Pioneer
Fund
Class A, Class B and Class C Shares
Prospectus
May 1, 1996
(revised September 3, 1996)
The investment objectives of Pioneer Fund ("the Fund") are reasonable income
and growth of capital. The Fund seeks to achieve these objectives by
investing in a broad list of carefully selected, reasonably priced
securities.
Fund returns and share prices fluctuate and the value of your account upon
redemption may be more or less than your purchase price. Shares in the Fund
are not deposits or obligations of, or guaranteed or endorsed by, any bank or
other depository institution, and the shares are not federally insured by the
Federal Deposit Insurance Corporation, the Federal Reserve Board or any other
government agency.
This Prospectus provides the information about the Fund that you should know
before investing in the Fund. Please read and retain it for your future
reference. More information about the Fund is included in the Statement of
Additional Information, dated May 1, 1996 (revised September 3, 1996), which
is incorporated into this Prospectus by reference. A copy of the Statement of
Additional Information and the Fund's Annual Report may be obtained free of
charge by calling Shareholder Services at 1-800-225-6292 or by written
request to the Fund at 60 State Street, Boston, Massachusetts 02109. Other
information about the Fund has been filed with the Securities and Exchange
Commission (the "SEC") and is available upon request and without charge.
TABLE OF CONTENTS PAGE
- -------- ------------------------------------------------ -------
I. EXPENSE INFORMATION 2
II. FINANCIAL HIGHLIGHTS 3
III. INVESTMENT OBJECTIVES AND POLICIES 3
IV. MANAGEMENT OF THE FUND 4
V. FUND SHARE ALTERNATIVES 5
VI. SHARE PRICE 6
VII. HOW TO BUY FUND SHARES 6
VIII. HOW TO SELL FUND SHARES 9
IX. HOW TO EXCHANGE FUND SHARES 10
X. DISTRIBUTION PLANS 11
XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION 12
XII. SHAREHOLDER SERVICES 12
Account and Confirmation Statements 13
Additional Investments 13
Automatic Investment Plans 13
Financial Reports and Tax Information 13
Distribution Options 13
Directed Dividends 13
Direct Deposit 13
Voluntary Tax Withholding 13
Telephone Transactions and Related
Liabilities 13
FactFone(SM) 14
Telecommunications Device for the Deaf (TDD) 14
Retirement Plans 14
Systematic Withdrawal Plans 14
Reinstatement Privilege (Class A Shares Only) 14
XIII. THE FUND 14
XIV. INVESTMENT RESULTS 15
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
I. EXPENSE INFORMATION
This table is designed to help you understand the charges and expenses that
you, as a shareholder, will bear directly or indirectly when you invest in
the Fund. The table reflects expenses based on actual Class A expenses for
the fiscal year ended December 31, 1995. Management fees have been restated
to reflect the maximum, basic and minimum fees payable to Pioneering
Management Corporation ("PMC") under the most recently approved management
contract. See "Management of the Fund." Actual management fees and total
operating expenses for the fiscal year ended December 31, 1995 were 0.46% and
0.94%, respectively, under a management contract previously in effect. For
Class B and Class C shares, operating expenses are based on estimated
expenses that would have been incurred if such shares had been outstanding
for the entire fiscal year ended December 31, 1995.
Shareholder Transaction
Expenses: Class A Class B+ Class C+
Maximum Initial Sales
Charge on Purchases
(as a percentage of
offering price) 5.75%(1) None None
Maximum Sales Charge on
Reinvestment
of Dividends None None None
Maximum Deferred Sales
Charge (as a
percentage of original
purchase price or
redemption proceeds, as
applicable) None(1) 4.00% 1.00%
Redemption fee(2) None None None
Exchange fee None None None
Annual Operating Expenses
(as a percentage of
average net assets):
Management Fee
--------------------------
Class A Shares Basic Maximum Minimum
Management fee 0.60% 0.70% 0.50%
12b-1 fees 0.18% 0.18% 0.18%
Other Expenses (including accounting
and transfer agent fees, custodian
fees and printing expenses) 0.31% 0.31% 0.31%
-- ---- ------
Total Operating Expenses 1.09% 1.19% 0.99%
== ==== ======
Class B Shares Basic Maximum Minimum
Management fee 0.60% 0.70% 0.50%
12b-1 fees 1.00% 1.00% 1.00%
Other Expenses (including transfer
agent fee, custodian fees and
accounting and printing expenses) 0.33% 0.33% 0.33%
-- ---- ------
Total Operating Expenses 1.93% 2.03% 1.83%
== ==== ======
Class C Shares Basic Maximum Minimum
Management fee 0.60% 0.70% 0.50%
12b-1 fees 1.00% 1.00% 1.00%
Other Expenses (including transfer
agent fee, custodian fees and
accounting and printing expenses) 0.33% 0.33% 0.33%
-- ---- ------
Total Operating Expenses 1.93% 2.03% 1.83%
== ==== ======
+ Class B and Class C shares will first be offered on July 1, 1996.
(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 ("CDSC") as further described under
"How to Sell Fund Shares."
(2) Separate fees (currently $10 and $20, respectively) apply to domestic or
international wire transfers of redemption proceeds.
Example:
You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return with or without redemption at the end of each time period:
1 Year 3 Years 5 Years 10 Years
------- -------- -------- ----------
Class A Shares
Management Fee
Basic $68 $90 $114 $183
Maximum $69 $93 $119 $194
Minimum $67 $87 $109 $172
Class B Shares*
- --Assuming complete redemption at end of period
Management Fee
Basic $60 $91 $124 $204
Maximum $61 $94 $129 $215
Minimum $58 $98 $119 $193
- --Assuming no
redemption
Management Fee
Basic $20 $61 $104 $204
Maximum $21 $64 $109 $215
Minimum $18 $58 $ 99 $193
Class C shares**
- --Assuming complete redemption at end of period
Management Fee
Basic $30 $61 $104 $225
Maximum $31 $64 $109 $235
Minimum $29 $58 $ 99 $215
- --Assuming no
redemption
Management Fee
Basic $20 $61 $104 $225
Maximum $21 $64 $109 $235
Minimum $20 $58 $ 99 $215
*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 after purchase are subject to
a 1% CDSC.
The example above assumes reinvestment of all dividends and distributions and
that the percentage amounts listed under "Annual Operating Expenses" remain
the same each year.
The example is designed for informational purposes only, and should not be
considered a representation of past or future expenses or return. Actual Fund
expenses and return vary from year to year and may be higher or lower than
those shown.
For further information regarding management fees, 12b-1 fees and other
expenses of the Fund, see "Management of the Fund," "Distribution Plans" and
"How To Buy Fund Shares" in this Prospectus and "Management of the Fund" and
"Underwriting Agreement and Distribution Plans" in the Statement of
Additional Information. The Fund's payment of a 12b-1 fee may result in
long-term shareholders indirectly paying more than the economic equivalent of
the maximum sales charge permitted under the Conduct Rules of the National
Association of Securities Dealers Inc. ("NASD").
The maximum sales charge is reduced on purchases of specified amounts of
Class A shares and the value of shares owned in other Pioneer mutual funds is
taken into account in determining the applicable sales charge. See "How to
Buy Fund Shares." No sales charge is applied to exchanges of shares of the
Fund for shares of other publicly available Pioneer mutual funds. See "How to
Exchange Fund Shares."
2
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II. FINANCIAL HIGHLIGHTS
The following information has been audited by Arthur Andersen LLP,
independent public accountants. Arthur Andersen LLP's report on the Fund's
financial statements as of December 31, 1995 appears in the Fund's Annual
Report which is incorporated by reference into the Statement of Additional
Information. The information listed below should be read in conjunction with
the financial statements contained in the Fund's Annual Report. Class B and
Class C shares are new classes of shares; no financial highlights exist for
either Class B or Class C shares. The Annual Report includes more information
about the Fund's performance and is available free of charge by calling
Shareholder Services at 1-800-225-6292.
Pioneer Fund
Selected Data for a Class A Share Outstanding Throughout Each Period:
Year Ended December 31,
----------------------------------------------
1995 1994 1993 1992
-------- -------- -------- ----------
Net asset value,
beginning of period $21.32 $23.25 $21.51 $20.24
Increase/decrease from
investment operations:
Net investment income $0.49 $0.49 $0.47 $0.50
Net realized and
unrealized gain (loss)
on investments 5.13 (0.63) 2.57 2.22
Total increase/decrease
from investment
operations $5.62 $(0.14) $3.04 $2.72
Distribution to
shareholders from:
Net investment income (0.49) (0.49) (0.47) (0.50)
Net realized capital
gains (2.09) (1.30) (0.83) (0.95)
Net increase (decrease) in
net asset value $3.04 $(1.93) $1.74 $1.27
Net asset value, end of
period $24.36 $21.32 $23.25 $21.51
Total return* 26.64% (0.57%) 14.23% 13.60%
Ratio of net operating
expenses to average net
assets 0.95%+ 0.94% 0.95% 0.98%
Ratio of net investment
income to average net
assets 2.01%+ 2.13% 2.04% 2.33%
Portfolio turnover rate 31% 20% 12% 13%
Net assets, end of period
(in thousands) $2,466,098 $2,011,051 $2,042,945 $1,786,031
Ratios assuming reduction
for fees paid
indirectly:
Net operating expenses 0.94%
Net investment income 2.02%
<TABLE>
<CAPTION>
1991 1990 1989 1988 1987 1986
------- ------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $18.79 $23.28 $20.34 $18.48 $19.72 $23.13
Increase/decrease from
investment operations:
Net investment income $0.61 $0.67 $0.61 $0.63 $0.62 $0.56
Net realized and
unrealized gain (loss)
on investments 3.49 (3.10) 4.09 2.72 0.41 1.95
Total increase/decrease
from investment
operations $4.10 $(2.43) $4.70 $3.35 $1.03 $2.51
Distribution to
shareholders from:
Net investment income (0.61) (0.67) (0.68) (0.62) (0.61) (0.67)
Net realized capital gains (2.04) (1.39) (1.08) (0.87) (1.66) (5.25)
Net increase (decrease) in
net asset value $1.45 $(4.49) $2.94 $1.86 $(1.24) $(3.41)
Net asset value, end of
period $20.24 $18.79 $23.28 $20.34 $18.48 $19.72
Total return* 22.76% (10.52%) 23.39% 18.33% 5.44% 11.49%
Ratio of net operating
expenses to average net
assets 0.87% 0.78% 0.75% 0.76% 0.70% 0.70%
Ratio of net investment
income to average net
assets 2.87% 3.15% 2.60% 3.03% 2.75% 2.44%
Portfolio turnover rate 22% 17% 6% 11% 14% 31%
Net assets, end of period
(in thousands) $1,614,567 $1,395,520 $1,618,320 $1,409,755 $1,272,118 $1,302,120
</TABLE>
Ratios assuming reduction for fees paid indirectly:
Net operating expenses
Net investment income
+Ratios assuming no reduction for fees paid indirectly.
*Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all dividends and distributions, and the complete
redemption of the investment at the net asset value at the end of each
period and no sales charges. Total return would be reduced if sales charges
were taken into account.
III. INVESTMENT OBJECTIVES AND POLICIES
The investment objectives of the Fund are reasonable income and growth of
capital. The Fund seeks these objectives by investing in a broad list of
carefully selected, reasonably priced securities rather than investing in
securities whose prices reflect a premium from their current market
popularity. Most of the Fund's assets are invested in common stocks and other
equity securities such as preferred stocks and securities convertible into
common stock, but the Fund may also invest in debt securities and cash
equivalent investments.
The largest portions of the Fund's portfolio are invested in securities that
have paid dividends within the preceding twelve months, but some non-income
producing securities are held for anticipated increases in value. Assets of
the Fund are substantially fully invested at all times because management
avoids speculating on broad changes in the level of the market.
Whenever the Fund wishes to obtain funds not otherwise available for the
purchase of an attractive security, it pursues the policy of selling that
security in its portfolio which seems the least attractive security owned.
The resulting rate of turnover of the portfolio is not considered an
important factor. See "Financial Highlights" for the Fund's actual turnover
rate. The Fund does not purchase and sell securities for short-term profits;
however, securities are sold without regard to the time they have been held
whenever selling seems advisable.
The Fund may enter into repurchase agreements with banks and broker-dealers,
generally not exceeding seven days. Such repurchase agreements will be fully
collateralized with United States ("U.S.") Treasury and/or Agency obligations
with a market value of not less than 100% of the obligation, valued daily.
Collateral will be held in a segregated, safekeeping account for the benefit
of the Fund. In the event that a repurchase agreement is not fulfilled, the
Fund could suffer a loss to the extent that the value of the collateral falls
below the repurchase price.
The Fund may write (sell) covered call options in standard contracts traded
on national securities exchanges or those which may be quoted on the Nasdaq
market, provided that it continues to own the securities covering each call
until the
3
<PAGE>
call has been exercised or has expired, or until the Fund has purchased a
closing call to offset the obligation to deliver securities for the call it
has written. The Fund does not expect to write (sell) covered call options
with an aggregate market value exceeding 5% of the Fund's total assets in the
foreseeable future. See the Statement of Additional Information for
information regarding the Fund's ability to write (sell) covered call
options.
The Fund may invest in foreign securities if purchases of such securities are
otherwise consistent with the fundamental policies of the Fund. As a matter
of practice, however, the Fund does not invest in foreign securities if there
appears to be a substantial risk to the issuer of such securities of
nationalization, confiscation or other national restrictions. In connection
with its investments in foreign securities and in order to protect itself
against uncertainty in future exchange rates, the Fund may engage in foreign
currency exchange transactions.
The Fund's fundamental investment objectives and the fundamental investment
restrictions set forth in the Statement of Additional Information may not be
changed without shareholder approval. Certain other investment policies,
strategies and restrictions on investment are noted throughout the Prospectus
and are set forth in the Statement of Additional Information. These
non-fundamental investment policies, strategies and restrictions may be
changed at any time by a vote of the Board of Trustees. Other investment
policies and restrictions on investments are described in the Statement of
Additional Information include a policy on lending portfolio securities, and
a restriction that the Fund will not invest more than 5% of its net assets in
debt securities, including convertible securities, which are rated less than
investment grade or the equivalent. Since all investments are subject to
inherent market risks and fluctuations in value due to earnings, economic
conditions and other factors, the Fund, of course, cannot assure that its
investment objectives will be achieved.
IV. MANAGEMENT OF THE FUND
The Fund's Board of Trustees has overall responsibility for management and
supervision of the Fund. There are currently eight Trustees of the Fund, six
of whom are not "interested persons" of the Fund as defined in the Investment
Company Act of 1940 (the "1940 Act"), as amended. The Board meets at least
quarterly. By virtue of the functions performed by PMC as investment adviser,
the Fund requires no employees other than its executive officers, all of whom
receive their compensation from PMC or other sources. The Statement of
Additional Information contains the names of and general background
information regarding each Trustee and executive officer of the Fund.
The Fund is managed under a contract with PMC. PMC serves as investment
adviser to the Fund and is responsible for the overall management of the
Fund's business affairs, subject only to the authority of the Fund's Board of
Trustees. PMC is a wholly-
owned subsidiary of The Pioneer Group, Inc. ("PGI"), a Delaware corporation.
PGI's indirect wholly-owned subsidiary, Pioneer Funds Distributor, Inc.
("PFD"), is the principal underwriter of shares of the Fund.
Each domestic equity portfolio managed by PMC, including the Fund, is
overseen by the Domestic Equity Portfolio Management Committee, which
consists of PMC's most senior domestic equity professionals. The Committee is
chaired by Mr. David Tripple, PMC's President and Chief Investment Officer
and Executive Vice President of each of the Funds. Mr. Tripple joined PMC in
1974 and has had general responsibility for PMC's investment operations and
specific portfolio assignments for over five years. Day-to-day management of
the Fund has been the responsibility of John A. Carey, Vice President of the
Fund and PMC, since February 1987. Mr. Carey joined PMC in 1979.
John F. Cogan, Jr., Chairman and President of the Fund, Chairman of PFD, and
President and a Director of PGI and Chairman of PMC, owned approximately 14%
of the outstanding capital stock of PGI as of the date of this Prospectus.
In addition to the Fund, PMC also manages and serves as the investment
adviser for other mutual funds and is an investment adviser to certain other
institutional accounts. PMC's and PFD's executive offices are located at 60
State Street, Boston, Massachusetts 02109. In an effort to avoid conflicts of
interest with the Fund, the Fund and PMC have adopted a Code of Ethics that
is designed to maintain a high standard of personal conduct by directing that
all personnel defer to the interests of the Fund and its shareholders in
making personal securities transactions.
Under the terms of its contract with the Fund, PMC assists in the management
of the Fund and is authorized in its discretion to buy and sell securities
for the account of the Fund. PMC pays all the expenses, including executive
salaries and the rental of office space relating to its services for the
Fund, with the exception of the following, which are paid by the Fund: (a)
charges and expenses for fund accounting, pricing and appraisal services and
related overhead, including, to the extent such services are performed by
personnel of PMC or its affiliates, office space and facilities and personnel
compensation, training and benefits; (b) the charges and expenses of
auditors; (c) the charges and expenses of any custodian, transfer agent, plan
agent, dividend disbursing agent and registrar appointed by the Trust with
respect to the Fund; (d) issue and transfer taxes, chargeable to the Fund in
connection with securities transactions to which the Fund is a party; (e)
insurance premiums, interest charges, dues and fees for membership in trade
associations, and all taxes and corporate fees payable by the Fund to
federal, state or other governmental agencies; (f) fees and expenses involved
in registering and maintaining registrations of the Fund and/or its shares
with the SEC, individual states or blue sky securities agencies, territories
and foreign countries, including the preparation of Prospectuses and
Statements of Additional Information for filing with regulatory agencies; (g)
all expenses of shareholders' and Trustees' meetings and of preparing,
printing and distributing prospectuses, notices, proxy statements and all
reports to shareholders and to governmental agencies; (h) charges and
expenses of legal counsel to the Fund and the Trustees; (i) distribution fees
paid by the Fund in accordance with Rule 12b-1 promulgated by the SEC
pursuant to the 1940 Act; (j) compensation of those Trustees of the Trust who
are not affiliated with or interested persons of PMC, the Trust (other than
as Trustees), PGI or PFD; (k) the cost of preparing and printing share
certificates; and (l) interest on borrowed money, if any. The Fund also pays
all brokers' and underwriting commissions
4
<PAGE>
chargeable to the Fund in connection with its portfolio transactions.
Orders for the Fund's portfolio securities transactions are placed by PMC,
which strives to obtain the best price and execution for each transaction. In
circumstances where two or more broker-dealers are in a position to offer
comparable prices and execution, consideration may be given to whether the
broker-dealer provides brokerage or research services or sells shares of the
Pioneer mutual funds. See the Statement of Additional Information for a
further description of PMC's brokerage allocation practices.
Management Fee
As compensation for its management services and certain expenses which PMC
incurs on behalf of the Fund, the Fund pays PMC a management fee that is
comprised of two components. The first component is a basic fee equal to
0.60% per annum of the Fund's average daily net assets (the "Basic Fee"). The
second component is a performance fee adjustment.
Computing the Performance Fee Adjustment. The Basic Fee is subject to an
upward or downward adjustment, depending on whether, and to what extent, the
investment performance of the Fund for the performance period exceeds, or is
exceeded by, the record of the index determined by the Fund to be appropriate
over the same period. The Trustees have designated the Lipper Growth and
Income Funds Index (the "Index") for this purpose. The Index represents the
arithmetic mean performance (i.e., equally weighted) of the thirty largest
funds with a growth and income investment objective.
The performance period consists of the current month and the prior 35 months
("performance period"). Each percentage point of difference (up to a maximum
of \+10) is multiplied by a performance adjustment rate of 0.01%. Thus, the
maximum annualized adjustment rate is \+0.10%. This performance comparison is
made at the end of each month. An appropriate percentage of this rate (based
upon the number of days in the current month) is then multiplied by the
Fund's average net assets for the entire performance period, giving a dollar
amount that will be added to (or subtracted from) the Basic Fee.
The Fund's performance is calculated based on its net asset value per share.
For purposes of calculating the performance adjustment, any dividends or
capital gains distributions paid by the Fund are treated as if reinvested in
Fund shares at the net asset value per share as of the record date for
payment. The record for the Index is based on change in value and is adjusted
for any cash distributions from the companies whose securities comprise the
Index.
Because the adjustment to the Basic Fee is based on the comparative
performance of the Fund and the record of the Index, the controlling factor
is not whether Fund performance is up or down, but whether it is up or down
more or less than the record of the Index. Moreover, the comparative
investment record of the Fund is based solely on the relevant performance
period without regard to the cumulative performance over a longer or shorter
period of time.
From time to time, the Trustees may determine that another securities index
is a more appropriate benchmark than the Index for purposes of evaluating the
performance of the Fund. In such event, a successor index may be substituted
for the Index. However, the calculation of the performance adjustment for any
portion of the performance period prior to the adoption of the successor
index would still be based upon the Fund's performance compared to the Index.
The Fund's current management contract with PMC became effective May 1, 1996.
Under the terms of the contract, beginning on May 1, 1996 the Fund will pay
management fees at a rate equal to the Basic Fee plus or minus the amount of
the performance adjustment for the current month and the preceding 35 months.
At the end of each succeeding month, the performance period will roll forward
one month so that it is always a 36-month period consisting of the current
month and the prior 35 months as described above. If including the initial
rolling performance period (that is, the period prior to the effectiveness of
the management contract), has the effect of increasing the Basic Fee for any
month, such aggregate prior results will be treated as Index neutral for
purposes of calculating the performance adjustment for such month. Otherwise,
the performance adjustment will be made as described above.
The Basic Fee is computed daily, the performance fee adjustment is calculated
once per month and the entire management fee is normally paid monthly.
Until May 1, 1996, as compensation for its management services and certain
expenses which PMC incurred, PMC was entitled to a management fee equal to
0.50% per annum of the Fund's average daily net assets up to $250 million,
0.48% of the next $50 million and 0.45% of the excess over $300 million. The
fee was normally computed daily and paid monthly. During the fiscal year
ended December 31, 1995, the Fund incurred expenses of approximately
$21,453,000, including management fees paid or payable to PMC of
approximately $10,330,000.
V. FUND SHARE ALTERNATIVES
The Fund continuously offers three Classes of shares designated as Class A,
Class B and Class C shares, as described more fully in "How to Buy Fund
Shares." If you do not specify in your instructions to the Fund which Class
of shares you wish to purchase, exchange or redeem, the Fund will assume that
your instructions apply to Class A shares.
Class A Shares. If you invest less than $1 million in Class A shares, you
will pay an initial sales charge. Certain purchases may qualify for reduced
initial sales charges. If you invest $1 million or more in Class A shares, no
sales charge will be imposed at the time of purchase, however, shares
redeemed within 12 months of purchase may be subject to a CDSC. Class A
shares are subject to distribution and service fees at a combined annual rate
of up to 0.25% of the Fund's average daily net assets attributable to Class A
shares.
Class B Shares. If you plan to invest up to $250,000, Class B shares are
available to you. Class B shares are sold without an initial sales charge,
but are subject to a CDSC of up to 4% if redeemed within six years. Class B
shares are subject to distribution and service fees at a combined annual rate
of 1.00% of the Fund's average daily net assets attribut-
5
<PAGE>
able to Class B shares. Your entire investment in Class B shares is
available to work for you from the time you make your investment, but the
higher distribution fee paid by Class B shares will cause your Class B shares
(until conversion) to have a higher expense ratio and to pay lower dividends,
to the extent dividends are paid, than Class A shares. Class B shares will
automatically convert to Class A shares, based on relative net asset value,
eight years after the initial purchase.
Class C Shares. Class C shares are sold without an initial sales charge,
but are subject to a 1% CDSC if they are redeemed within the first year after
purchase. Class C shares are subject to distribution and service fees at a
combined annual rate of up to 1.00% of the Fund's average daily net assets
attributable to Class C shares. Your entire investment in Class C shares is
available to work for you from the time you make your investment, but the
higher distribution fee paid by Class C shares will cause your Class C shares
to have a higher expense ratio and to pay lower dividends, to the extent
dividends are paid, than Class A shares. Class C shares have no conversion
feature.
Selecting a Class of Shares. The decision as to which Class to purchase
depends on the amount you invest, the intended length of the investment and
your personal situation. If you are making an investment that qualifies for
reduced sales charges, you might consider Class A shares. If you prefer not
to pay an initial sales charge on an investment of $250,000 or less and you
plan to hold the investment for at least six years, you might consider Class
B shares. If you prefer not to pay an initial sales charge and you plan to
hold your investment for one to eight years, you may prefer Class C shares.
Investment dealers or their representatives may receive different
compensation depending on which Class of shares they sell. Shares may be
exchanged only for shares of the same Class of another Pioneer mutual fund
and shares acquired in the exchange will continue to be subject to any CDSC
applicable to the shares of the Pioneer mutual fund originally purchased.
Shares sold outside the U.S. to persons who are not U.S. citizens may be
subject to different sales charges, CDSCs and dealer compensation
arrangements in accordance with local laws and business practices.
VI. SHARE PRICE
Shares of the Fund are sold at the public offering price, which is the net
asset value per share, plus any applicable sales charge. The net asset value
per share of each Class of Fund shares is determined by dividing the value of
its assets, less liabilities attributable to that Class, by the number of
shares of that Class outstanding. The net asset value is computed once daily,
on each day the New York Stock Exchange (the "Exchange") is open, as of the
close of regular trading on the Exchange.
Securities are valued at the last sale price on the principal exchange or
market where they are traded. Securities which have not traded on the date of
valuation or securities for which sales prices are not generally reported are
valued at the mean between the current bid and asked prices. Securities
quoted in foreign currencies are converted to U.S. dollars utilizing foreign
exchange rates employed by the Fund's independent pricing services.
Generally, trading in foreign securities is substantially completed each day
at various times prior to the close of the Exchange. The values of such
securities used in computing the net asset value of the Fund's shares are
determined as of such times. Foreign currency exchange rates are also
generally determined prior to the close of the Exchange. Occasionally, events
which affect the values of such securities and such exchange rates may occur
between the times at which they are determined and the close of the Exchange
and will therefore not be reflected in the computation of the Fund's net
asset value. If events materially affecting the value of such securities
occur during such period, then these securities are valued at their fair
value as determined in good faith by the Trustees. All assets of the Fund for
which there is no other readily available valuation method are valued at
their fair value as determined in good faith by the Trustees.
VII. HOW TO BUY FUND SHARES
You may buy Fund shares from any securities broker-dealer which has a sales
agreement with PFD. If you do not have a securities broker-dealer, please
call 1-800-225-6292. Shares will be purchased at the public offering price,
that is, the net asset value per share plus any applicable sales charge, next
computed after receipt of a purchase order, except as set forth below.
The minimum initial investment is $50 for Class A share accounts and $1,000
for Class B and Class C share accounts, except as specified below. Separate
minimum investment requirements apply to retirement plans and to telephone
and wire orders placed by broker-dealers; no sales charge or minimum
investment requirements apply to the reinvestment of dividends or capital
gains distributions. The minimum subsequent investment is $50 for Class A
shares and $500 for Class B and Class C shares except that the subsequent
minimum investment for Class B and Class C shares may be as little as $50 if
an automatic investment plan (see "Automatic Investment Plans") is
established.
The Fund has a minimum Class A account requirement of $500. As a new
purchaser, you will be given at least 24 months from your initial purchase to
increase the value of the Class A account to $500. See "How to Sell Fund
Shares."
Telephone Purchases. Your account is automatically authorized to have the
telephone purchase privilege unless you indicated otherwise on your Account
Application or by writing to Pioneering Services Corporation ("PSC"). The
telephone purchase option may be used to purchase additional shares for an
existing mutual fund account; it may not be used to establish a new account.
Proper account identification will be required for each telephone purchase. A
maximum of $25,000 per account may be purchased by telephone each day. The
telephone purchase privilege is available to Individual Retirement Accounts
("IRAs") but may not be available to other types of retirement plan accounts.
Call PSC for more information.
You are strongly urged to consult with your financial representative prior to
requesting a telephone purchase. To purchase shares by telephone, you must
establish your bank
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account of record by completing the appropriate section of your Account
Application or an Account Options Form. PSC will electronically debit the
amount of each purchase from this predesignated bank account. Telephone
purchases may not be made for 30 days after the establishment of your bank of
record or any change to your bank information.
Telephone purchases will be priced at the net asset value plus any applicable
sales charge next determined after PSC's receipt of a telephone purchase
instruction and receipt of good funds (usually three days after the purchase
instruction). You may always elect to deliver purchases to PSC by mail. See
"Telephone Transactions and Related Liabilities" for additional information.
Class A Shares
You may buy Class A shares at the public offering price, that is, at the net
asset value per share next computed after receipt of a purchase order, plus a
sales charge as follows:
Dealer
Sales Charge as % of Allowance
---------------------
Net as a % of
Offering Amount Offering
Amount of Purchase Price Invested Price
- --------------------- -------- --------- ------------
Less than $50,000 5.75% 6.10% 5.00%
$50,000 but less than
$100,000 4.50 4.71 4.00
$100,000 but less
than $250,000 3.50 3.63 3.00
$250,000 but less
than $500,000 2.50 2.56 2.00
$500,000 but less
than $1,000,000 2.00 2.04 1.75
$1,000,000 or more -0- -0- see below
No sales charge is payable at the time of purchase on investments of $1
million or more or on purchases in certain group plans (discussed below),
subject to a CDSC of 1% which may be imposed in the event of a redemption of
Class A shares within 12 months of purchase. See "How to Sell Fund Shares."
PFD may, in its discretion, pay a commission to broker-dealers who initiate
and are responsible for such purchases as follows: 1% on the first $5 million
invested; 0.50% on the next $45 million; and 0.25% on the excess over $50
million. These commissions will not be paid if the purchaser is affiliated
with the broker-dealer or if the purchase represents the reinvestment of a
redemption made during the previous 12 calendar months. Broker-dealers who
receive a commission in connection with Class A share purchases at net asset
value by 401(a) or 401(k) retirement plans with 1,000 or more eligible
participants or with at least $10 million in plan assets will be required to
return any commission paid or a pro rata portion thereof if the retirement
plan redeems its shares within 12 months of purchase. See also "How to Sell
Fund Shares." In connection with PGI's acquisition of Mutual of Omaha Fund
Management Company and contingent upon the achievement of certain sales
objectives, PFD may pay to Mutual of Omaha Investor Services, Inc. 50% of
PFD's retention of any sales commission on sales of the Fund's Class A shares
through such dealer. From time to time, PFD may elect to reallow the entire
initial sales charge to participating dealers for all Class A sales with
respect to which orders are placed during a particular period. Dealers to
whom substantially the entire sales charge is reallowed may be deemed to be
underwriters under the federal securities laws.
The schedule of sales charges above is applicable to purchases of Class A
shares of the Fund by (i) an individual, (ii) an individual, his or her
spouse and children under the age of 21 and (iii) a trustee or other
fiduciary of a trust estate or fiduciary account or related trusts or
accounts including pension, profit-sharing and other employee benefit trusts
qualified under Section 401 or 408 of the Internal Revenue Code of 1986, as
amended (the "Code"), although more than one beneficiary is involved. The
sales charge applicable to a current purchase of Class A shares of the Fund
by a person listed above is determined by adding the value of shares to be
purchased to the aggregate value (at current offering price) of shares of any
of the other Pioneer mutual funds previously purchased and then owned,
provided PFD is notified by such person or his or her broker-dealer each time
a purchase is made which would qualify.
Qualifying for a Reduced Sales Charge. Class A shares of the Fund may be
sold at a reduced or eliminated sales charge to certain group plans ("Group
Plans") under which a sponsoring organization makes recommendations to,
permits group solicitation of, or otherwise facilitates purchases by, its
employees, members or participants. Class A shares of the Fund may be sold to
401(k) retirement plans with 100 or more participants or at least $500,000 in
plan assets. Information about such arrangements is available from PFD.
Class A shares of the Fund may also be sold at net asset value per share
without a sales charge to: (a) current or former Trustees and officers of the
Fund and partners and employees of its legal counsel; (b) current or former
directors, officers, employees or sales representatives of PGI or its
subsidiaries; (c) current or former directors, officers, employees or sales
representatives of any subadviser or predecessor investment adviser to any
investment company for which PMC serves as investment adviser, and the
subsidiaries or affiliates of such persons; (d) current or former officers,
partners, employees or registered representatives of broker-dealers which
have entered into sales agreements with PFD; (e) members of the immediate
families of any of the persons above; (f) any trust, custodian, pension,
profit-sharing or other benefit plan of the foregoing persons; (g) insurance
company separate accounts; (h) certain "wrap accounts" for the benefit of
clients of financial planners adhering to standards established by PFD; (i)
other funds and accounts for which PMC or any of its affiliates serves as
investment adviser or manager; and (j) certain unit investment trusts. Shares
so purchased are purchased for investment purposes only and may not be resold
except through redemption or repurchase by or on behalf of the Fund. The
availability of this privilege depends upon the receipt by PFD of written
notification of eligibility. Class A shares of the Fund may be sold at net
asset value per share without a sales charge to Optional Retirement Program
(the "Program") participants if (i) the employer has authorized a limited
number of investment company providers for the Program, (ii) all authorized
investment company providers offer their shares to Program participants at
net asset value, (iii) the employer has agreed in writing to actively promote
the authorized investment providers to Program participants and (iv) the
Program provides for a matching contribution for each participant
contribution. Class A
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<PAGE>
shares of the Fund may also be sold at net asset value without a sales charge
in connection with certain reorganization, liquidation or acquisition
transactions involving other investment companies or personal holding
companies.
Reduced sales charges for Class A shares are available through an agreement
to purchase a specified quantity of Fund shares over a designated 13-month
period by completing the "Letter of Intention" section of the Account
Application. Information about the Letter of Intention procedure, including
its terms, is contained in the Account Application as well as in the
Statement of Additional Information.
Investors who are clients of a broker-dealer with a current sales agreement
with PFD may purchase Class A shares of the Fund at net asset value, without
a sales charge, to the extent that the purchase price is paid out of proceeds
from one or more redemptions by the investor of shares of certain other
mutual funds. In order for a purchase to qualify for this privilege, the
investor must document to the broker-dealer that the redemption occurred
within 60 days immediately preceding the purchase of shares of the Fund; that
the client paid a sales charge on the original purchase of the shares
redeemed; and that the mutual fund whose shares were redeemed also offers net
asset value purchases to redeeming shareholders of any of the Pioneer mutual
funds. Further details may be obtained from PFD.
Class B Shares
You may buy Class B shares at net asset value without the imposition of an
initial sales charge; however, Class B shares redeemed within six years of
purchase will be subject to a CDSC at the rates shown in the table below. The
charge will be assessed on the amount equal to the lesser of the current
market value or the original purchase cost of the shares being redeemed. No
CDSC will be imposed on increases in account value above the initial purchase
price, including shares derived from the reinvestment of dividends or capital
gains distributions.
The amount of the CDSC, if any, will vary depending on the number of years
from the time of purchase until the time of redemption of Class B shares. For
the purpose of determining the number of years from the time of any purchase,
all payments during a quarter will be aggregated and deemed to have been made
on the first day of that quarter. In processing redemptions of Class B
shares, the Fund will first redeem shares not subject to any CDSC, and then
shares held longest during the six-year period. As a result, you will pay the
lowest possible CDSC.
The CDSC for Class B shares subject to a CDSC upon redemption will be
determined as follows:
Year Since CDSC as a Percentage of Dollar
Purchase Amount Subject to CDSC
- -------------------------- --------------------------------
First 4.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter none
Proceeds from the CDSC are paid to PFD and are used in whole or in part to
defray PFD's expenses related to providing distribution-related services to
the Fund in connection with the sale of Class B shares, including the payment
of compensation to broker-dealers.
Class B shares will automatically convert into Class A shares at the end of
the calendar quarter that is eight years after the purchase date, except as
noted below. Class B shares acquired by exchange from Class B shares of
another Pioneer mutual fund will convert into Class A shares based on the
date of the initial purchase and the applicable CDSC. Class B shares acquired
through reinvestment of distributions will convert into Class A shares based
on the date of the initial purchase to which such shares relate. For this
purpose, Class B shares acquired through reinvestment of distributions will
be attributed to particular purchases of Class B shares in accordance with
such procedures as the Trustees may determine from time to time. The
conversion of Class B shares to Class A shares is subject to the continuing
availability of a ruling from the Internal Revenue Service ("IRS") that such
conversions will not constitute taxable events for federal tax purposes. The
conversion of Class B shares to Class A shares will not occur if such ruling
is not available and, therefore, Class B shares would continue to be subject
to higher expenses than Class A shares for an indeterminate period.
Class C Shares
You may buy Class C shares at net asset value without the imposition of an
initial sales charge; however, Class C shares redeemed within one year of
purchase will be subject to a CDSC of 1.00%. The charge will be assessed on
the amount equal to the lesser of the current market value or the original
purchase cost of the shares being redeemed. No CDSC will be imposed on
increases in account value above the initial purchase price, including shares
derived from the reinvestment of dividends or capital gains distributions.
Class C shares do not convert to any other Class of Fund shares.
For the purpose of determining the time of any purchase, all payments during
a quarter will be aggregated and deemed to have been made on the first day of
that quarter. In processing redemptions of Class C shares, the Fund will
first redeem shares not subject to any CDSC, and then shares held for the
shortest period of time during the one-year period. As a result, you will pay
the lowest possible CDSC.
Proceeds from the CDSC are paid to PFD and are used in whole or in part to
defray PFD's expenses related to providing distribution-related services to
the Fund in connection with the sale of Class C shares, including the payment
of compensation to broker-dealers.
All Classes of Shares
Waiver or Reduction of Contingent Deferred Sales Charge. The CDSC on Class B
shares may be waived or reduced for non-retirement accounts if: (a) the
redemption results from the death of all registered owners of an account (in
the case of UGMAs, UTMAs and trust accounts, waiver applies upon the death of
all beneficial owners) or a total and permanent disability (as defined in
Section 72 of the Code) of all registered owners occurring after the purchase
of the shares being redeemed or (b) the redemption is made in connection with
limited automatic redemptions as set forth in
8
<PAGE>
"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).
The CDSC on Class B shares may be waived or reduced for retirement plan
accounts if: (a) the redemption results from the death or a total and
permanent disability (as defined in Section 72 of the Code) occurring after
the purchase of the shares being redeemed of a shareholder or participant in
an employer-sponsored retirement plan; (b) the distribution is to a
participant in an IRA, 403(b) or employer-sponsored retirement plan, is part
of a series of substantially equal payments made over the life expectancy of
the participant or the joint life expectancy of the participant and his or
her beneficiary or as scheduled periodic payments to a participant (limited
in any year to 10% of the value of the participant's account at the time the
distribution amount is established; a required minimum distribution due to
the participant's attainment of age 70-1/2 may exceed the 10% limit only if
the distribution amount is based on plan assets held by Pioneer); (c) the
distribution is from a 401(a) or 401(k) retirement plan and is a return of
excess employee deferrals or employee contributions or a qualifying hardship
distribution as defined by the Code or results from a termination of
employment (limited with respect to a termination to 10% per year of the
value of the plan's assets in the Fund as of the later of the prior December
31 or the date the account was established unless the plan's assets are being
rolled over to or reinvested in the same class of shares of a Pioneer mutual
fund subject to the CDSC of the shares originally held); (d) the distribution
is from an IRA, 403(b) or employer-sponsored retirement plan and is to be
rolled over to or reinvested in the same class of shares in a Pioneer mutual
fund and which will be subject to the applicable CDSC upon redemption; (e)
the distribution is in the form of a loan to a participant in a plan which
permits loans (each repayment of the loan will constitute a new sale which
will be subject to the applicable CDSC upon redemption); or (f) the
distribution is from a qualified defined contribution plan and represents a
participant's directed transfer (provided that this privilege has been
pre-authorized through a prior agreement with PFD regarding participant
directed transfers).
The CDSC on Class C shares and on any Class A shares subject to a CDSC may be
waived or reduced as follows: (a) for automatic redemptions as described in
"Systematic Withdrawal Plans" (limited to 10% of the value of the account);
(b) if the redemption results from the death or a total and permanent
disability (as defined in Section 72 of the Code) occurring after the
purchase of the shares being redeemed of a shareholder or participant in an
employer-sponsored retirement plan; (c) if the distribution is part of a
series of substantially equal payments made over the life expectancy of the
participant or the joint life expectancy of the participant and his or her
beneficiary; or (d) if the distribution is to a participant in an
employer-sponsored retirement plan and is (i) a return of excess employee
deferrals or contributions, (ii) a qualifying hardship distribution as
defined by the Code, (iii) from a termination of employment, (iv) in the form
of a loan to a participant in a plan which permits loans, or (v) from a
qualified defined contribution plan and represents a participant's directed
transfer (provided that this privilege has been pre-authorized through a
prior agreement with PFD regarding participant directed transfers).
The CDSC on Class B and Class C shares and on any Class A shares subject to a
CDSC may be waived or reduced for either non-retirement or retirement plan
accounts if: (a) the redemption is made by any state, county, or city, or any
instrumentality, department, authority, or agency thereof, which is
prohibited by applicable laws from paying a CDSC in connection with the
acquisition of shares of any registered investment management company; or (b)
the redemption is made pursuant to the Fund's right to liquidate or
involuntarily redeem shares in a shareholder's account.
Broker-Dealers. An order for any Class of Fund shares received by PFD from
a broker-dealer prior to the close of regular trading on the Exchange is
confirmed at the price appropriate for that Class as determined at the close
of regular trading on the Exchange on the day the order is received, provided
the order is received by PFD prior to PFD's close of business (usually, 5:30
p.m. Eastern Time). It is the responsibility of broker-dealers to transmit
orders so that they will be received by PFD prior to its close of business.
PFD or its affiliates may provide additional compensation to certain dealers
or such dealers' affiliates based on certain objective criteria established
from time to time by PFD. All such payments are made out of PFD's or the
affiliate's own assets. These payments will not change the price an investor
will pay for shares or the amount that the Fund will receive from such sale.
General. The Fund reserves the right in its sole discretion to withdraw all
or any part of the offering of shares when, in the judgment of the Fund's
management, such withdrawal is in the best interest of the Fund. An order to
purchase shares is not binding on, and may be rejected by, PFD until it has
been confirmed in writing by PFD and payment has been received.
VIII. HOW TO SELL FUND SHARES
You can arrange to sell (redeem) Fund shares on any day the Exchange is open
by selling either some or all of your shares to the Fund.
You may sell your shares either through your broker-dealer or directly to the
Fund. Please note the following:
(bullet) If you are selling shares from a retirement account, you must make
your request in writing (except for exchanges to other Pioneer
mutual funds which can be requested by phone or in writing). Call
1-800-622-0176 for more information.
(bullet) If you are selling shares from a non-retirement account, you may use
any of the methods described below.
Your shares will be sold at the share price next calculated after your order
is received in good order less any applicable CDSC. Sale proceeds generally
will be sent to you in cash, normally within seven days after your order is
received in good order. The Fund reserves the right to withhold payment of
the sale proceeds until checks received by the Fund in payment for the shares
being sold have cleared, which may take up to 15 calendar days from the
purchase date.
9
<PAGE>
In Writing. You may sell your shares by delivering a written request,
signed by all registered owners, in good order to PSC, however, you must use
a written request, including a signature guarantee, to sell your shares if
any of the following situations applies:
(bullet) you wish to sell over $50,000 worth of shares,
(bullet) your account registration or address has changed within the last 30
days,
(bullet) the check is not being mailed to the address on your account
(address of record),
(bullet) the check is not being made out to the account owners, or
(bullet) the sale proceeds are being transferred to a Pioneer mutual fund
account with a different registration.
Your request should include your name, the Fund's name, your Fund account
number, the Class of shares to be redeemed, the dollar amount or number of
shares to be redeemed, and any other applicable requirements as described
below. Unless instructed otherwise, PSC will send the proceeds of the sale to
the address of record. Fiduciaries or corporations are required to submit
additional documents. For more information, contact PSC at 1-800-225-6292.
Written requests will not be processed until they are received in good order
and accepted by PSC. Good order means that there are no outstanding claims or
requests to hold redemptions on the account, any certificates are endorsed by
the record owner(s) exactly as the shares are registered and the signature(s)
are guaranteed by eligible guarantor. You should be able to obtain a
signature guarantee from a bank, broker, dealer, credit union (if authorized
under state law), securities exchange or association, clearing agency or
savings association. A notary public cannot provide a signature guarantee.
Signature guarantees are not accepted by facsimile ("fax"). For additional
information about the necessary documentation for redemption by mail, please
contact PSC at 1-800-225-6292.
By Telephone or Fax. Your account is automatically authorized to have the
telephone redemption privilege unless you indicated otherwise on your Account
Application or by writing to PSC. Proper account identification will be
required for each telephone redemption. A maximum of $50,000 may be redeemed
by telephone or fax and the proceeds may be received by check or by bank wire
or electronic funds transfer. To receive the proceeds by check: the check
must be made payable exactly as the account is registered and the check must
be sent to the address of record which must not have changed in the last 30
days. To receive the proceeds by bank wire or by electronic funds transfer:
the proceeds must be sent to your bank address of record which must have been
properly pre-designated either on your Account Application or on an Account
Options Form and which must not have changed in the last 30 days. To redeem
by fax, send your redemption request to 1-800-225-4240. You may always elect
to deliver redemption instructions to PSC by mail. See "Telephone
Transactions and Related Liabilities" below. Telephone redemptions will be
priced as described above. You are strongly urged to consult with your
financial representative prior to requesting a telephone redemption.
Selling Shares Through Your Broker-Dealer. The Fund has authorized PFD to
act as its agent in the repurchase of shares of the Fund from qualified
broker-dealers and reserves the right to terminate this procedure at any
time. Your broker-dealer must receive your request before the close of
business on the Exchange and transmit it to PFD before PFD's close of
business to receive that day's redemption price. Your broker-dealer is
responsible for providing all necessary documentation to PFD and may charge
you for its services.
Small Accounts. As a new shareholder, you have a minimum of 24 months
(including the six months following the mailing of the notice described
below) to increase the value of your account to the minimum account value of
$500. If you hold shares of the Fund in an account with a net asset value of
less than the minimum required amount due to redemptions or exchanges or
failure to meet the initial minimum account requirement set forth above, the
Fund may redeem the shares held in this account at net asset value if you
have not increased the net asset value of the account to at least the minimum
required amount within six months of notice by the Fund to you of the Fund's
intention to redeem the shares.
CDSC on Class A Shares. Purchases of Class A shares of $1,000,000 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 PFD on
these investments 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. Shares subject to the CDSC
which are exchanged into another Pioneer mutual fund will continue to be
subject to the CDSC until the original 12-month period expires. However, no
CDSC is payable upon redemption with respect to Class A shares purchased by
401(a) or 401(k) retirement plans with 1,000 or more eligible participants or
with at least $10 million in plan assets.
General. Redemptions may be suspended or payment postponed during any
period in which any of the following conditions exist: the Exchange is closed
or trading on the Exchange is restricted; an emergency exists as a result of
which disposal by the Fund of securities owned by it is not reasonably
practicable or it is not reasonably practicable for the Fund to fairly
determine the value of the net assets of its portfolio; or the SEC, by order,
so permits.
Redemptions and repurchases are taxable transactions to shareholders. The net
asset value per share received upon redemption or repurchase may be more or
less than the cost of shares to an investor, depending on the market value of
the portfolio at the time of redemption or repurchase.
IX. HOW TO EXCHANGE FUND SHARES
Written Exchanges. You may exchange your shares by sending a letter of
instruction to PSC. Your letter should include your name, the name of the
Fund out of which you wish to exchange and the name of the Pioneer mutual
fund into which you wish to exchange, your fund account number(s), the Class
of shares to be exchanged and the dollar amount or number of shares to be
exchanged. Written
10
<PAGE>
exchange requests must be signed by all record owner(s) exactly as the shares
are registered.
Telephone Exchanges. Your account is automatically authorized to have the
telephone exchange privilege unless you indicate otherwise on your Account
Application or by writing to PSC. Proper account identification will be
required for each telephone exchange. Telephone exchanges may not exceed
$500,000 per account per day. Each telephone exchange request, whether by
voice or by FactFone(SM), will be recorded. You are strongly urged to consult
with your financial representative prior to requesting a telephone exchange.
See "Telephone Transactions and Related Liabilities" below.
Automatic Exchanges. You may automatically exchange shares from one Pioneer
account for shares of the same Class in another Pioneer account on a monthly
or quarterly basis. The accounts must have identical registrations and the
originating account must have a minimum balance of $5,000. The exchange will
be effective on the day of the month designated on your Account Application
or Account Options Form.
General. Exchanges must be at least $1,000. You may exchange your
investment from one Class of Fund shares at net asset value, without a sales
charge, for shares of the same Class of any other Pioneer mutual fund. Not
all Pioneer mutual funds offer more than one Class of shares. A new Pioneer
mutual fund account opened through an exchange must have a registration
identical to that on the original account.
Shares which would normally be subject to a CDSC upon redemption will not be
charged the applicable CDSC at the time of an exchange. Shares acquired in an
exchange will be subject to the CDSC of the shares originally held. For
purposes of determining the amount of any applicable CDSC, the length of time
you have owned shares acquired by exchange will be measured from the date you
acquired the original shares and will not be affected by any subsequent
exchange.
Exchange requests received by PSC before 4:00 p.m. Eastern Time will be
effective on that day if the requirements above have been met, otherwise,
they will be effective on the next business day. PSC will process exchanges
only after receiving an exchange request in good order. There are currently
no fees or sales charges imposed at the time of an exchange. An exchange of
shares may be made only in states where legally permitted. For federal and
(generally) state income tax purposes, an exchange is considered to be a sale
of the shares of the Fund exchanged and a purchase of shares in another
Pioneer mutual fund. Therefore, an exchange could result in a gain or loss on
the shares sold, depending on the tax basis of these shares and the timing of
the transaction, and special tax rules may apply.
You should consider the differences in objectives and policies of the Pioneer
mutual funds, as described in each fund's current prospectus, before making
any exchange. For the protection of the Fund's performance and shareholders,
the Fund and PFD 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. Such abuses may arise
from frequent trading in response to short-term market fluctuations, a
pattern of trading by an individual or group that appears to be an attempt to
"time the market," or any other exchange request which, in the view of
management, will have a detrimental effect on the Fund's portfolio management
strategy or its operations. In addition, the Fund and PFD reserve the right
to charge a fee for exchanges or to modify, limit, suspend or discontinue the
exchange privilege with notice to shareholders as required by law.
X. DISTRIBUTION PLANS
The Fund has adopted a Plan of Distribution for each Class of shares (the
"Class A Plan," the "Class B Plan" and the "Class C Plan") in accordance with
Rule 12b-1 under the 1940 Act pursuant to which certain distribution fees are
paid to PFD.
Pursuant to the Class A Plan, the Fund reimburses PFD for its actual
expenditures to finance any activity primarily intended to result in the sale
of the Class A shares of the Fund or to provide services to holders of Class
A shares, provided the categories of expenses for which reimbursement is made
are approved by the Fund's Board of Trustees. As of the date of this
Prospectus, the Board of Trustees has approved the following categories of
expenses for the Class A shares of the Fund: (i) a service fee to be paid to
qualified broker-dealers in an amount not to exceed 0.25% per annum of the
Fund's daily net assets attributable to Class A shares; (ii) reimbursement to
PFD for its expenditures for broker-dealer commissions and employee
compensation on certain sales of the Fund's Class A shares with no initial
sales charge (see "How to Buy Fund Shares"); and (iii) reimbursement to PFD
for expenses incurred in providing services to Class A shareholders and
supporting broker-dealers and other organizations (such as banks and trust
companies) in their efforts to provide such services. Banks are currently
prohibited under the Glass-Steagall Act from providing certain underwriting
or distribution services. If a bank was prohibited from acting in any
capacity or providing any of the described services, management would
consider what action, if any, would be appropriate.
Expenditures of the Fund pursuant to the Class A Plan are accrued daily and
may not exceed 0.25% of average daily net assets attributable to Class A
shares. Distribution expenses of PFD are expected to substantially exceed the
distribution fees paid by the Fund in a given year. The Class A Plan does not
provide for the carryover of reimbursable expenses beyond 12 months from the
time the Fund is first invoiced for an expense. The limited carryover
provision in the Class A Plan may result in an expense invoiced to the Fund
in one fiscal year being paid in the subsequent fiscal year and thus being
treated for purposes of calculating the maximum expenditures of the Fund as
having been incurred in the subsequent fiscal year. In the event of
termination or non-continuance of the Class A Plan, the Fund has 12 months to
reimburse any expense which it incurs prior to such termination or
non-continuance, provided that payments by the Fund during such 12-month
period shall not exceed 0.25% of the Fund's average net daily assets
attributable to Class A shares during such period. The Class A Plan may not
be amended to increase materially the annual percentage limitation of average
net assets which may be spent for the services
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described therein without approval of the Class A shareholders of the Fund.
Both the Class B Plan and the Class C Plan provide that the Fund will
compensate PFD by paying a distribution fee at the annual rate of 0.75% of
the Fund's average daily net assets attributable to the applicable Class of
shares and a service fee at the annual rate of 0.25% of the Fund's average
daily net assets attributable to that Class of shares. The distribution fee
is intended to compensate PFD for its Class B and Class C distribution
services to the Fund. The service fee is intended to be additional
compensation for personal services and/or account maintenance services with
respect to Class B or Class C shares. PFD also receives the proceeds of any
CDSC imposed on the redemption of Class B or Class C shares.
Commissions of 4% of the amount invested in Class B shares, equal to 3.75% of
the amount invested and a first year's service fee equal to 0.25% of the
amount invested, are paid to broker-dealers who have selling agreements with
PFD. PFD may advance to dealers the first year service fee at a rate up to
0.25% of the purchase price of such shares and, as compensation therefore,
PFD may retain the service fee paid by the Fund with respect to such shares
for the first year after purchase. Commencing in the 13th month following the
purchase of Class B shares, dealers will become eligible for additional
annual service fees of up to 0.25% of the net asset value of such shares.
Commissions of up to 1% of the amount invested in Class C shares, consisting
of 0.75% of the amount invested and a first year's service fee of 0.25% of
the amount invested, are paid to broker-dealers who have selling agreements
with PFD. PFD may advance to dealers the first year service fee at a rate up
to 0.25% of the purchase price of such shares and, as compensation therefore,
PFD may retain the service fee paid by the Fund with respect to such shares
for the first year after purchase. Commencing in the 13th month following the
purchase of Class C shares, dealers will become eligible for additional
annual distribution fees and services fees of up to 0.75% and 0.25%,
respectively, of the average net asset value of such shares.
Dealers may from time to time be required to meet certain criteria in order
to receive service fees. PFD or its affiliates are entitled to retain all
service fees payable under the Class B Plan or the Class C Plan for which
there is no dealer of record or for which qualification standards have not
been met as partial consideration for personal services and/or account
maintenance services performed by PFD or its affiliates for shareowner
accounts.
XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION
The Fund has elected to be treated, has qualified, and intends to qualify
each year as a "regulated investment company" under Subchapter M of the Code,
so that it will not pay federal income taxes on income and capital gains
distributed to shareholders at least annually.
Under the Code, the Fund will be subject to a nondeductible 4% federal excise
tax on a portion of its undistributed ordinary income and capital gains if it
fails to meet certain distribution requirements with respect to each calendar
year. The Fund intends to make distributions in a timely manner and
accordingly does not expect to be subject to the excise tax.
The Fund's policy is to pay to shareholders dividends from net investment
income, if any, quarterly during the months of March, June, September and
December and to make distributions from net long term capital gains, if any,
in December. Distributions from net short-term capital gains, if any, may be
paid with such dividends, and other distributions from income and/or capital
gains may also be made at such other times as may be necessary to avoid
federal income or excise tax. Dividends from the Fund's net investment
income, net short-term capital gains and certain net foreign exchange gains
are taxable as ordinary income. Dividends from the Fund's net long-term
capital gains are taxable as long-term capital gains.
Unless shareholders specify otherwise, all distributions will be
automatically reinvested in additional full and fractional shares of the
Fund. For federal income tax purposes, all distributions are taxable as
described above whether a shareholder takes them in cash or reinvests them in
additional shares of the Fund. Information as to the federal tax status of
distributions will be provided to shareholders annually. For further
information on the distribution options available to shareholders, see
"Distribution Options" and "Directed Dividends" below.
Distributions by the Fund of dividend income it receives from U.S. domestic
corporations may qualify for the dividends-received deduction for corporate
shareholders, subject to certain minimum holding period requirements and
debt-financing restrictions under the Code.
Dividends and other distributions and the proceeds of redemptions, exchanges
or repurchases of Fund shares paid to individuals and other non-exempt payees
will be subject to a 31% backup withholding of federal income tax if the Fund
is not provided with the shareholder's correct taxpayer identification number
and certification that the number is correct and that the shareholder is not
subject to such backup withholding or if the Fund receives notice from the
IRS or a broker that such withholding applies. Please refer to the Account
Application for additional information.
The description above relates only to U.S. federal income tax consequences
for shareholders who are U.S. persons, i.e. U.S. citizens or residents, or
U.S. corporations, partnerships, trusts or estates and who are subject to
U.S. federal income tax. Non-U.S. shareholders and tax-exempt shareholders
are subject to different tax treatment that is not described above. You
should consult your own tax adviser regarding state, local and other
applicable tax laws.
XII. SHAREHOLDER SERVICES
PSC is the shareholder services and transfer agent for shares of the Fund.
PSC, a Massachusetts corporation, is a wholly-owned subsidiary of PGI. PSC's
offices are located at 60 State Street, Boston, Massachusetts 02109, and
inquiries to PSC should be mailed to Shareholder Services, Pioneering
Services Corporation, P.O. Box 9014, Boston, Massachusetts 02205-9014. Brown
Brothers Harriman & Co. ("the Custodian") serves as custodian of the Fund's
portfolio securities. The principal business address of the mutual fund
division of the Custodian is 40 Water Street, Boston, Massachusetts 02109.
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Account and Confirmation Statements
PSC maintains an account for each shareholder and all transactions of the
shareholder are recorded in this account. Confirmation statements showing the
details of transactions are sent to shareholders as transactions occur,
except Automatic Investment Plan transactions which are confirmed quarterly.
The Pioneer Combined Account Statement, mailed quarterly, is available to all
shareholders who have more than one Pioneer mutual fund account.
Shareholders whose shares are held in the name of an investment broker-dealer
or other party will not normally have an account with the Fund and might not
be able to utilize some of the services available to shareholders of record.
Examples of services which might not be available are purchases, exchanges
and redemptions of shares by mail or telephone, automatic reinvestment of
dividends and capital gains distributions, withdrawal plans, Letters of
Intention, Rights of Accumulation and newsletters.
Additional Investments
You may add to your account by sending a check ($50 minimum for Class A
shares and $500 for Class B and C shares) to PSC (account number and Class of
shares should be clearly indicated). The bottom portion of a confirmation
statement may be used as a remittance slip to make additional investments.
Additions to your account, whether by check or through a Pioneer Investomatic
Plan, are invested in full and fractional shares of the Fund at the
applicable offering price in effect as of the close of regular trading on the
Exchange on the day of receipt.
Automatic Investment Plans
You may arrange for regular automatic investments of $50 or more through
government/military allotments, payroll deduction or through a Pioneer
Investomatic Plan. A Pioneer Investomatic Plan provides for a monthly or
quarterly investment by means of a preauthorized draft drawn on a checking
account. Pioneer Investomatic Plan investments are voluntary and you may
discontinue the plan without penalty upon 30 days' written notice to PSC. PSC
acts as agent for the purchaser, the broker-dealer, and PFD in maintaining
these plans.
Financial Reports and Tax Information
As a shareholder, you will receive financial reports at least semi-annually.
In January of each year, the Fund will mail you information about the tax
status of dividends and distributions.
Distribution Options
Dividends and capital gains distributions, if any, will automatically be
invested in additional shares of the Fund, at the applicable net asset value
per share, unless you indicate another option on the Account Application.
Two other options are available (a) dividends in cash and capital gains
distributions in additional shares; and (b) all dividends and distributions
in cash. These two options are not available, however, for retirement plans
or for an account with a net asset value of less than $500. Changes in the
distribution options may be made by written request to PSC.
Directed Dividends
You may elect (in writing) to have the dividends paid by one Pioneer mutual
fund account invested in a second Pioneer mutual fund account. The value of
this second account must be at least $1,000 ($500 for the Fund or Pioneer
II). Invested dividends may be in any amount, and there are no fees or
charges for this service. Retirement plan shareholders may only direct
dividends to accounts with identical registrations, i.e., PGI IRA Cust for
John Smith may only go into another account registered PGI IRA Cust for John
Smith.
Direct Deposit
If you have elected to take distributions, whether dividends or dividends and
capital gains, in cash, or have established a Systematic Withdrawal Plan, you
may choose to have those cash payments deposited directly into your savings,
checking or NOW bank account. You may establish this service by completing
the appropriate section on the Account Application when opening a new account
or the Account Options Form for an existing account.
Voluntary Tax Withholding
You may request (in writing) that PSC withhold 28% of the dividends and
capital gains distribution paid from your account (before any reinvestment)
and forward the amount withheld to the IRS as a credit against your federal
income taxes. This option is not available for retirement plan accounts or
for accounts subject to backup withholding.
Telephone Transactions and Related Liabilities
Your account is automatically authorized to have telephone transaction
privileges unless you indicate otherwise on your Account Application or by
writing to PSC. You may purchase, sell or exchange Fund shares by telephone.
See " How to Buy Fund Shares" for more information. For personal assistance,
call 1-800-225-6292 between 8:00 a.m. and 9:00 p.m. Eastern Time on weekdays.
Computer-assisted transactions may be available to shareholders who have
pre-recorded certain bank information (see "FactFone(SM)"). You are strongly
urged to consult with your financial representative prior to requesting any
telephone transaction. See "How to Buy Fund Shares," "How to Sell Fund
Shares" and "How to Exchange Fund Shares" for more information.
To confirm that each transaction instruction received by telephone is
genuine, PSC will record each telephone transaction, require the caller to
provide the personal identification number ("PIN") for the account and send
you a written confirmation of each telephone transaction. Different
procedures may apply to accounts that are registered to non-U.S. citizens or
that are held in the name of an institution or in the name of an investment
broker-dealer or other third-party. If reasonable procedures, such as those
described above, are not followed, the Fund may be liable for any loss due to
unauthorized or fraudulent instructions. The Fund may implement other
procedures from time to time. In all other cases, neither the Fund, PSC or
PFD will be responsible for the authenticity of instructions received by
telephone, therefore, you bear the risk of loss for unauthorized or
fraudulent telephone transactions.
During times of economic turmoil or market volatility or as a result of
severe weather or a natural disaster, it may be dif-
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ficult to contact the Fund by telephone to institute a redemption or
exchange. You should communicate with the Fund in writing if you are unable
to reach the Fund by telephone.
FactFone(SM)
FactFone(SM) is an automated inquiry and telephone transaction system
available to Pioneer shareholders by dialing 1-800-225-4321. FactFone(SM)
allows you to obtain current information on your Pioneer mutual fund accounts
and to inquire about the prices and yields of all publicly available Pioneer
mutual funds. In addition, you may use FactFone(SM) to make computer-assisted
telephone purchases, exchanges and redemptions from your Pioneer mutual fund
accounts if you have activated your PIN. Telephone purchases and redemptions
require the establishment of a bank account of record. You are strongly urged
to consult with your financial representative prior to requesting any
telephone transaction. Shareholders whose accounts are registered in the name
of a broker-dealer or other third party may not be able to use FactFone(SM).
See "How to Buy Fund Shares," "How to Exchange Fund Shares," "How to Sell
Fund Shares" and "Telephone Transactions and Related Liabilities." Call PSC
for assistance.
Telecommunications Device for the Deaf (TDD)
If you have a hearing disability and access to TDD keyboard equipment, you
can call our TDD number toll-free at 1-800-225-1997, weekdays from 8:30 a.m.
to 5:30 p.m. Eastern Time, to contact our telephone representatives with
questions about your account.
Retirement Plans
You should contact the Retirement Plans Department of PSC at 1-800-622-0176
for information on retirement plans for businesses, Simplified Employee
Pensions Plans, IRAs, and Section 403(b) retirement plans for employees of
certain non-profit organizations and public school systems, all of which are
available in conjunction with investments in the Fund. The Account
Application accompanying this Prospectus should not be used to establish any
of these plans. Separate applications are required.
Systematic Withdrawal Plans
If your account has a total value of at least $10,000, you may establish a
Systematic Withdrawal Plan ("SWP") providing for fixed payments at regular
intervals. Withdrawals from Class B and Class C shares accounts are limited
to 10% of the value of the account at the time the SWP is implemented. See
"Waiver of Contingent Deferred Sales Charges" for more information. Periodic
checks of $50 or more will be sent to you monthly or quarterly and your
periodic redemptions of shares may be taxable to you. Payments can be made
either by check or electronic transfer to a bank account designated by you.
You may also direct that withdrawal checks be paid to another person,
although if you make this designation after you have opened your account, a
signature guarantee must accompany your instructions. Purchases of shares of
the Fund at a time when you have a SWP in effect may result in the payment of
unnecessary sales charges and may therefore be disadvantageous.
You may obtain additional information by calling PSC at 1-800-225-6292 or by
referring to the Statement of Additional Information.
Reinstatement Privilege (Class A Shares Only)
If you redeem all or part of your Class A shares of the Fund, you may
reinvest all or part of the redemption proceeds without a sales charge in
Class A shares of the Fund if you send a written request to PSC not more than
90 days after your shares were redeemed. Your redemption proceeds will be
reinvested at the next determined net asset value of the Class A shares of
the Fund after receipt of the written request for reinstatement. You may
realize a gain or loss for federal income tax purposes as a result of the
redemption, and special tax rules may apply if a reinstatement occurs.
Subject to the provisions outlined under "How to Exchange Fund Shares" above,
you may also reinvest in Class A shares of any other Pioneer mutual funds; in
this case you must meet the minimum investment requirement for each fund you
enter.
The 90-day reinstatement period may be extended by PFD for periods of up to
one year for shareholders living in areas that have experienced a natural
disaster, such as a flood, hurricane, tornado, or earthquake.
The options and services available to shareholders, including the terms of
the Exchange Privilege and the Pioneer Investomatic Plan, may be revised,
suspended, or terminated at any time by PFD or by the Fund. You may establish
the services described in this section when you open your account. You may
also establish or revise many of them on an existing account by filling out
an Account Options Form, which you may request by calling 1-800-225-6292.
XIII. THE FUND
The Fund is a diversified open-end management investment company (commonly
referred to as a mutual fund) which was originally organized as a Delaware
corporation in 1928 and reorganized as a Massachusetts corporation in 1967,
and as a Massachusetts business trust in 1985 and as a Delaware business
trust on May 1, 1996. The Fund has authorized an unlimited number of shares
of beneficial interest. As an open-end investment company, the Fund
continuously offers its shares to the public and under normal conditions must
redeem its shares upon the demand of any shareholder at the then current net
asset value per share, less any applicable CDSC. See "How to Sell Fund
Shares" above. The Fund is not required, and does not intend, to hold annual
shareowner meetings although special meetings may be called for the purpose
of electing or removing Trustees, changing fundamental investment
restrictions or approving a management contract.
The Fund reserves the right to create and issue additional series of shares.
The Trustees have the authority, without further shareowner approval, to
classify and reclassify the shares of the Fund, or any additional series of
the Fund, into one or more classes. As of the date of this Prospectus, the
Trustees have authorized the issuance of three classes of shares, designated
Class A, Class B and Class C. The shares of each class represent an interest
in the same portfolio of investments of the Fund. Each class has equal rights
as to voting, redemption, dividends and liquidation, except that each class
bears different distribution and transfer agent
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<PAGE>
fees and may bear other expenses properly attributable to the particular
class. Class A, Class B and Class C shareholders have exclusive voting rights
with respect to the Rule 12b-1 distribution plans adopted by holders of those
shares in connection with the distribution of shares.
In addition to the requirements under Delaware law, the Declaration of Trust
provides that a shareholder of the Fund may bring a derivative action on
behalf of the Fund only if the following conditions are met: (a) shareholders
eligible to bring such derivative action under Delaware law who hold at least
10% of the outstanding shares of the Fund, or 10% of the outstanding shares
of the series or class to which such action relates, shall join in the
request for the Trustees to commence such action; and (b) the Trustees must
be afforded a reasonable amount of time to consider such shareholder request
and investigate the basis of such claim. The Trustees shall be entitled to
retain counsel or other advisers in considering the merits of the request and
shall require an undertaking by the shareholders making such request to
reimburse the Fund for the expense of any such advisers in the event that the
Trustees determine not to bring such action.
When issued and paid for in accordance with the terms of the Prospectus and
Statement of Additional Information, shares of the Fund are fully-paid and
non-assessable. Shares will remain on deposit with the Fund's transfer agent
and certificates will not normally be issued. The Fund reserves the right to
charge a fee for the issuance of certificates.
XIV. INVESTMENT RESULTS
The average annual total return (for a designated period of time) on an
investment in the Fund may be included in advertisements, and furnished to
existing or prospective shareholders. The average annual total return for
each Class is computed in accordance with the SEC's standardized formula. The
calculation for all Classes assumes the reinvestment of all dividends and
distributions at net asset value and does not reflect the impact of federal
or state income taxes. In addition, for Class A shares the calculation
assumes the deduction of the maximum sales charge of 5.75%; for Class B and
Class C shares the calculation reflects the deduction of any applicable CDSC.
The periods illustrated would normally include one, five and ten years (or
since the commencement of the public offering of the shares of a Class, if
shorter) through the most recent calendar quarter.
One or more additional measures and assumptions, including but not limited to
historical total returns; distribution returns; results of actual or
hypothetical investments; changes in dividends, distributions or share
values; or any graphic illustration of such data may also be used. These data
may cover any period of the Fund's existence and may or may not include the
impact of sales charges, taxes or other factors.
Other investments or savings vehicles and/or unmanaged market indices,
indicators of economic activity or averages of mutual fund results may be
cited or compared with the investment results of the Fund. Rankings or
listings by magazines, newspapers or independent statistical or rating
services, such as Lipper Analytical Services, Inc., may also be referenced.
The Fund may also include securities industry, real estate industry or
comparative performance information in advertising or materials marketing the
Fund's shares. Such performance information may include rankings or listings
by magazines, newspapers, or independent statistical or ratings services,
such as Lipper Analytical Services, Inc. or Ibbotson Associates.
The Fund's investment results will vary from time to time depending on market
conditions, the composition of the Fund's portfolio and operating expenses of
the Fund. All quoted investment results are historical and should not be
considered representative of what an investment in the Fund may earn in any
future period. For further information about the calculation methods and uses
of the Fund's investment results, see the Statement of Additional
Information.
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[COVER]
Pioneer [Pioneer logo]
Fund
60 State Street
Boston, Massachusetts 02109
OFFICERS
JOHN F. COGAN, JR., Chairman and President
DAVID D. TRIPPLE, Executive Vice President
JOHN A. CAREY, Vice President
WILLIAM H. KEOUGH, Treasurer
JOSEPH P. BARRI, Secretary
INVESTMENT ADVISER
PIONEERING MANAGEMENT CORPORATION
CUSTODIAN
BROWN BROTHERS HARRIMAN & CO.
INDEPENDENT PUBLIC ACCOUNTANTS
ARTHUR ANDERSEN LLP
LEGAL COUNSEL
HALE AND DORR
0996-3578
(C) Pioneer Funds Distributor, Inc.
PRINCIPAL UNDERWRITER
PIONEER FUNDS DISTRIBUTOR, INC.
SHAREHOLDER SERVICES AND TRANSFER AGENT
PIONEERING SERVICES CORPORATION
60 State Street
Boston, Massachusetts 02109
Telephone: 1-800-225-6292
SERVICE INFORMATION
If you would like information on the following, please call:
Existing and new accounts, prospectuses,
applications, service forms and
telephone transactions 1-800-225-6292
FactFone(SM)
Automated fund yields, automated prices
and account information 1-800-225-4321
Retirement plans 1-800-622-0176
Toll-free fax 1-800-225-4240
Telecommunications Device for the Deaf (TDD) 1-800-225-1997
16
