PIONEER INCOME FUND INC/MA
497, 1996-11-25
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                                                            November 25, 1996


                        SUPPLEMENT TO THE PROSPECTUS OF:

                               PIONEER INCOME FUND
                              dated April 29, 1996

The Trustees of Pioneer Income Fund (the "Fund") have approved  certain  changes
to the Fund's operations including a change in the Fund's objective from current
income consistent with the preservation of capital to capital growth and current
income by actively  managing  investments  in a diversified  portfolio of equity
securities  and bonds and a new  management  contract  increasing the management
fee.  These changes have been  submitted for  shareholder  approval at a meeting
scheduled  to be held on January 14,  1997.  If approved  by  shareholders,  the
changes will take effect on February 1, 1997. In  connection  with the change in
investment objectives, the Fund will change its name to "Pioneer Balanced Fund."

EXPENSE INFORMATION

As more fully described below, the Fund has submitted for shareholder approval a
proposed   management  contract  under  which  the  management  fee  payable  to
Pioneering Management Corporation ("PMC") would be increased. Under the proposed
contract,  the "Annual Operating  Expenses" and the "Example" shown on page 2 of
the prospectus  would change as set forth below.  The  "Shareholder  Transaction
Expenses" shown on page 2 of the prospectus  would not change as a result of the
new contract.

The  information  in the table below is based on the Fund's actual  expenses for
the year ended December 31, 1995.  Management fees have been restated to reflect
the  management  fee  payable  under the  proposed  contract.  Under the current
management contract, actual management fees and total operating expenses for the
fiscal  year ended  December  31, 1995 were 0.48% and 1.11%,  respectively,  for
Class A shares  and  0.48%  and  1.78%,  respectively,  for  Class B and Class C
shares.  For Class C shares,  operating  expenses are based on estimated amounts
that would have been  incurred  if Class C shares had been  outstanding  for the
entire  fiscal year ended  December 31, 1995.  Class C shares were first offered
January 31, 1996.

Annual Fund Operating Expenses (As a Percentage of Average Net Assets):


                                     Class A      Class B      Class C
  Management Fee                     0.65%        0.65%        0.65%
  12b-1 Fees                         0.25%        1.00%        1.00%
  Other Expenses                     0.38%        0.30%        0.30%
                                     ----         ----         ----
  Total Operating Expenses           1.28%        1.95%        1.95%
                                     ====         ====         ====


Example:
         The following illustrates the expenses on a $1,000 investment, assuming
a 5% annual return and redemption at the end of each time period:
<PAGE>

                                             1 Year   3 Years  5 Years  10 Years
                                             ------   -------  -------  --------

Class A Shares                               $57      $84      $112     $193
Class B Shares
- -Assuming complete redemption at end
of period                                    $61      $94      $129     $217*
- -Assuming no redemption                      $21      $64      $109     $217*
Class C Shares**
- -Assuming complete redemption at end
of period                                    $31      $64      $109     $236
- -Assuming no redemption                      $21      $64      $109     $236
- ----------------------
  *Class  B  shares  convert  to  Class A shares  eight  years  after  purchase;
therefore, Class A expenses are used after year eight. **Class C shares redeemed
during  the first year are  subject to a 1%  contingent  deferred  sales  charge
("CDSC").

         The  example  above  assumes  the  reinvestment  of all  dividends  and
distributions  and  that the  percentage  amounts  listed  above  under  "Annual
Operating Expenses" remain the same each year.

THE  EXAMPLE  IS  DESIGNED  FOR  INFORMATION  PURPOSES  ONLY,  AND SHOULD NOT BE
CONSIDERED A  REPRESENTATION  OF FUTURE EXPENSE OR RETURN.  ACTUAL FUND EXPENSES
AND  RETURN  WILL VARY FROM YEAR TO YEAR AND MAY BE HIGHER OR LOWER  THAN  THOSE
SHOWN.

INVESTMENT OBJECTIVE AND POLICES

It is proposed that the Fund change its objective from current income consistent
with the  preservation  of  capital  to capital  growth  and  current  income by
actively  managing  investments in a diversified  portfolio of equity securities
and bonds.  If  shareholders  approve this change,  the Fund will  eliminate its
current policy of investing  only in  dividend-paying  common stocks,  preferred
stocks,  bonds and debentures,  which may or may not be convertible  into common
stocks.  In lieu of this  eliminated  investment  policy,  the Fund will adopt a
policy  that would  require  the Fund,  under  normal  circumstances,  to invest
between 35% and 65% of its total assets in each of (1) common stocks,  preferred
stocks and other securities with common stock characteristics and (2) bonds.

If the proposed change in objective is approved by  shareholders,  the Fund will
adopt a policy  permitting  it to invest  up to 25% of its total  assets in real
estate investment trusts ("REITs").  REITs are pooled investment  vehicles which
primarily  invest in  income  producing  real  estate  or real  estate  loans or
interests.  Investing in REITs involves certain risks including risks related to
general  and local  economic  conditions  and  risks  related  to an  individual
property.

Management  has also  proposed  changes  in a number  of the  Fund's  investment
policies  and  fundamental  investment  restrictions  set  forth  in the  Fund's
statement of additional information. None of these changes, however, is expected
to have a material effect on the Fund's current investment operations.

MANAGEMENT FEE

Under the proposed  management  contract,  as  compensation  for its  management
related  services and certain  expenses  which PMC incurs on behalf of the Fund,
the Fund would pay PMC a  management  fee equal to 0.65% of the  Fund's  average
daily net assets up to $1 billion, 0.60% of the next $4 billion and 0.55% of the
excess over $5 billion.



1196-3814
(C) Pioneer Funds Distributor, Inc.



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