 million in any of the Pioneer mutual
funds and the purchaser is an insurance company separate account; or
(d) The investment is made by an employer-sponsored retirement plan
established for the benefit of (1) employees of The Pioneer Group, Inc.
or employees of its affiliates, or (2) employees or the affiliates of
broker-dealers who have a Class Y shares sales agreement with the
distributor.
<PAGE>
EXCHANGING
You may exchange your Class Y shares for the Class Y shares of another Pioneer
mutual fund.
Your exchange request must be for at least $1,000 unless the fund you are
exchanging into has a different minimum. The fund allows you to exchange your
Class Y shares at net asset value without charging you either an initial or
contingent deferred sales charge.
Before you request an exchange, consider each fund's investment objective and
policies as described in the fund's prospectus.
SELLING
Your Class Y shares will be sold at net asset value per share next calculated
after the fund receives your request in good order. If a signature guarantee is
required, you must submit your request in writing.
The fund generally will send your sale proceeds by check, bank wire or
electronic funds transfer. Normally you will be paid within seven days. If you
recently purchased the shares being sold, the fund may delay payment of the sale
proceeds until your payment has cleared. This may take up to 15 calendar days
from the purchase date.
If you are selling shares from a nonretirement account or certain IRAs, you may
use any of the methods described below. If you are selling shares from a
retirement account other than an IRA, you must make your request in writing.
[text box]
GOOD ORDER MEANS THAT:
o You have provided adequate instructions
o There are no outstanding claims against your account
o There are no transaction limitations on your account
o If you have any fund share certificates, you submit them and they are signed
by each record owner exactly as the shares are registered
o Your request includes a signature guarantee if you:
- Are selling over $100,000 worth of shares and
o Want the sale proceeds sent to an address other than your bank
account of record or
o Want the sale proceeds made payable to someone other than the
account's record owners or
o The account registration, address of record or bank account of
record has changed within the last 30 days
- Are selling or exchanging over $5 million worth of shares
- Are transferring the sale proceeds to a Pioneer mutual fund account with
a different registration [end text box]
[text box: capital icon]
You may have to pay federal income taxes on a sale or an exchange.
[end text box]
<PAGE>
BUYING, EXCHANGING AND SELLING SHARES
BUYING SHARES
EXCHANGING SHARES
IN WRITING, BY MAIL OR BY FAX You can purchase Class Y shares by MAILING A
CHECK TO THE TRANSFER AGENT. Make your check payable to the fund. Neither
initial nor subsequent investments should be made by third party check. Your
check must be in U.S. dollars and drawn on a U.S. bank. Include in your
purchase request the fund's name, the account number and the name or
names in the account registration.
If you are registering an account in the name of a corporation or other
fiduciary, you must send your completed account set-up forms to the transfer
agent prior to making your initial purchase.
You can exchange Class Y shares by MAILING OR FAXING A LETTER OF INSTRUCTION TO
THE TRANSFER AGENT. You can exchange fund shares directly through the fund only
if your account is registered in your name. However, you may not fax an exchange
request for more than $5 million. Include in your letter:
o The names and signatures of all registered owners
o A signature guarantee for each registered owner if the amount of the
exchange is more than $5 million
o The name of the fund out of which you are exchanging and the name
of the fund into which you are exchanging
o The dollar amount or number of Class Y shares you are exchanging
BY PHONE OR WIRE BY WIRE
If you have an existing Class Y account, you MAY WIRE FUNDS TO PURCHASE CLASS Y
SHARES. Note, however, that:
o State Street Bank must receive your wire no later than 11:00 a.m.
Eastern time on the business day after the fund receives your request to
purchase shares
o If State Street Bank does not receive your wire by 11:00 a.m. Eastern time
on the next business day, your transaction will be canceled at your expense
and risk
o Wire transfers normally take two or more hours to complete and a fee may be
charged by the sending bank
o Wire transfers may be restricted on holidays and at certain other times
INSTRUCT YOUR BANK TO WIRE FUNDS TO:Receiving Bank:
State Street Bank
and Trust Company
225 Franklin Street
Boston, MA 02101
ABA Routing No. 011000028
For further credit to: Shareholder Name
Existing Pioneer Account No.
Pioneer Tax-Managed Fund
BY PHONE After you establish your Class Y account, YOU CAN EXCHANGE FUND
SHARES BY PHONE IF:
o You are using the exchange to establish a new account, provided the new
account has a registration identical to the original account
o The fund into which you are exchanging offers Class Y shares
o You are not exchanging more than $5 million worth of shares per account per
day
o You can provide the proper account identification information
THROUGH YOUR INVESTMENT FIRM
CONSULT YOUR INVESTMENT PROFESSIONAL FOR MORE INFORMATION.
CONSULT YOUR INVESTMENT PROFESSIONAL FOR MORE INFORMATION ABOUT EXCHANGING YOUR
SHARES.
<PAGE>
SELLING SHARES
You can sell some or all of your Class Y shares by WRITING DIRECTLY TO THE FUND
only if your account is registered in your name. Include in your request your
name, the fund's name, your fund account number, the dollar amount or number of
Class Y shares to be sold and any other applicable requirements as described
below.
o The transfer agent will send the sale proceeds to your address of
record unless you provide other instructions
o Your request must be signed by all registered owners
o The transfer agent will not process your request until it is received in
good order
BY FAX
o You may sell up to $5 million per account per day if the proceeds are
directed to your bank account of record
o You may sell up to $100,000 per account per day if the proceeds are not
directed to your bank account of record
BY PHONE
o You may sell up to $5 million per account per day if the proceeds are
directed to your bank account of record
o You may sell up to $100,000 per account per day if the proceeds are not
directed to your bank account of record
You may sell fund shares held in a retirement plan account by phone only if your
account is an IRA. You may not sell your shares by phone if you have changed
your address (for checks) or your bank information (for wires and transfers) in
the last 30 days.
You may receive your sale proceeds:
o By check, provided the check is made payable exactly as your account is
registered
o By bank wire or by electronic funds transfer, provided the sale
proceeds are being sent to your bank address of record
CONSULT YOUR INVESTMENT PROFESSIONAL FOR MORE INFORMATION. The fund has
authorized the distributor to act as its agent in the repurchase of fund shares
from qualified investment firms. The fund reserves the right to terminate this
procedure at any time.
[text box]
HOW TO CONTACT US
BY PHONE [telephone icon]
For information or to request a telephone transaction between 9:00 a.m. to 6:00
p.m. (Eastern time) by speaking with a shareholder services representative call
1-888-294-4480
To use FactFoneSM call
1-800-225-4321
BY MAIL [envelope icon]
Send your written instructions to: PIONEERING
SERVICES CORPORATION
P.O. Box 9014
Boston, Massachusetts 02205-9014
BY FAX [fax icon]
Fax your exchange and sale requests to:
1-888-294-4485
[end text box]
[text box]
EXCHANGE PRIVILEGE
The fund and the distributor reserve the right to refuse any exchange
request or restrict, at any time without notice, the number and/or
frequency of exchanges to prevent abuses of the exchange privilege.
Abuses include frequent trading in response to short-term market fluctuations
and a pattern of trading that appears to be an attempt to "time the market."
In addition, the fund and the distributor reserve the right, at any time
without notice, to charge a fee for exchanges or to modify, limit or
suspend the exchange privilege. The fund will provide 60 days' notice of
material amendments to or termination of the privilege. [end text box]
[text box]
OTHER REQUIREMENTS
If you must use a written request to exchange or sell your Class Y shares and
your account is registered in the name of a corporation or other fiduciary you
must include the name of an authorized person and a certified copy of a current
corporate resolution, certificate of incumbency or similar legal document
showing that the named individual is authorized to act on behalf of the record
owner. [end text box]
<PAGE>
BUYING, EXCHANGING AND SELLING SHARES
ACCOUNT OPTIONS
DISTRIBUTION OPTIONS
The fund offers three distribution options. Any fund shares you buy by
reinvesting distributions will be priced at the applicable net asset value per
share.
(1) Unless you indicate another option on your account application, any
dividends and capital gain distributions paid to you by the fund will
automatically be invested in additional fund shares.
(2) You may elect to have the amount of any dividends paid to you in cash
and any capital gain distributions reinvested in additional shares.
(3) You may elect to have the full amount of any dividends and/or capital
gain distributions paid to you in cash.
Options (2) or (3) are not available to retirement plan accounts or accounts
with a current value of less than $500.
If your distribution check is returned to the transfer agent or you do not cash
the check for six months or more, the transfer agent may reinvest the amount of
the check in your account and automatically change the distribution option on
your account to option (1) until you request a different option in writing.
These additional shares will be purchased at the then current net asset value.
SHAREOWNER SERVICES
FACTFONESM 1-800-225-4321 You can use FactFoneSM to:
o Obtain current information on your Pioneer mutual fund accounts
o Inquire about the prices and yields of all publicly available Pioneer
mutual funds
o Request account statements
If your account is registered in the name of a broker-dealer or other third
party, you may not be able to use FactFoneSM to obtain account information.
CONFIRMATION STATEMENTS
The transfer agent maintains an account for each investment firm or individual
shareowner and records all account transactions. You will be sent confirmation
statements showing the details of your transactions as they occur, except
automatic investment plan transactions, which are confirmed quarterly. If you
have more than one Pioneer mutual fund account registered in your name, the
Pioneer combined account statement will be mailed to you each quarter.
TAX INFORMATION
In January of each year, the fund will mail you information about the tax status
of the dividends and distributions paid to you by the fund.
PIONEER WEBSITE
WWW.PIONEERFUNDS.COM
The website includes a full selection of information on mutual fund investing.
You can also use the website to get:
o Your current account information
o Prices, returns and yields of all publicly available Pioneer mutual funds
o Prospectuses for all the Pioneer funds
<PAGE>
SHAREOWNER ACCOUNT POLICIES
SIGNATURE GUARANTEES AND OTHER REQUIREMENTS You are required to obtain a
signature guarantee when you are:
o Requesting certain types of exchanges or sales of fund shares
o Redeeming shares for which you hold a share certificate
o Requesting certain types of changes for your existing account
You can obtain a signature guarantee from most broker-dealers, banks, credit
unions (if authorized under state law) and federal savings and loan
associations. You cannot obtain a signature guarantee from a notary public.
Fiduciaries and corporations are required to submit additional documents to sell
fund shares.
MINIMUM ACCOUNT SIZE
The fund requires that you maintain a minimum account value of $500. If you hold
less than the minimum in your account because you have sold or exchanged some of
your shares, the fund will notify you of its intent to sell your shares and
close your account. You may avoid this by increasing the value of your account
to at least the minimum within six months of the notice from the fund.
TELEPHONE ACCESS
You may have difficulty contacting the fund by telephone during times of market
volatility or disruption in telephone service. If you are unable to reach the
fund by telephone, you should communicate with the fund in writing.
SHARE CERTIFICATES
Normally, your shares will remain on deposit with the transfer agent and
certificates will not be issued.
OTHER POLICIES
The fund may suspend transactions in shares when trading on the New York Stock
Exchange is closed or restricted, when an emergency exists that makes it
impracticable for the fund to sell or value its portfolio securities or with the
permission of the Securities and Exchange Commission.
The fund or the distributor may revise, suspend or terminate the account options
and services available to shareowners at any time.
The fund reserves the right to stop offering Class Y shares.
The fund reserves the right to redeem in kind by delivering portfolio securities
to a redeeming shareowner, provided that the fund must pay redemptions in cash
if a shareowner's aggregate redemptions in a 90 day period are less than
$250,000 or 1% of the fund's net assets.
<PAGE>
DIVIDENDS, CAPITAL GAINS AND TAXES
DIVIDENDS AND CAPITAL GAINS
The fund generally pays distributions of net short- and long-term capital gains
in November. The fund generally pays dividends from any net investment income
in December. The fund may also pay dividends and distributions at
other times if necessary for the fund to avoid federal income or excise tax. If
you invest in the fund close to the time that the fund makes a capital gains
distribution, generally you will pay a higher price per share and you will pay
taxes on the amount of the capital gains distribution whether you reinvest the
distribution or receive it as cash.
TAXES
For federal income tax purposes, your distributions from the fund's net
long-term capital gains are considered long-term capital gains and may be
taxable to you at different maximum rates depending upon their source and other
factors. Dividends and short-term capital gain distributions are taxable as
ordinary income. Dividends and distributions are taxable, whether you take
payment in cash or reinvest them to buy additional fund shares. You may also
have tax consequences (generally, a capital gain or loss) when you sell or
exchange fund shares. Each year the fund will mail to you information about your
dividends and distributions for, and the shares you sold in, the previous
calendar year.
You must provide your social security number or other taxpayer identification
number to the fund along with the certifications required by the Internal
Revenue Service when you open an account. If you do not or if it is otherwise
legally required to do so, the fund will withhold 31% "backup withholding" tax
from your dividends and distributions, sales proceeds and any other payments to
you.
You should ask your own tax adviser about any federal or state tax
considerations, including possible additional withholding taxes for non-U.S.
shareholders. You may also consult the fund's statement of additional
information for a more detailed discussion of federal income tax considerations
that may affect the fund and its shareowners.
[text box: capital icon]
Sales and exchanges may be taxable transactions to shareowners.
[end text box]
<PAGE>
PIONEER
TAX-MANAGED FUND
YOU CAN OBTAIN MORE FREE INFORMATION about the fund from your investment firm or
by writing to Pioneering Services Corporation, 60 State Street, Boston,
Massachusetts 02109. You may also call 1-888-294-4480.
SHAREOWNER REPORTS
Annual and semiannual reports to shareowners provide information about the
fund's investments. The annual report discusses market conditions and investment
strategies that significantly affected the fund's performance during its last
fiscal year.
STATEMENT OF ADDITIONAL INFORMATION
The statement of additional information provides more detailed information about
the fund. It is incorporated by reference into this prospectus.
VISIT OUR WEBSITE
www.pioneerfunds.com
You can also review the fund's shareowner reports, prospectus and statement
of additional information at the Commission's Public Reference Room in
Washington, D.C. Call 1-202-942-8090 for information. The Commission charges
a fee for copies. You can get the same information free from the Commission's
EDGAR database on the Internet (http://www.sec.gov). You may also e-mail
requests for these documents to [email protected] or make a request in writing
to the Commission's Public Reference Section, Washington, D.C. 20549-0102.
(Investment Company Act file no. 811-09585)
[Pioneer
logo] Pioneer Funds Distributor, Inc.
60 State Street
Boston, MA 02109 7289-00-1199
www.pioneerfunds.com (C) Pioneer Funds Distributor, Inc.
