<PAGE>
[Pioneer Logo]
Pioneer
Equity-Income
Fund
SEMIANNUAL REPORT 4/30/99
<PAGE>
Table of Contents
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Letter from the Chairman 1
Portfolio Summary 2
Performance Update 3
Portfolio Management Discussion 7
Schedule of Investments 10
Financial Statements 17
Notes to Financial Statements 25
Report of Independent Public Accountants 30
Trustees, Officers and Service Providers 31
Programs and Services for Pioneer Shareowners 32
Retirement Plans from Pioneer 34
The Pioneer Family of Mutual Funds 36
</TABLE>
<PAGE>
Pioneer Equity-Income Fund
LETTER FROM THE CHAIRMAN 4/30/99
Dear Shareowner,
- --------------------------------------------------------------------------------
I am pleased to welcome you to this report for Pioneer Equity-Income Fund,
covering the six months ended April 30, 1999. On behalf of your investment
team, I thank you for your interest and this opportunity to comment on the
Fund's progress and the challenges facing conservative investors.
Amid much fanfare, in March the Dow Jones Industrial Average roared above
10,000 for the first time in its 103-year history. Although considered a
momentous event by some, in actuality the Dow measures the progress of only 30
large company stocks. Most other stocks have not participated in this explosive
rise, but languished in 1998 and early 1999. That may be starting to change,
however. Even as the Dow pushed on toward 11,000 in April, prices of
dividend-paying and value-oriented stocks noticeably improved. This is welcome
news for conservative investors, and those with diversified portfolios.
Pioneer Equity-Income Fund again generated a solid income stream, with modest
price appreciation. And, as we would hope, its price rose in April when
investors began to broaden their interest beyond the Dow. In short, it behaved
exactly as it was designed. The Fund is unlikely to keep pace with a very
strong market, but its income component is intended to provide a safety net
when the market declines.
Turning to other matters, for those of you who are interested in new Pioneer
products, we are pleased to introduce Pioneer Strategic Income Fund. The Fund's
portfolio holds several types of bonds, including high-yield, international and
U.S. investment-grade issues.
To receive a prospectus for the Fund - which you should read carefully before
you invest or send any money - or if you have questions regarding Pioneer
Equity-Income Fund, please contact your investment professional. Or call
Pioneer at 1-800-225-6292. You can also visit Pioneer's web site at
www.pioneerfunds.com.
Respectfully,
/s/ John F. Cogan
John F. Cogan, Jr.
Chairman and President
1
<PAGE>
Pioneer Equity-Income Fund
PORTFOLIO SUMMARY 4/30/99
P o r t f o l i o D i v e r s i f i c a t i o n
- --------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[Begin Pie Chart]
U.S. Common Stocks 98.3%
U.S. Convertible Securities 1.5%
Short-Term Cash Equivalents 0.2%
[End Pie Chart]
S e c t o r D i s t r i b u t i o n
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
[Begin Pie Chart]
Financial 18%
Communication Services 15%
Utilities 11%
Healthcare 10%
Consumer Cyclicals 9%
Basic Materials 8%
Capital Goods 7%
Energy 7%
Technology 7%
Other 8%
[End Pie Chart]
1 0 L a r g e s t H o l d i n g s
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
<TABLE>
<S> <C> <C> <C>
1. Schering-Plough Corp. 3.78% 6. The Bank of New York 2.04%
Co., Inc.
2. Ameritech Corp. 3.61 7. Old Kent Financial 2.00
Corp.
3. SBC Communications, Inc. 3.02 8. Atlantic Richfield Co. 1.93
4. Ford Motor Co. 2.82 9. Sprint Corp. 1.86
5. Chevron Corp. 2.82 10. Hewlett-Packard Co. 1.84
</TABLE>
Fund holdings will vary for other periods.
2
<PAGE>
Pioneer Equity-Income Fund
PERFORMANCE UPDATE 4/30/99 CLASS A SHARES
S h a r e P r i c e s a n d D i s t r i b u t i o n s
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Net Asset Value
per Share 4/30/99 10/31/98
$ 30.42 $ 28.10
Distributions per Share Income Short-Term Long-Term
(10/31/98- 4/30/99) Dividends Capital Gains Capital Gains
$ 0.237 - $ 0.755
</TABLE>
I n v e s t m e n t R e t u r n s
- --------------------------------------------------------------------------------
The mountain chart on the right shows the growth of a $10,000 investment made
in Pioneer Equity-Income Fund at public offering price, compared to the growth
of the Standard & Poor's 500 Index.
Average Annual Total Returns
(As of April 30, 1999)
<TABLE>
<CAPTION>
Public
Net Asset Offering
Period Value Price*
<S> <C> <C>
Life-of-Fund 16.94% 16.15%
(7/25/90)
5 Years 19.72 18.31
1 Year 12.26 5.79
</TABLE>
[Begin Mountain Chart]
Pioneer Standard &
Equity- Poor's
Income 500
Fund* Index
7/90 9,425 10,000
8,160 8,620
4/91 9,913 10,824
11,025 11,500
4/92 11,947 12,339
11,848 12,644
4/93 14,517 13,478
15,509 14,531
4/94 15,111 14,196
15,523 15,091
4/95 16,234 16,668
18,552 19,075
4/96 20,517 21,697
24,432 23,663
4/97 23,654 27,144
27,947 31,254
4/98 33,108 38,286
33,171 38,131
4/99 37,167 46,637
[End Mountain Chart]
* Reflects deduction of the maximum
5.75% sales charge at the beginning of
the period and assumes reinvestment
of distributions at net asset value.
The Standard & Poor's (S&P) 500 Index is an unmanaged measure of 500 widely held
common stocks listed on the New York Stock Exchange, American Stock Exchange and
the over-the-counter market. Index returns assume reinvestment of dividends and,
unlike Fund returns, do not reflect any fees, expenses or sales charges. You
cannot invest directly in the Index.
Past performance does not guarantee future results. Returns and share prices
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost.
3
<PAGE>
Pioneer Equity-Income Fund
PERFORMANCE UPDATE 4/30/99 CLASS B SHARES
S h a r e P r i c e s a n d D i s t r i b u t i o n s
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Net Asset Value
per Share 4/30/99 10/31/98
$ 30.22 $ 27.91
Distributions per Share Income Short-Term Long-Term
(10/31/98- 4/30/99) Dividends Capital Gains Capital Gains
$ 0.122 - $ 0.755
</TABLE>
I n v e s t m e n t R e t u r n s
- --------------------------------------------------------------------------------
The mountain chart on the right shows the growth of a $10,000 investment made
in Pioneer Equity-Income Fund, compared to the growth of the Standard & Poor's
500 Index.
Average Annual Total Returns
(As of April 30, 1999)
<TABLE>
<CAPTION>
If If
Period Held Redeemed*
<S> <C> <C>
Life-of-Fund 19.36% 19.26%
(4/4/94)
5 Years 18.85 18.75
1 Year 11.45 7.45
</TABLE>
[Begin Mountain Chart]
Pioneer Standard &
Equity- Poor's
Income 500
Fund* Index
4/4/94 10,000 10,000
10,343 10,299
10,666 10,545
10,593 10,949
10,436 10,984
4/95 11,036 12,093
12,072 13,293
12,568 13,839
13,678 15,224
4/96 13,854 15,741
13,330 15,491
14,416 17,168
15,606 19,228
4/97 15,853 19,693
18,564 23,561
18,646 22,675
20,258 24,398
4/98 22,009 27,777
21,679 28,106
21,971 27,664
23,083 32,327
4/99 24,429 33,836
[End Mountain Chart]
* Reflects deduction of the maximum
applicable contingent deferred sales
charge (CDSC) at the end of the
period and assumes reinvestment
of distributions. The maximum CDSC
of 4% declines over six years.
The Standard & Poor's (S&P) 500 Index is an unmanaged measure of 500 widely
held common stocks listed on the New York Stock Exchange, American Stock
Exchange and the over-the-counter market. Index returns assume reinvestment of
dividends and, unlike Fund returns, do not reflect any fees, expenses or sales
charges. You cannot invest directly in the Index.
Past performance does not guarantee future results. Returns and share prices
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost.
4
<PAGE>
Pioneer Equity-Income Fund
PERFORMANCE UPDATE 4/30/99 CLASS C SHARES
S h a r e P r i c e s a n d D i s t r i b u t i o n s
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Net Asset Value
per Share 4/30/99 10/31/98
$30.19 $27.88
Distributions per Share Income Short-Term Long-Term
(10/31/98- 4/30/99) Dividends Capital Gains Capital Gains
$0.108 - $0.755
</TABLE>
I n v e s t m e n t R e t u r n s
- --------------------------------------------------------------------------------
The mountain chart on the right shows the growth of a $10,000 investment made
in Pioneer Equity-Income Fund, compared to the growth of the Standard & Poor's
500 Index.
<TABLE>
Average Annual Total Returns
(As of April 30, 1999)
If If
Period Held Redeemed*
<S> <C> <C>
Life-of-Fund 19.64% 19.64%
(1/31/96)
1 Year 11.41 11.41
</TABLE>
[Begin Mountain Chart]
Pioneer Standard &
Equity- Poor's
Income 500
Fund* Index
1/96 10,000 10,000
4/96 10,133 10,340
9,745 10,175
10/96 10,534 11,277
11,405 12,630
4/97 11,580 12,935
13,563 15,476
10/97 13,622 14,894
14,795 16,026
4/98 16,075 18,245
15,828 18,462
10/98 16,047 18,171
16,858 21,234
4/99 17,908 22,225
[End Mountain Chart]
* Assumes reinvestment of distributions.
The 1% contingent deferred sales charge
(CDSC) applies to investments sold
within one year of purchase.
The Standard & Poor's (S&P) 500 Index is an unmanaged measure of 500 widely
held common stocks listed on the New York Stock Exchange, American Stock
Exchange and the over-the-counter market. Index returns assume reinvestment of
dividends and, unlike Fund returns, do not reflect any fees, expenses or sales
charges. You cannot invest directly in the Index.
Past performance does not guarantee future results. Returns and share prices
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost.
5
<PAGE>
Pioneer Equity-Income Fund
PERFORMANCE UPDATE 4/30/99 CLASS Y SHARES
S h a r e P r i c e s a n d D i s t r i b u t i o n s
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Net Asset Value
per Share 4/30/99 10/31/98
$ 30.45 $ 28.13
Distributions per Share Income Short-Term Long-Term
(10/31/98- 4/30/99) Dividends Capital Gains Capital Gains
$ 0.288 - $ 0.755
</TABLE>
I n v e s t m e n t R e t u r n s
- --------------------------------------------------------------------------------
The mountain chart on the right shows the growth of a $10,000 investment made
in Pioneer Equity-Income Fund, compared to the growth of the Standard & Poor's
500 Index.
Cumulative Total Returns
(As of April 30, 1999)
<TABLE>
<CAPTION>
If If
Period Held Redeemed*
<S> <C> <C>
Life-of-Fund 10.45% 10.45%
(7/2/98)
</TABLE>
* Assumes reinvestment of distributions.
[Begin Mountain Chart]
Pioneer Standard &
Equity- Poor's
Income 500
Fund* Index
7/98 10,000 10,000
9,680 9,788
8/98 8,663 8,373
9,229 8,910
10/98 9,841 9,634
10,201 10,217
10,564 10,806
1/99 10,366 11,258
10,156 10,908
10,091 11,344
4/99 11,045 11,783
[End Mountain Chart]
The Standard & Poor's (S&P) 500 Index is an unmanaged measure of 500 widely
held common stocks listed on the New York Stock Exchange, American Stock
Exchange and the over-the-counter market. Index returns assume reinvestment of
dividends and, unlike Fund returns, do not reflect any fees, expenses or sales
charges. You cannot invest directly in the Index.
Past performance does not guarantee future results. Returns and share prices
fluctuate, and your shares, when redeemed, may be worth more or less than their
original cost.
6
<PAGE>
Pioneer Equity-Income Fund
PORTFOLIO MANAGEMENT DISCUSSION 4/30/99
In the following discussion, Pioneer Equity-Income Fund's portfolio manager
John Carey discusses the market environment and the Fund's strategy for the
six-month period ended April 30, 1999. An investment professional for more than
20 years, Mr. Carey oversees the team responsible for the Fund's daily
management.
Q: Has the stock market changed much since your last report?
A: There has been a marked change in investors' outlook since last fall. In the
summer of 1998 there were many gloomy forecasts, some even predicting a
recession for this year. Asia, in particular, was a region of significant
concern. Over the past few quarters, however, the story has been strong
earnings growth here in the United States. And, even though Japan and
Indonesia and some of the other countries in that part of the world are
still experiencing difficulties, there are emerging signs of recovery in
Asia and Latin America.
Today, on top of a more optimistic economic outlook, we like what we see in
companies in the portfolio, and what we hear their managements saying about
business prospects. Our approach is to build a portfolio of companies we
believe to be strong, rather than a portfolio that bets on the success of
general economic conditions. From the strength in the broader market over
the past few months, many other investors also seem to be encouraged by the
positive fundamentals of individual companies. Right now, like everyone
else, we are watching interest rates, hoping they do not increase much
more.
Q: How did the Fund perform in this environment?
A: The Fund generated a total return of 12.05% for Class A shares, 11.64% for
Class B and 11.60% for Class C, all at net asset value. This was pretty
close to the 14.25% average return for the 245 equity-income funds tracked
by Lipper, Inc. (Lipper is an independent firm that tracks mutual fund
performance). The Fund's strategy is conservative, with every stock in the
portfolio expected to pay a dividend. So, we were pleased to generate a
double-digit return, especially since most high-flying growth stocks aren't
eligible for the portfolio. Longer term, the Fund is more than competitive;
over the three years ended April 30,
7
<PAGE>
Pioneer Equity-Income Fund
PORTFOLIO MANAGEMENT DISCUSSION 4/30/99 (continued)
the Fund's average annual total return was 21.90%, compared with an average
of 19.12% for the 158 funds tracked by Lipper.
Q: How do you deal with the challenge of finding stocks that pay a consistent
dividend, especially when investors do not seem as interested in dividends
as they once were?
A: First of all, dividends and their reinvestment remain very important. Long-
term calculations show that reinvested dividends generally make up a large
part of the total investment return available in the stock market. Despite
the focus on share buybacks at many companies, dividends still receive a
lot of attention from corporate management. As a component of an overall
financial strategy, dividends and dividend policy convey information to
investors about the company's expectations for future earnings and cash
flows. Dividends, especially their regular payment over a period of years,
are also a sign of financial discipline on the part of the company paying
them as well as an indication of its commitment to shareholders. So, we
like dividends, think they still provide a good gauge by which to measure
companies and are somewhat baffled that they seem to have slipped from
favor in some investment circles. But that loss of favor has presented us
with opportunities. Today, in fact, we are seeing many attractively priced
dividend-paying stocks.
Q: What worked for the portfolio over the period? What didn't work?
A: Telephone stocks were outstanding as investors recognized the growth
potential in the industry. Also, the banks, oil companies and cyclical
stocks in industries ranging from chemicals to autos and producer goods
did well. The more positive economic outlook led investors back to many
stocks they had sold during the more negative mood of last summer.
On the other hand, insurance and food stocks were weak since investors
remained concerned about earnings in those industries. Utilities generally
treaded water as worries grew about rising interest rates.
8
<PAGE>
Pioneer Equity-Income Fund
Q: What changes did you make to the portfolio?
A: Looking for value across many industries, we made new purchases in regional
banking, defense and aerospace, auto parts and equipment. New positions
included BankBoston in banking, General Dynamics and Lockheed Martin in
defense and Delphi Automotive Systems and Goodyear Tire & Rubber in auto
parts. We also added to existing holdings in several other industries. We
put additional money to work in paper and forest products, railroad,
truck, diversified manufacturing and advertising, among other industries.
We sold stocks we believed had reached their potential and replaced those
with alternatives that were more attractive. Among the stocks we sold were
General Electric, Bell Atlantic, Daimler Chrysler and U.S. Bancorp.
Q: Did the large number of corporate mergers influence the portfolio in any
way?
A: Yes, recent mergers and acquisitions affected the portfolio and the way in
which we manage the Fund. Corporate America, and even corporate Europe, is
in the midst of large-scale consolidation in many industries, including
oil and gas, telecommunications, automotive, and financial services.
Managing the portfolio requires close attention to the news, and frequent
re-evaluation of companies as they reconfigure themselves through this "M
& A" activity. In some cases we conclude that value is enhanced and we
hold on. In other cases, we see the impairment of value and earnings power
and we sell.
Q: What's your outlook for the next six months?
A: We are optimistic as we look forward and see the tremendous potential for
growth in earnings and dividends at the companies in the Fund's portfolio.
Of course the business cycle will most likely turn down some day, and
probably not when anyone is expecting it. But for now there are lots of
opportunities, we think, to make money in the stock market, and we are
working hard to seize them and make them work for you.
9
<PAGE>
Pioneer Equity-Income Fund
SCHEDULE OF INVESTMENTS 4/30/99
<TABLE>
<CAPTION>
Principal
Amount Value
<S> <C> <C>
INVESTMENT IN SECURITIES - 99.8%
CONVERTIBLE CORPORATE BOND - 0.4%
$6,700,000 Aspen Technology, Inc. 5.25%, 6/15/05 (144A) $ 3,829,653
--------------
Total Convertible Corporate Bond
(Cost $6,700,000) $ 3,829,653
--------------
Shares
CONVERTIBLE PREFERRED STOCKS - 1.1%
500 Sprint Corp., 8.25%, 3/31/00 $ 43,000
207,700 Union Pacific Capital Trust, 6.25%, 4/1/28 11,336,681
--------------
Total Convertible Preferred Stocks
(Cost $9,421,733) $ 11,379,681
--------------
COMMON STOCKS - 98.3%
Basic Materials - 7.3%
Aluminum - 0.5%
88,000 Aluminum Company of America $ 5,478,000
--------------
Chemicals - 3.4%
136,000 Dow Chemical Co. $ 17,841,500
249,600 E.I. du Pont de Nemours and Co. 17,628,000
--------------
$ 35,469,500
--------------
Chemicals (Specialty) - 0.5%
144,700 Nalco Chemical Co. $ 5,290,594
--------------
Iron & Steel - 1.0%
130,000 AK Steel Holding Corp. $ 3,380,000
523,405 Roanoke Electric Steel Corp. 7,033,255
--------------
$ 10,413,255
--------------
Metals Mining - 1.3%
217,600 Phelps Dodge Corp. $ 13,763,200
--------------
Paper & Forest Products - 0.6%
220,000 Consolidated Papers, Inc. $ 6,655,000
--------------
Total Basic Materials $ 77,069,549
--------------
Capital Goods - 7.3%
Aerospace/Defense - 1.6%
180,000 General Dynamics Corp. $ 12,645,000
107,500 Lockheed Martin Corp. 4,629,219
--------------
$ 17,274,219
--------------
</TABLE>
10 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Equity-Income Fund
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Electrical Equipment - 0.8%
60,000 Honeywell, Inc. $ 5,685,000
51,900 Hubbell, Inc. (Class B) 2,481,469
--------------
$ 8,166,469
--------------
Machinery (Diversified) - 1.3%
505,957 The Gorman-Rupp Co.+ $ 7,842,334
292,600 Timken Co. 6,528,638
--------------
$ 14,370,972
--------------
Manufacturing (Diversified) - 1.5%
117,800 Johnson Controls, Inc. $ 8,592,038
80,000 Minnesota Mining & Manufacturing Co. 7,120,000
--------------
$ 15,712,038
--------------
Manufacturing (Specialized) - 0.4%
166,150 Diebold Inc. $ 3,997,984
--------------
Trucks & Parts - 1.7%
310,500 PACCAR, Inc. $ 17,388,000
--------------
Total Capital Goods $ 76,909,682
--------------
Communications Services - 14.7%
Telecommunications - 1.8%
190,000 Sprint Corp. $ 19,486,875
--------------
Telephone - 12.9%
275,500 Aliant Communications Co. $ 12,190,875
553,700 Ameritech Corp. 37,893,844
396,400 BellSouth Corp. 17,738,900
280,700 GTE Corp. 18,789,356
566,000 SBC Communications, Inc. 31,696,000
329,877 U.S. West Communications Group, Inc. 17,256,691
--------------
$ 135,565,666
--------------
Total Communications Services $ 155,052,541
--------------
Consumer Cyclicals - 9.3%
Automobiles - 3.9%
463,800 Ford Motor Co. $ 29,654,212
125,000 General Motors Corp. 11,117,187
--------------
$ 40,771,399
--------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 11
<PAGE>
Pioneer Equity-Income Fund
SCHEDULE OF INVESTMENTS 4/30/99 (continued)
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Auto Parts & Equipment - 2.4%
845,000 Delphi Automotive Systems Corp. $ 16,424,687
160,000 The Goodyear Tire & Rubber Co. 9,150,000
--------------
$ 25,574,687
--------------
Publishing - 0.8%
160,000 The McGraw-Hill Co., Inc. $ 8,840,000
--------------
Publishing (Newspapers) - 0.1%
10,000 Tribune Co. $ 834,375
--------------
Retail (Department Stores) - 1.7%
441,000 May Department Stores Co. $ 17,557,313
--------------
Services(Advertising/Marketing) - 0.4%
58,900 The Interpublic Group of Companies, Inc. $ 4,568,431
--------------
Total Consumer Cyclicals $ 98,146,205
--------------
Consumer Staples - 5.4%
Beverages - 0.4%
114,000 Pepsico, Inc. $ 4,210,875
--------------
Entertainment - 1.2%
531,200 Cedar Fair, L.P. $ 12,748,800
--------------
Foods - 3.3%
271,800 BestFoods $ 13,640,962
148,000 General Mills, Inc. 10,822,500
157,750 H.J. Heinz Co. 7,364,953
120,000 Sara Lee Corp. 2,670,000
--------------
$ 34,498,415
--------------
Household Products (Non-Durables) - 0.3%
33,000 Colgate-Palmolive Co. $ 3,380,437
--------------
Retail Stores (Food Chains) - 0.2%
50,000 Winn-Dixie Stores, Inc. $ 1,790,625
--------------
Total Consumer Staples $ 56,629,152
--------------
Energy - 7.2%
Oil (Domestic Integrated) - 1.9%
242,000 Atlantic Richfield Co. $ 20,312,875
--------------
</TABLE>
12 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Equity-Income Fund
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Oil (International Integrated) - 5.3%
296,600 Chevron Corp. $ 29,585,850
144,000 Exxon Corp. 11,961,000
131,000 Mobil Corp. 13,722,250
--------------
$ 55,269,100
--------------
Total Energy $ 75,581,975
--------------
Financial - 18.0%
Banks (Major Regional) - 4.8%
536,600 The Bank of New York Co., Inc. $ 21,464,000
100,000 BankBoston Corp. 4,900,000
50,000 Comerica, Inc. 3,253,125
133,300 Mellon Bank Corp. 9,905,856
152,000 National City Corp. 10,906,000
--------------
$ 50,428,981
--------------
Banks (Regional) - 5.3%
607,500 First Security Corp. $ 11,542,500
269,300 First Tennessee National Corp. 11,613,562
30,000 North Fork Bancorporation, Inc. 675,000
443,608 Old Kent Financial Corp. 20,960,478
283,900 SouthTrust Corp. 11,311,641
--------------
$ 56,103,181
--------------
Insurance (Life/Health) - 1.2%
151,700 American National Insurance Co. $ 10,524,187
46,000 Reliastar Financial Corp. 1,690,500
--------------
$ 12,214,687
--------------
Insurance (Property/Casualty) - 2.2%
170,100 Chubb Corp. $ 10,078,425
175,050 HSB Group, Inc. 6,630,019
226,200 St. Paul Companies, Inc. 6,489,113
--------------
$ 23,197,557
--------------
Investment Banking/Brokerage - 1.2%
125,000 Edwards (AG), Inc. $ 4,375,000
184,100 Paine Webber Group, Inc. 8,641,194
--------------
$ 13,016,194
--------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 13
<PAGE>
Pioneer Equity-Income Fund
SCHEDULE OF INVESTMENTS 4/30/99 (continued)
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Investment Management - 2.6%
232,600 Alliance Capital Management, L.P. $ 6,454,650
227,600 Eaton Vance Corp. (Non-voting) 5,192,125
402,000 T. Rowe Price Associates, Inc. 15,150,375
--------------
$ 26,797,150
--------------
Savings & Loan Companies - 0.7%
99,000 Astoria Financial Co. $ 4,962,375
24,600 Queens County Bancorp, Inc. 864,075
42,000 Washington Mutual, Inc. 1,727,250
--------------
$ 7,553,700
--------------
Total Financial $ 189,311,450
--------------
Healthcare - 10.3%
Healthcare (Diversified) - 4.7%
356,600 Abbott Laboratories $ 17,272,812
165,000 American Home Products Corp. 10,065,000
200,000 Bristol-Myers Squibb Co. 12,712,500
95,000 Johnson & Johnson 9,262,500
--------------
$ 49,312,812
--------------
Healthcare (Drugs/Major Pharmaceuticals) - 4.8%
160,400 Merck & Co., Inc. $ 11,268,100
821,600 Schering-Plough Corp. 39,693,550
--------------
$ 50,961,650
--------------
Healthcare (Medical Products/Supplies) - 0.8%
218,000 Becton, Dickinson & Co. $ 8,106,875
--------------
Total Healthcare $ 108,381,337
--------------
Technology - 6.8%
Communications Equipment - 0.6%
170,000 Harris Corp. $ 5,875,625
--------------
Computers (Hardware) - 3.0%
245,600 Hewlett-Packard Co. $ 19,371,700
57,000 IBM Corp. 11,923,688
--------------
$ 31,295,388
--------------
Electronics (Defense) - 0.8%
120,000 Raytheon Co. (Class B) $ 8,430,000
--------------
Equipment (Semiconductors) - 0.8%
497,000 Helix Technology Corp. $ 8,775,156
--------------
</TABLE>
14 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Equity-Income Fund
<TABLE>
<CAPTION>
Shares Value
<S> <C> <C>
Photography/Imaging - 1.6%
230,000 Eastman Kodak Co. $ 17,163,750
--------------
Total Technology $ 71,539,919
--------------
Transportation - 1.3%
Railroads - 1.3%
115,000 Burlington Northern Santa Fe Corp. $ 4,211,875
293,600 Norfolk Southern Corp. 9,597,050
--------------
Total Transportation $ 13,808,925
--------------
Utilities - 10.7%
Electric Companies - 5.4%
296,200 Allegheny Energy, Inc. $ 10,089,312
636,500 Baltimore Gas & Electric Co. 17,901,562
140,000 BEC Energy 5,950,000
372,350 DPL, Inc. 6,655,756
200,000 DQE, Inc. 8,237,500
10,000 FPL Group, Inc. 563,750
284,400 Kansas City Power & Light Co. 7,607,700
--------------
$ 57,005,580
--------------
Natural Gas - 4.9%
100,600 Buckeye Partners, L.P. $ 2,804,225
190,750 Consolidated Natural Gas Co. 11,349,625
147,933 Indiana Energy, Inc. 3,162,068
454,700 KeySpan Energy Corp. 12,163,225
60,882 Kinder Morgan Energy Partners, L.P. 2,267,855
22,200 Lakehead Pipe Line Partners, L.P. (Preferred Units) 1,004,550
191,200 NICOR, Inc. 6,954,900
128,300 Public Service Co. of North Carolina, Inc. 3,632,494
446,600 Questar Corp. 8,122,538
--------------
$ 51,461,480
--------------
Water Utility - 0.4%
150,400 American Water Works Co., Inc. $ 4,277,000
--------------
Total Utilities $ 112,744,060
--------------
Total Common Stocks
(Cost $703,870,899) $1,035,174,795
--------------
TOTAL INVESTMENT IN SECURITIES
(Cost $719,992,632) $1,050,384,129
--------------
</TABLE>
The accompanying notes are an integral part of these financial statements. 15
<PAGE>
Pioneer Equity-Income Fund
SCHEDULE OF INVESTMENTS 4/30/99 (continued)
<TABLE>
<CAPTION>
Principal
Amount Value
<S> <C> <C>
TEMPORARY CASH INVESTMENT - 0.2%
Commercial Paper - 0.2%
$1,650,000 Exxon Asset Management Co., 4.92%, 5/3/99 $ 1,650,000
--------------
TOTAL TEMPORARY CASH INVESTMENT
(Cost $1,650,000) $ 1,650,000
--------------
TOTAL INVESTMENT IN SECURITIES AND
TEMPORARY CASH INVESTMENT - 100%
(Cost $721,642,632)(a) $1,052,034,129
==============
</TABLE>
+ Investment held by Fund representing 5% or more of the outstanding voting
stock of such company.
144A Security is exempt from registration under Rule 144A of the Securities Act
of 1933. Such securities may be resold normally to qualified institutional
buyers in a transaction exempt from registration. At April 30, 1999, the
value of these securities amounted to $3,829,653 or 0.4% of total net
assets.
(a) At April 30, 1999, the net unrealized gain on investments based on cost
for federal income tax purposes of $718,784,518 was as follows:
<TABLE>
<S> <C>
Aggregate gross unrealized gain for all investments in
which there is an excess of value over tax cost $343,077,590
Aggregate gross unrealized loss for all investments in
which there is an excess of tax cost over value (9,827,979)
------------
Net unrealized gain $333,249,611
============
</TABLE>
Purchases and sales of securities (excluding temporary cash investments) for
the six months ended April 30, 1999, aggregated $185,751,616 and $129,790,111,
respectively.
16 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Equity-Income Fund
BALANCE SHEET 4/30/99
<TABLE>
<S> <C>
ASSETS:
Investment in securities, at value (including temporary cash investment
of $1,650,000) (cost $721,642,632) $ 1,052,034,129
Cash 753
Receivables -
Investment securities sold 3,152,045
Fund shares sold 2,447,643
Dividends and interest 2,316,037
Other 15,382
---------------
Total assets $ 1,059,965,989
---------------
LIABILITIES:
Payables -
Investment securities purchased $ 442,000
Fund shares repurchased 1,175,756
Due to affiliates 1,066,307
Accrued expenses 45,783
---------------
Total liabilities $ 2,729,846
---------------
NET ASSETS:
Paid-in capital $ 685,784,362
Accumulated undistributed net investment income 2,787,025
Accumulated undistributed net realized gain on investments 38,273,259
Net unrealized gain on investments 330,391,497
---------------
Total net assets $ 1,057,236,143
===============
NET ASSET VALUE PER SHARE:
(Unlimited number of shares authorized)
Class A (based on $682,252,480/22,426,956 shares) $ 30.42
===============
Class B (based on $335,116,879/11,089,082 shares) $ 30.22
===============
Class C (based on $36,222,683/1,199,839 shares) $ 30.19
===============
Class Y (based on $3,644,101/119,672 shares) $ 30.45
===============
MAXIMUM OFFERING PRICE:
Class A $ 32.28
===============
</TABLE>
The accompanying notes are an integral part of these financial statements. 17
<PAGE>
Pioneer Equity-Income Fund
STATEMENT OF OPERATIONS
For the Six Months Ended 4/30/99
<TABLE>
<CAPTION>
INVESTMENT INCOME:
<S> <C> <C>
Dividends $12,525,949
Interest 389,605
-----------
Total investment income $ 12,915,554
------------
EXPENSES:
Management fees $ 2,884,606
Transfer agent fees
Class A 510,844
Class B 279,096
Class C 42,924
Class Y 245
Distribution fees
Class A 778,171
Class B 1,519,917
Class C 151,153
Administrative fees 85,582
Custodian fees 44,569
Registration fees 96,647
Professional fees 31,390
Printing 43,730
Fees and expenses of nonaffiliated trustees 18,534
Miscellaneous 11,322
-----------
Total expenses $ 6,498,730
Less fees paid indirectly (103,033)
------------
Net expenses $ 6,395,697
------------
Net investment income $ 6,519,857
------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments $ 40,428,769
Change in net unrealized gain on investments 63,408,207
------------
Net gain on investments $103,836,976
------------
Net increase in net assets resulting from operations $110,356,833
============
</TABLE>
18 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Equity-Income Fund
STATEMENTS OF CHANGES IN NET ASSETS
For the Six Months Ended 4/30/99 and the Year Ended 10/31/98
<TABLE>
<CAPTION>
Six Months Year Ended
Ended 4/30/99 10/31/98
<S> <C> <C>
FROM OPERATIONS:
Net investment income $ 6,519,857 $ 12,816,468
Net realized gain on investments 40,428,769 23,455,256
Change in net unrealized gain on investments 63,408,207 90,559,589
-------------- --------------
Net increase in net assets resulting from operations $ 110,356,833 $ 126,831,313
-------------- --------------
DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class A ($0.24 and $0.48 per share, respectively) $ (5,140,256) $ (9,465,678)
Class B ($0.12 and $0.29 per share, respectively) (1,303,481) (2,681,431)
Class C ($0.11 and $0.29 per share, respectively) (114,995) (204,927)
Class Y ($0.29 and $0.13 per share, respectively) (32,214) (13,022)
Net realized gain:
Class A ($0.76 and $0.73 per share, respectively) (15,955,992) (13,377,646)
Class B ($0.76 and $0.73 per share, respectively) (7,785,428) (6,017,141)
Class C ($0.76 and $0.73 per share, respectively) (736,802) (384,858)
Class Y ($0.76 and $0.00 per share, respectively) (80,223) -
-------------- --------------
Total distributions to shareholders $ (31,149,391) $ (32,144,730)
-------------- --------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 156,663,822 $ 282,310,127
Reinvestment of distributions 28,677,502 29,629,866
Cost of shares repurchased (102,000,256) (177,923,138)
-------------- --------------
Net increase in net assets resulting from fund
share transactions $ 83,341,068 $ 134,016,855
-------------- --------------
Net increase in net assets $ 162,548,510 $ 228,703,465
NET ASSETS:
Beginning of period 894,687,633 665,984,168
-------------- --------------
End of period (including accumulated undistributed net
investment income of $2,787,025 and $2,858,114,
respectively) $1,057,236,143 $ 894,687,633
============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements. 19
<PAGE>
Pioneer Equity-Income Fund
STATEMENTS OF CHANGES IN NET ASSETS (continued)
<TABLE>
<CAPTION>
'99 Shares '99 Amount '98 Shares '98 Amount
<S> <C> <C> <C> <C>
CLASS A
Shares sold 3,344,964 $ 96,241,413 6,498,655 $ 176,430,152
Reinvestment of distributions 696,480 19,776,409 820,812 21,402,740
Less shares repurchased (2,410,025) (69,535,644) (4,779,787) (129,571,542)
---------- ------------- ---------- --------------
Net increase 1,631,419 $ 46,482,178 2,539,680 $ 68,261,350
========== ============= ========== ==============
CLASS B
Shares sold 1,699,655 $ 48,693,223 3,260,906 $ 88,078,226
Reinvestment of distributions 285,624 8,071,455 300,913 7,743,240
Less shares repurchased (979,677) (28,084,635) (1,652,132) (44,685,857)
---------- ------------- ---------- --------------
Net increase 1,005,602 $ 28,680,043 1,909,687 $ 51,135,609
========== ============= ========== ==============
CLASS C
Shares sold 387,407 $ 11,060,464 545,171 $ 14,756,877
Reinvestment of distributions 25,403 717,166 18,231 470,941
Less shares repurchased (143,436) (4,094,804) (133,683) (3,552,030)
---------- ------------- ---------- --------------
Net increase 269,374 $ 7,682,826 429,719 $ 11,675,788
========== ============= ========== ==============
CLASS Y*
Shares sold 23,045 $ 668,722 106,376 $ 3,044,872
Reinvestment of distributions 3,960 112,472 473 12,945
Less shares repurchased (10,010) (285,173) (4,172) (113,709)
---------- ------------- ---------- --------------
Net increase 16,995 $ 496,021 102,677 $ 2,944,108
========== ============= ========== ==============
</TABLE>
*Class Y shares were first publicly offered on July 2, 1998.
20 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Equity-Income Fund
FINANCIAL HIGHLIGHTS 4/30/99
<TABLE>
<CAPTION>
Six Months
Ended Year Ended
4/30/99 10/31/98
<S> <C> <C>
CLASS A
Net asset value, beginning of period $ 28.10 $ 24.78
------- -------
Increase (decrease) from investment operations:
Net investment income $ 0.22 $ 0.49
Net realized and unrealized gain (loss) on investments 3.10 4.04
------- -------
Net increase from investment operations $ 3.32 $ 4.53
Distributions to shareholders:
Net investment income (0.24) (0.48)
Net realized gain (0.76) (0.73)
------- -------
Net increase (decrease) in net asset value $ 2.32 $ 3.32
------- -------
Net asset value, end of period $ 30.42 $ 28.10
======= =======
Total return* 12.05% 18.69%
Ratio of net expenses to average net assets 1.08%**+ 1.05%+
Ratio of net investment income to average net assets 1.60%**+ 1.82%+
Portfolio turnover rate 27%** 12%
Net assets, end of period (in thousands) $682,252 $584,389
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.06%** 1.04%
Net investment income 1.62%** 1.83%
Pioneer Equity-Income Fund
FINANCIAL HIGHLIGHTS 4/30/99
<CAPTION>
Year Ended Year Ended Year Ended Year Ended
10/31/97 10/31/96 10/31/95 10/31/94
<S> <C> <C> <C> <C>
CLASS A
Net asset value, beginning of period $ 20.37 $ 18.22 $ 16.16 $ 16.92
------- ------- ------- -------
Increase (decrease) from investment operations:
Net investment income $ 0.50 $ 0.55 $ 0.54 $ 0.55
Net realized and unrealized gain (loss) on investments 5.36 2.24 2.45 (0.54)
------- ------- ------- -------
Net increase from investment operations $ 5.86 $ 2.79 $ 2.99 $ 0.01
Distributions to shareholders:
Net investment income (0.50) (0.50) (0.53) (0.54)
Net realized gain (0.95) (0.14) (0.40) (0.23)
------- ------- ------- -------
Net increase (decrease) in net asset value $ 4.41 $ 2.15 $ 2.06 $ (0.76)
------- ------- ------- --------
Net asset value, end of period $ 24.78 $ 20.37 $ 18.22 $ 16.16
======= ======= ======= ========
Total return* 30.40% 15.53% 19.51% 0.09%
Ratio of net expenses to average net assets 1.11%+ 1.19%+ 1.29%+ 1.24%
Ratio of net investment income to average net assets 2.22%+ 2.85%+ 3.26%+ 3.43%
Portfolio turnover rate 18% 47% 13% 27%
Net assets, end of period (in thousands) $452,300 $336,384 $249,981 $175,943
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.10% 1.18% 1.27% -
Net investment income 2.23% 2.86% 3.28% -
</TABLE>
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at 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.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
21
<PAGE>
Pioneer Equity-Income Fund
FINANCIAL HIGHLIGHTS 4/30/99
<TABLE>
<CAPTION>
Six Months
Ended Year Ended
4/30/99 10/31/98
<S> <C> <C>
CLASS B
Net asset value, beginning of period $ 27.91 $ 24.63
------- -------
Increase from investment operations:
Net investment income $ 0.12 $ 0.29
Net realized and unrealized gain on investments 3.07 4.01
------- -------
Net increase from investment operations $ 3.19 $ 4.30
Distributions to shareholders:
Net investment income (0.12) (0.29)
In excess of net investment income - -
Net realized gain (0.76) (0.73)
------- -------
Net increase in net asset value $ 2.31 $ 3.28
------- -------
Net asset value, end of period $ 30.22 $ 27.91
======= =======
Total return* 11.64% 17.83%
Ratio of net expenses to average net assets 1.85%**+ 1.82%+
Ratio of net investment income to average net assets 0.83%**+ 1.05%+
Portfolio turnover rate 27%** 12%
Net assets, end of period (in thousands) $ 335,117 $281,469
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.83%** 1.81%
Net investment income 0.85%** 1.06%
Pioneer Equity-Income Fund
FINANCIAL HIGHLIGHTS 4/30/99
<CAPTION>
Year Ended Year Ended Year Ended 4/4/94 to
10/31/97 10/31/96 10/31/95 10/31/94
<S> <C> <C> <C> <C>
CLASS B
Net asset value, beginning of period $ 20.26 $ 18.15 $ 16.14 $ 15.46
------- ------- ------- --------
Increase from investment operations:
Net investment income $ 0.33 $ 0.41 $ 0.45 $ 0.21
Net realized and unrealized gain on investments 5.32 2.22 2.41 0.71
------- ------- ------- --------
Net increase from investment operations $ 5.65 $ 2.63 $ 2.86 $ 0.92
Distributions to shareholders:
Net investment income (0.33) (0.38) (0.45) (0.21)
In excess of net investment income - - - (0.03)
Net realized gain (0.95) (0.14) (0.40) -
------- ------- ------- --------
Net increase in net asset value $ 4.37 $ 2.11 $ 2.01 $ 0.68
------- ------- ------- --------
Net asset value, end of period $ 24.63 $ 20.26 $ 18.15 $ 16.14
======= ======= ======= ========
Total return* 29.35% 14.70% 18.64% 5.93%
Ratio of net expenses to average net assets 1.88%+ 1.95%+ 2.02%+ 1.92%**
Ratio of net investment income to average net assets 1.45%+ 2.06%+ 2.35%+ 2.35%**
Portfolio turnover rate 18% 47% 13% 27%
Net assets, end of period (in thousands) $201,360 $134,657 $60,433 $ 12,663
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.87% 1.94% 1.98% -
Net investment income 1.46% 2.07% 2.39% -
</TABLE>
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at 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.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
22
<PAGE>
Pioneer Equity-Income Fund
FINANCIAL HIGHLIGHTS 4/30/99
<TABLE>
<CAPTION>
Six Months
Ended Year Ended Year Ended 1/31/96 to
4/30/99 10/31/98 10/31/97 10/31/96
<S> <C> <C> <C> <C>
CLASS C
Net asset value, beginning of period $ 27.88 $ 24.61 $ 20.25 $ 19.49
------- ------- ------- -------
Increase from investment operations:
Net investment income $ 0.11 $ 0.27 $ 0.32 $ 0.27
Net realized and unrealized gain on investments 3.07 4.02 5.32 0.76
------- ------- ------- -------
Net increase from investment operations $ 3.18 $ 4.29 $ 5.64 $ 1.03
Distributions to shareholders:
Net investment income (0.11) (0.29) (0.33) (0.27)
Net realized gain (0.76) (0.73) (0.95) -
-------- ------- ------- -------
Net increase in net asset value $ 2.31 $ 3.27 $ 4.36 $ 0.76
-------- ------- ------- -------
Net asset value, end of period $ 30.19 $ 27.88 $ 24.61 $ 20.25
======== ======= ======= =======
Total return* 11.60% 17.80% 29.32% 5.34%
Ratio of net expenses to average net assets 1.95%**+ 1.89%+ 1.93%+ 1.98%**+
Ratio of net investment income to average net assets 0.72%**+ 0.97%+ 1.35%+ 1.91%**+
Portfolio turnover rate 27%** 12% 18% 47%
Net assets, end of period (in thousands) $ 36,223 $25,941 $12,324 $ 4,144
Ratios assuming reduction for fees paid indirectly:
Net expenses 1.92%** 1.87% 1.91% 1.94%**
Net investment income 0.75%** 0.99% 1.37% 1.95%**
</TABLE>
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, the complete redemption of the
investment at 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.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements.
23
<PAGE>
Pioneer Equity-Income Fund
FINANCIAL HIGHLIGHTS 4/30/99
<TABLE>
<CAPTION>
Six Months
Ended 7/2/98 to
4/30/99 10/31/98
<S> <C> <C>
CLASS Y
Net asset value, beginning of period $ 28.13 $ 28.72
------- -------
Increase (decrease) from investment operations:
Net investment income $ 0.28 $ 0.18
Net realized and unrealized gain (loss) on investments 3.09 (0.64)
------- -------
Net increase (decrease) from investment operations $ 3.37 $(0.46)
Distributions to shareholders:
Net investment income (0.29) (0.13)
Net realized gain (0.76) -
------- -------
Net increase (decrease) in net asset value $ 2.32 $ (0.59)
------- --------
Net asset value, end of period $ 30.45 $ 28.13
======= ========
Total return* 12.24% (1.59)%
Ratio of net expenses to average net assets 0.68%**+ 0.74%**+
Ratio of net investment income to average net assets 1.99%**+ 2.07%**+
Portfolio turnover rate 27%** 12%
Net assets, end of period (in thousands) $ 3,644 $ 2,888
Ratios assuming reduction for fees paid indirectly:
Net expenses 0.67%** 0.74%**
Net investment income 2.00%** 2.07%**
</TABLE>
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, and the complete redemption of the
investment at net asset value at the end of each period.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
24 The accompanying notes are an integral part of these financial statements.
<PAGE>
Pioneer Equity-Income Fund
NOTES TO FINANCIAL STATEMENTS 4/30/99
1. Organization and Significant Accounting Policies
Pioneer Equity-Income Fund (the Fund), is a Delaware business trust registered
under the Investment Company Act of 1940 as a diversified, open-end management
investment company. The investment objectives of the Fund are current income
and long-term growth of capital.
The Fund offers four classes of shares--Class A, Class B, Class C, and Class Y
shares. Each class of shares represents an interest in the same portfolio of
investments of the Fund and have equal rights to voting, redemptions, dividends
and liquidation, except that each class of shares can bear different transfer
agent and distribution fees and have exclusive voting rights with respect to
the distribution plans that have been adopted by Class A, Class B, and Class C
respectively. There is no distribution plan for Class Y shareholders.
The Fund's financial statements have been prepared in conformity with generally
accepted accounting principles that require the management of the Fund to,
among other things, make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts
of revenues and expenses during the reporting periods. Actual results could
differ from those estimates. The following is a summary of significant
accounting policies consistently followed by the Fund, which are in conformity
with those generally accepted in the investment company industry:
A. Security Valuation
Security transactions are recorded on trade date. The net asset value is
computed once daily, on each day the New York Stock Exchange is open, as of
the close of regular trading on the Exchange. In computing the net asset
value, securities are valued at the last sale price on the principal
exchange where they are traded. Securities that have not traded on the date
of valuation, or securities for which sale prices are not generally
reported, are valued at the mean between the last bid and asked prices.
Securities for which market quotations are not readily available are valued
at their fair values as determined by, or under the direction of, the Board
of Trustees. Dividend income is recorded on the ex-dividend date and
interest income is recorded on the accrual basis. Temporary cash investments
are valued at amortized cost.
25
<PAGE>
Pioneer Equity-Income Fund
NOTES TO FINANCIAL STATEMENTS 4/30/99 (continued)
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes. It
is the Fund's practice to first select for sale those securities that have
the highest cost and also qualify for long-term capital gain or loss
treatment for tax purposes.
Settlements from litigation and class action suits are recognized when the
Fund acquires an enforceable right to such awards. Included in net realized
gain from investments is $44,102 of class action settlements received by the
Fund during the six months ended April 30, 1999.
B. Federal Income Taxes
It is the Fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareholders. Therefore, no federal income tax provision is required.
The characterization of distributions to shareholders for financial
reporting purposes is determined in accordance with federal income tax
rules. Therefore, the source of the Fund's distributions may be shown in the
accompanying financial statements as either from or in excess of net
investment income or net realized gain on investment transactions, or from
paid-in capital, depending on the type of book/tax differences that may
exist.
C. Fund Shares
The Fund records sales and repurchases of its shares on trade date. Net
losses, if any, as a result of cancellations are absorbed by Pioneer Funds
Distributor, Inc. (PFD), the principal underwriter for the Fund and an
indirect subsidiary of The Pioneer Group, Inc. (PGI). PFD earned $195,852 in
underwriting commissions on the sale of fund shares during the six months
ended April 30, 1999.
D. Class Allocations
Distribution fees are calculated based on the average daily net asset value
attributable to Class A, Class B and Class C shares of the Fund,
respectively. Class Y shares are not subject to a distribution plan.
Shareholders of each class share all expenses and fees paid to the transfer
agent, Pioneering Services Corporation (PSC), for their services, which are
allocated based on the number of accounts in each class and the ratable
allocation of related out-of-pocket expense (see Note 3). Income,
26
<PAGE>
Pioneer Equity-Income Fund
common expenses and realized and unrealized gains and losses are calculated
at the Fund level and allocated daily to each class of shares based on the
respective percentage of adjusted net assets at the beginning of the day.
Distributions to shareholders are recorded as of the ex-dividend date.
Distributions paid by the Fund with respect to each class of shares are
calculated in the same manner, at the same time, and in the same amount,
except that Class A, Class B, Class C and Class Y shares can bear different
transfer agent and distribution fees.
2. Management Agreement
Pioneer Investment Management, Inc. (PIM), the Fund's investment adviser,
manages the Fund's portfolio and is a wholly owned subsidiary of PGI.
Management fees are calculated at the annual rate of 0.60% of the Fund's
average daily net assets up to $10 billion and 0.575% of the excess over $10
billion.
In addition, under the management and administration agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund. At April 30, 1999, $514,771 was payable to PIM
related to management fees, administrative and certain others services.
3. Transfer Agent
PSC, a wholly owned subsidiary of PGI, provides substantially all transfer
agent and shareholder services to the Fund at negotiated rates. Included in due
to affiliates is $129,415 in transfer agent fees payable to PSC at April 30,
1999.
4. Distribution Plans
The Fund adopted Plans of Distribution with respect to Class A, Class B and
Class C shares (Class A Plan, Class B Plan and Class C Plan) in accordance with
Rule 12b-1 of the Investment Company Act of 1940. Pursuant to the Class A Plan,
the Fund pays PFD a service fee of up to 0.25% of the Fund's average daily net
assets in reimbursement of its actual expenditures to finance activities
primarily intended to result in the sale of Class A shares. Pursuant to the
Class B Plan and the Class C Plan, the Fund pays PFD 1.00% of the average daily
net assets attributable to each class of shares. The fee consists of a 0.25%
service fee and a 0.75% distribution fee paid as compensation for personal
services and/or account maintenance services or distribution services with
regard
27
<PAGE>
Pioneer Equity-Income Fund
NOTES TO FINANCIAL STATEMENTS 4/30/99 (continued)
to Class B and Class C shares. Included in due to affiliates is $422,121 in
distribution fees payable to PFD at April 30, 1999.
In addition, redemptions of each class of shares (except Class Y shares) may be
subject to a contingent deferred sales charge (CDSC). A CDSC of 1.00% may be
imposed on redemptions of certain net asset value purchases of Class A shares
within one year of purchase. Class B shares that are redeemed within six years
of purchase are subject to a CDSC at declining rates beginning at 4.0%, based
on the lower of cost or market value of shares being redeemed. Redemptions of
Class C shares within one year of purchase are subject to a CDSC of 1.00%.
Proceeds from the CDSCs are paid to PFD. For the six months ended April 30,
1999, CDSCs in the amount of $269,820 were paid to PFD.
5. Expense Offsets
The Fund has entered into certain directed brokerage and expense offset
arrangements resulting in a reduction in the Fund's total expenses. For the six
months ended April 30, 1999, the Fund's expenses were reduced by $103,033 under
such arrangements.
6. Line of Credit Facility
The Fund, along with certain other funds in the Pioneer Family of Funds (the
Funds), collectively participate in a $50 million committed, unsecured
revolving line of credit facility. Borrowings are used solely for temporary or
emergency purposes. The Fund may borrow up to the lesser of $50 million or the
limits set by its prospectus for borrowings. Interest on collective borrowings
of up to $25 million is payable at the Federal Funds Rate plus 3/8% on an
annualized basis, or at the Federal Funds Rate plus 1/2% if the borrowing
exceeds $25 million at any one time. The Funds pay an annual commitment fee for
this facility. The commitment fee is allocated among such Funds based on their
respective borrowing limits. For the six months ended April 30, 1999, the Fund
had no borrowings under this agreement.
28
<PAGE>
Pioneer Equity-Income Fund
6. Affiliated Companies
The Fund's investments in certain companies exceed 5% of the outstanding
voting stock. Such companies are deemed affiliates of the Fund for financial
reporting purposes. The following summarizes transactions with affiliates of
the Fund as of April 30, 1999:
<TABLE>
<CAPTION>
Dividend
Affiliates Purchases Sales Income Value
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
The Gorman-Rupp Co. - $8,095 $151,937 $7,842,334
- -------------------------------------------------------------------------------
</TABLE>
29
<PAGE>
Pioneer Equity-Income Fund
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareowners and the Board of Trustees of Pioneer Equity-Income Fund:
We have audited the accompanying balance sheet, including the schedule of
investments, of Pioneer Equity-Income Fund (the Fund) as of April 30, 1999, and
the related statement of operations, the statements of changes in net assets,
and the financial highlights for the periods presented. These financial
statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
April 30, 1999, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pioneer Equity-Income Fund as of April 30, 1999, the results of its operations,
the changes in its net assets, and the financial highlights for the periods
presented, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
June 4, 1999
30
<PAGE>
Pioneer Equity-Income Fund
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
Officers Trustees
John F. Cogan, Jr. John F. Cogan, Jr., Chairman and
Mary K. Bush President
Richard H. Egdahl, M.D. David D. Tripple, Executive Vice
Margaret B.W. Graham President
John W. Kendrick John A. Carey, Vice President
Marguerite A. Piret John A. Boynton, Treasurer
David D. Tripple Joseph P. Barri, Secretary
Stephen K. West
John Winthrop
Investment Adviser
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Independent Public Accountants
Arthur Andersen LLP
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Hale and Dorr LLP
Shareowner Services and Transfer Agent
Pioneering Services Corporation
31
<PAGE>
PROGRAMS AND SERVICES FOR PIONEER SHAREOWNERS
Your investment representative can give you additional information on Pioneer's
programs and services. If you want to order literature on any of the following
items directly, simply call Pioneer at 1-800-225-6292.
FactFone(SM)
Our automated account information service, available to you 24 hours a day,
seven days a week. FactFone gives you a quick and easy way to check fund share
prices, yields, dividends and distributions, as well as information about your
own account. Simply call 1-800-225-4321. For specific account information, have
your 13-digit account number and four-digit personal identification number at
hand.
90-Day Reinstatement Privilege (for Class A Shares)
Enables you to reinvest all or a portion of the money you redeem from your
Pioneer account - without paying a sales charge - within 90 days of your
redemption. You have the choice of investing in any Pioneer fund, as long as
you meet its minimum investment requirement.
Investomatic Plan
An easy and convenient way for you to invest on a regular basis. All you need
to do is authorize a set amount of money to be moved out of your bank account
into the Pioneer fund of your choice. Investomatic also allows you to change
the dollar amount, frequency and investment date right over the phone. By
putting aside affordable amounts of money regularly, you can build a long-term
investment - without sacrificing your current standard of living.
Payroll Investment Program (PIP)
Lets you invest in a Pioneer fund directly through your paycheck. All that's
involved is for your employer to fill out an authorization form allowing
Pioneer to deduct from participating employees' paychecks. You specify the
dollar amount you want to invest into the Pioneer fund(s) of your choice.
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<PAGE>
Automatic Exchange Program
A simple way to move money from one Pioneer fund to another over a period of
time. Just invest a lump sum in one fund, and select the other Pioneer funds
you wish to invest in. You choose the amounts and dates for Pioneer to sell
shares of your original fund and use the proceeds to buy shares of the other
funds you have chosen. Over time, your investment will be shifted out of the
original fund. (Automatic Exchange is available for originating accounts with a
balance of $5,000 or more.)
Directed Dividends
Lets you invest cash dividends from one Pioneer fund to an account in another
Pioneer fund with no sales charge or fee. Simply fill out the applicable
information on a Pioneer Account Options Form. (This program is available for
dividend payments only; capital gains distributions are not eligible at this
time.)
Direct Deposit
Lets you move money into your bank account using electronic funds transfer
(EFT). EFT moves your money faster than you would receive a check, eliminates
unnecessary paper and mail, and avoids lost checks. Simply fill out a Pioneer
Direct Deposit Form, giving your instructions.
Systematic Withdrawal Plan (SWP)
Lets you establish automatic withdrawals from your account at set
intervals. You decide the frequency and the day of the month you want. Pioneer
will send the proceeds by check to the address you designate, or electronically
to your bank account. You also can authorize Pioneer to make the redemptions
payable to someone else. (SWPs are available for accounts with a value of
$10,000 or more.)
33
<PAGE>
RETIREMENT PLANS FROM PIONEER
Pioneer has a long history of helping people work toward their retirement
goals, offering plans suited to the individual investor and businesses of all
sizes. For more information on Pioneer retirement plans, contact your
investment professional, or call Pioneer at 1-800-622-0176.
Individual Retirement Account (IRA)
Traditional IRA
A Traditional IRA allows anyone under age 701/2 with earned income to
contribute up to $2,000 annually. Spouses may contribute up to $2,000 annually
into a separate IRA, for a total of $4,000 per year for a married couple.
Earnings are tax-deferred, and contributions may be tax-deductible.
Roth IRA
Contributions, up to $2,000 a year per person in earned income, are not tax-
deductible, but earnings are tax-free for qualified withdrawals. You can
contribute beyond age 701/2, although there are income limits for contributions
at any age.
401(k) Plan
The traditional 401(k) plan allows employees to make pre-tax contributions
through payroll deduction, up to $10,000 per year or 25% of pay, whichever is
less. Employers may contribute.
SIMPLE (Savings Incentive Match PLAN for Employees) IRA Plan
Businesses with 100 or fewer eligible employees can establish a plan; it
resembles a traditional 401(k), but with less testing and lower administration
costs. Employees can make pre-tax contributions of up to $6,000 per year, and
an employer contribution is required.
Most retirement plan withdrawals must meet specific conditions to avoid
penalties.
34
<PAGE>
403(b) Plan
Also known as a Tax-Sheltered Account (TSA), a 403(b) plan is available only to
employees of public schools, not-for-profit hospitals and other tax-exempt
organizations. A 403(b) plan lets employees set aside a portion of their
salary, before taxes, through payroll deduction.
Simplified Employee Pension Plan (SEP)
SEPs let self-employed people and small-business owners make tax-deductible
contributions of up to 15% of their income. Generally, employers must
contribute the same percentage of pay for themselves and any eligible
employees; contributions are made directly to employees' IRAs. SEPs are easy to
administer and can be an especially good choice for firms with few or no
employees.
Profit Sharing Plan
Profit sharing plans offer companies considerable flexibility, allowing them to
decide each year whether a contribution will be made and how much, up to 15% of
each participant's pay. These plans can include provisions for loans and
vesting schedules.
Age-Based Profit Sharing Plan
Like traditional profit sharing plans, employer contributions are flexible, but
age-based plans allocate contributions based on both age and salary. Age-based
plans are designed for employers who want to maximize their own contributions
while keeping contributions to employees affordable.
Money Purchase Pension Plan (MPP)
Money purchase plans are similar to profit-sharing plans, but allow for higher
annual contributions - up to 25% of pay. MPPs aren't as flexible as profit
sharing plans; a fixed percentage of pay must be contributed each year,
determined when the plan is established. Businesses often set up both MPPs and
profit sharing plans.
Most retirement plan withdrawals must meet specific conditions to avoid
penalties.
35
<PAGE>
THE PIONEER FAMILY OF MUTUAL FUNDS
For information about any Pioneer mutual fund, please contact your investment
professional, or call Pioneer at 1-800-225-6292. Ask for a free fund
information kit, which includes a fund prospectus. Please read the prospectus
carefully before you invest or send money.
Growth Funds
United States
Pioneer Capital Growth Fund
Pioneer Growth Shares
Pioneer Micro-Cap Fund
Pioneer Mid-Cap Fund
Pioneer Small Company Fund
International/Global
Pioneer Emerging Markets Fund
Pioneer Europe Fund
Pioneer Indo-Asia Fund
Pioneer International Growth Fund
Pioneer World Equity Fund
Growth and Income Funds
Pioneer Fund
Pioneer II
Pioneer Balanced Fund
Pioneer Equity-Income Fund
Pioneer Real Estate Shares
Income Funds
Taxable
Pioneer America Income Trust
Pioneer Bond Fund
Pioneer Short-Term Income Trust
Pioneer Strategic Income Fund
Tax-Free
Pioneer Tax-Free Income Fund
Money Market Fund
Pioneer Cash Reserves Fund
36
<PAGE>
This page for your notes.
37
<PAGE>
HOW TO CONTACT PIONEER
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
Call us for:
Account information, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FactFone(SM) for automated fund yields, prices,
account information and transactions 1-800-225-4321
Retirement plans information 1-800-622-0176
Telecommunications Device for the Deaf (TDD) 1-800-225-1997
Write to us:
Pioneering Services Corporation
60 State Street
Boston, Massachusetts 02109
Our toll-free fax 1-800-225-4240
Our Internet e-mail address [email protected]
(for general questions about Pioneer only)
Visit our web site: www.pioneerfunds.com
This report must be preceded or accompanied by a current
Fund prospectus.
[Pioneer logo]
Pioneer Investment Management, Inc.
60 State Street 0699-6554
Boston, Massachusetts 02109 [copyright] Pioneer Funds Distributor, Inc.
www.pioneerfunds.com [recycle] Printed on Recycled Paper
