PIONEER FUND /MA/
497, 1996-03-11
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                                                                  March 11, 1996

                                  PIONEER FUND
                        Supplement dated February , 1996
                       to Prospectus dated April 24, 1995

The Trustees of Pioneer Fund (the "Fund") have approved  certain  changes to the
Fund's operations,  including a new management contract with a performance based
management fee. These changes have been submitted for shareholder  approval at a
meeting  scheduled to be held in April,  1996. If approved by shareholders,  the
changes will take effect on May 1, 1996.

EXPENSE INFORMATION

As more fully described below, the Fund has submitted for shareholder approval a
proposed  management  contract  under  which the basic  rate of  management  fee
payable to  Pioneering  Management  Corporation  ("PMC")  would be  increased or
decreased based upon the Fund's investment performance relative to the record of
a benchmark securities index. Under the proposed contract, the "Annual Operating
Expenses" and the "Example"  shown on pages 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, 1994.  Management fees have been restated to reflect
the basic, maximum and minimum fees payable under the proposed contract.  Actual
management fees and total operating  expenses for the fiscal year ended December
31,  1994 were  0.45% and 0.94%,  respectively,  under the  management  contract
currently in effect.  Had the proposed  contract been in effect  throughout this
period management fees and total operating  expenses would have been the same as
shown under the basic fee column below.

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

                                                          Management Fee
                                                    Basic    Maximum  Minimum
Management Fee                                      0.60%     0.70%     0.50%
12b-1 Fees                                          0.16%     0.16%     0.16%
Other Expenses (including accounting and transfer
  agent fees, custodian fees and printing expenses) 0.33%     0.33%     0.33%
                                                    ----      ----      ----
Total Operating Expenses                            1.09%     1.19%     0.99%
                                                    ====      ====      ====

Example:

You would pay the following fees and expenses on a $1,000 investment, assuming a
5% annual return and redemption at the end of each time period:

Management Fee       1 Year   3 Years  5 Years  10 Years
  Basic              $68      $90      $114     $183
  Maximum            $69      $93      $119     $194
  Minimum            $67      $87      $109     $172

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.

<PAGE>

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 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
initially  designated  the Lipper  Growth & Income Funds Index (the "Index") for
this purpose. 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 applied to 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.

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 performance 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 for purposes of evaluating  the  performance of the
Fund.  In such event,  a  successor  index may be  substituted  for the Index in
prospectively  calculating  the performance  based  adjustment to the Basic Fee.
However,  the  calculation of the  performance  adjustment  for the  performance
period  prior to the adoption of the  successor  index would still be based upon
the Fund's performance compared to the index.

As indicated above, if approved by shareholders,  the proposed contract with PMC
will become effective May 1, 1996. Accordingly, beginning in May, 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
thirty-five  months.  In  this  regard,  the  performance   adjustment  for  the
thirty-five  month period prior to the  effectiveness  of the Proposed  Contract
would  likely -- on the basis of  performance  since  April  1993 -- result in a
negative adjustment to the Basic Fee.

     The  Basic  Fee is  computed  daily,  the  performance  fee  adjustment  is
calculated once per month and the entire management fee is paid monthly.

INVESTMENT POLICIES

Changes in the Fund's policy  relating to investments  in repurchase  agreements
and in a number  of the  fundamental  investment  restrictions  set forth in the
Fund's  statement of additional  information  have also been proposed.  However,
none of these  changes  are  expected  to have a  material  effect on the Fund's
current investment operations.

0296-3194
(C) Pioneer Funds Distributor, Inc.




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