April 3, 1995
SUPPLEMENT
to the prospectuses for:
<TABLE>
<CAPTION>
<S> <C>
Pioneer Fund April 29, 1994 (revised October 28, 1994)
Pioneer Growth Shares July 1, 1994
Pioneer Winthrop Real Estate Investment Fund October 28, 1994 (revised February 8, 1995)
Pioneer Income Fund July 1, 1994
Pioneer America Income Trust April 29, 1994 (revised July 1, 1994)
Pioneer Intermediate Tax-Free Fund April 29, 1994
Pioneer Tax-Free Income Fund July 1, 1994
</TABLE>
How to Buy Fund Shares
In addition to the exceptions listed in each FundOs prospectus, Class A shares
of a Fund may be sold at net asset value per share without a sales charge to
Optional Retirement 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 company providers to Program
participants and (iv) the Program provides for a matching contribution for each
participant contribution.
0495-2418
(C) Pioneer Funds Distributor, Inc.
<PAGE>
[Pioneer Logo]
Pioneer Winthrop
Real Estate Investment Fund
Prospectus
October 28, 1994
(revised February 8, 1995)
Pioneer Winthrop Real Estate Investment Fund (the "Fund") is a non-diversified
open-end investment company seeking primarily long-term growth of capital.
Current income is a secondary objective. The Fund will seek to achieve its
investment objectives by investing at least 75% of its total assets in a
portfolio consisting primarily of equity securities of real estate investment
trusts and other real estate industry companies.
The Fund may also invest up to 25% of its total assets in debt securities of
real estate industry companies, mortgage-backed securities and short-term
investments. In pursuit of its objectives, the Fund may employ active management
techniques (including futures and options) in an attempt to hedge risks
associated with the Fund's investments in real estate equity securities. There
is, of course, no assurance that the Fund will achieve its investment
objectives.
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. Investments in securities of real estate industry companies
entail risks in addition to those customarily associated with investing in
securities in general. The Fund is intended for investors who can accept the
risks associated with its investments and may not be suitable for all investors.
See "Investment Objectives and Policies" for a discussion of these risks.
This Prospectus provides 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, also dated October 28, 1994, which is incorporated in this
Prospectus by reference. A copy of the Statement of Additional Information 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 2
III. INVESTMENT OBJECTIVES AND POLICIES 2
IV. MANAGEMENT OF THE FUND 4
V. DISTRIBUTION PLAN 6
VI. INFORMATION ABOUT FUND SHARES 6
How to Purchase Shares 6
Net Asset Value and Pricing of Orders 7
Dividends, Distributions and Taxation 8
Redemptions and Repurchases 8
Redemption of Small Accounts 10
Description of Shares and Voting Rights 10
VII. SHAREHOLDER SERVICES 10
Account and Confirmation Statements 10
Additional Investments 11
Financial Reports and Tax Information 11
Distribution Options 11
Directed Dividends 11
Direct Deposit 11
Voluntary Tax Withholding 11
Exchange Privilege 11
Telephone Transactions and Related
Liabilities 12
Telecommunications Device for the Deaf (TDD) 12
Retirement Plans 12
Systematic Withdrawal Plans 12
Reinstatement Privilege 12
VIII. INVESTMENT RESULTS 12
APPENDIX A: Certain Investment Practices 13
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 expenses in the table are expressed as a percentage of average net assets of
the Fund.
Shareholder Transaction Expenses
(as a percentage of average net assets):
Maximum Sales Charge on Purchases 5.75%
Maximum Sales Charge on Reinvestment of
Dividends none
Deferred Sales Charge none(1)
Redemption Fee none(2)
Exchange Fee none
Annual Operating Expenses
(as a percentage of average net assets):
Management Fees 1.00%(3)
12b-1 Fees 0.25%
Other Expenses (including shareholder
accounting and transfer
agent fees, custodian fees and printing
expenses): 0.94%(3)
Total Gross Operating Expenses 2.40%
Management Fee Reduction and Expense
Limitation (0.65)%(3)
Net Operating Expenses: 1.75%
(1) Purchases of $1 million or more and certain purchases by participants in a
"Group Plan" (as described under "How to Purchase Shares") are not subject to an
initial sales charge. A contingent deferred sales charge of 1.00% may, however,
be charged on redemptions by such accounts of shares held less than 12 months,
as further described under "Redemptions and Repurchases" in this Prospectus.
(2) Separate fees (currently $10 and $20, respectively) apply to domestic and
international bank wire transfers of redemption proceeds.
(3) Other Expenses is based on estimated amounts for the current fiscal period.
The Fund's investment adviser, Pioneer Winthrop Advisers ("PWA" or the
"Manager"), has agreed to limit the Fund's expenses. Under the arrangement, PWA
will not impose its management fee to the extent needed to limit the Fund's
expenses to 1.75% of the Fund's average daily net assets. This agreement is
voluntary and temporary and may be revised or terminated at any time.
Example:
You would pay the following fees and expenses on a $1,000 investment, assuming a
5% annual return and constant expenses, with or without redemption at the end of
each time period:
One Year Three Years
$74 $109
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 information 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, including information regarding the basis upon which fees and
expenses are reduced or reallocated, see "Management of the Fund," "Distribution
Plan" and "How to Purchase Shares" in this Prospectus and "Management of the
Fund" and "Underwriting Agreement and Distribution Plan" 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 initial sales charge permitted under the National Association of
Securities Dealers Rules of Fair Practice.
The maximum sales charge is reduced on purchases of specified amounts and the
value of shares owned in other Pioneer mutual funds is taken into account in
determining the applicable sales charge. See "How to Purchase Shares." No sales
charge is applied to exchanges of shares of the Fund for shares of other
publicly available mutual funds in the Pioneer complex.
II. FINANCIAL HIGHLIGHTS
The following information has been derived from financial statements which have
been audited by Arthur Andersen LLP, independent public accountants, in
connection with their examination of the Fund's financial statements. Arthur
Andersen LLP's report on the Fund's financial statements as of June 30, 1994
appears in the Fund's Annual Report, which is incorporated by reference into the
Statement of Additional Information. 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 Winthrop Real Estate Investment Fund
For A Share Outstanding Throughout the Period:
October 25, 1993 (Commencement of Operations) to June 30, 1994
Net asset value, beginning of
period (initial capitalization) $ 12.50
Income from investment operations--
Net investment income $ 0.268
Net realized and unrealized loss
on investments (0.448)
Total loss from investment
operations $ 0.180
Distribution to shareholders from--
Net investment income $ 0.270
In excess of net investment income (0.030)
Net decrease in net asset value $ (0.480)
Net asset value, end of period $ 12.020
Total Return* (1.47%)
Ratio of net operating expenses to
average net assets** 1.71%
Ratio of net investment income to
average net assets** 3.73%
Portfolio turnover rate** 23.98%
Net assets, end of period $29,584,189
Ratios assuming no fee reduction or
expense limitation --
Net operating expenses** 2.15%
Net investment income** 3.29%
* Assumes initial investment at net asset value at the beginning of period,
reinvestment of all dividends, and the complete redemption of the investment at
the net asset value at the end of the period and no sales charges. Total return
would be reduced if sales charges were taken into account.
<PAGE>
** Annualized
III. INVESTMENT OBJECTIVES AND POLICIES
The Fund's primary investment objective is to seek long-term growth of capital.
Current income is a secondary investment objective. The Fund pursues these
objectives by investing in a non-diversified portfolio consisting primarily of
equity securities of real estate investment trusts and other real estate
industry companies and, to a lesser extent, in debt securities of such companies
and in mortgage-backed securities.
Under normal circumstances, at least 75% of the Fund's total assets are invested
in equity securities of real estate investment trusts ("REITs") and other real
estate industry
<PAGE>
companies. For purposes of the Fund's investments, a "real estate industry
company" is a company that derives at least 50% of its gross revenues or net
profits from either (a) the ownership, development, construction, financing,
management or sale of commercial, industrial or residential real estate or (b)
products or services related to the real estate industry like building supplies
or mortgage servicing. The equity securities of real estate industry companies
in which the Fund will invest consist of common stock, shares of beneficial
interest of real estate investment trusts and securities with common stock
characteristics, such as preferred stock and debt securities convertible into
common stock ("Real Estate Equity Securities").
The Fund may also invest up to 25% of its total assets in
(a) debt securities of real estate industry companies, (b) mortgage-backed
securities, such as mortgage pass-through certificates, real estate mortgage
investment conduit ("REMIC") certificates and collateralized mortgage
obligations ("CMOs") and (c) short-term investments (as listed below). See
"Other Eligible Investments."
In pursuit of its objectives, the Fund may employ certain management techniques
including options on securities indices and futures contracts on securities and
indices and options on such futures contracts. These techniques may be employed
in an attempt to hedge interest rate or other risks associated with the Fund's
portfolio securities. See Appendix A for a description of these investment
practices and associated risks.
For temporary defensive purposes, the Fund may invest up to 100% of its total
assets in short-term investments (as listed below). The Fund will assume a
temporary defensive posture only when economic and other factors affect the real
estate industry market to such an extent that the Manager believes there to be
extraordinary risks in being substantially invested in Real Estate Equity
Securities.
As to any specific investment in Real Estate Equity Securities, the Manager's
analysis will focus on evaluating the fundamental value of an enterprise. The
Fund will purchase securities for its portfolio when, in the judgment of the
Manager, their market price appears to be less than their fundamental value
and/or which offer a high level of current income consistent with reasonable
investment risk. In selecting specific investments, the Manager will attempt to
identify securities with significant potential for appreciation relative to
their downside exposure and/or which have a timely record and high level of
interest or dividend payments. In making these determinations, the Manager will
take into account price-earnings ratios, cash flow, the relationship of asset
value to market price of the securities, interest or dividend payment history
and other factors which it may determine from time to time to be relevant. The
Manager will attempt to allocate the Fund's portfolio investments across
regional economies and property types.
Risk Factors Associated with the Real Estate Industry
Although the Fund does not invest directly in real estate, it does invest
primarily in Real Estate Equity Securities and does concentrate its investments
in the real estate industry, and, therefore, an investment in the Fund may be
subject to certain risks associated with the direct ownership of real estate and
with the real estate industry in general. These risks include, among others:
possible declines in the value of real estate; risks related to general and
local economic conditions; possible lack of availability of mortgage funds;
overbuilding; extended vacancies of properties; increases in competition,
property taxes and operating expenses; changes in zoning laws; costs resulting
from the clean-up of, and liability to third parties for damages resulting from,
environmental problems; casualty or condemnation losses; uninsured damages from
floods, earthquakes or other natural disasters; limitations on and variations in
rents; and changes in interest rates.
In addition, if the Fund has rental income or income from the disposition of
real property acquired as a result of a default on securities the Fund owns, the
receipt of such income may adversely affect its ability to retain its tax status
as a regulated investment company. See "Tax Status" in the Statement of
Additional Information. Investments by the Fund in securities of companies
providing mortgage servicing will be subject to the risks associated with
refinancings and their impact on servicing rights.
Real Estate Investment Trusts and Associated Risk Factors
The Fund may invest without limitation in shares of REITs. REITs are pooled
investment vehicles which invest primarily in income producing real estate or
real estate related loans or interests. REITs are generally classified as equity
REITs, mortgage REITs or a combination of equity and mortgage REITs. Equity
REITs invest the majority of their assets directly in real property and derive
income primarily from the collection of rents. Equity REITs can also realize
capital gains by selling properties that have appreciated in value. Mortgage
REITs invest the majority of their assets in real estate mortgages and derive
income from the collection of interest payments. Like investment companies such
as the Fund, REITs are not taxed on income distributed to shareholders provided
they comply with several requirements of the Internal Revenue Code of 1986, as
amended (the "Code"). The Fund will indirectly bear its proportionate share of
any expenses paid by REITs in which it invests in addition to the expenses paid
by the Fund.
Investing in REITs involves certain unique risks in addition to those risks
associated with investing in the real estate industry in general. Equity REITs
may be affected by changes in the value of the underlying property owned by the
REITs, while mortgage REITs may be affected by the quality of any credit
extended. REITs are dependent upon management skills, are not diversified, and
are subject to the risks of financing projects. REITs are subject to heavy cash
flow dependency, default by borrowers, self-liquidation, and the possibilities
of failing to qualify for the exemption from tax for distributed income under
the Code and failing to maintain their exemptions from the Investment Company
Act of 1940, as amended (the "1940 Act"). REITs whose underlying assets include
long-term health care properties, such as nursing, retirement and assisted
living homes, may be impacted by federal regulations concerning the health care
industry.
REITs (especially mortgage REITs) are also subject to interest rate risks.
When interest rates decline, the value of a REIT's
<PAGE>
investment in fixed rate obligations can be expected to rise. Conversely, when
interest rates rise, the value of a REIT's investment in fixed rate obligations
can be expected to decline. In contrast, as interest rates on adjustable rate
mortgage loans are reset periodically, yields on a REIT's investments in such
loans will gradually align themselves to reflect changes in market interest
rates, causing the value of such investments to fluctuate less dramatically in
response to interest rate fluctuations than would investments in fixed rate
obligations.
Investing in REITs involves risks similar to those associated with investing in
small capitalization companies. REITs may have limited financial resources, may
trade less frequently and in a limited volume and may be subject to more abrupt
or erratic price movements than larger company securities. Historically, small
capitalization stocks, such as REITs, have been more volatile in price than the
larger capitalization stocks included in the Standard & Poor's Index of 500
Common Stocks.
Other Eligible Investments
The Fund may invest up to 25% of its total assets in any of the investments
described in this section.
Debt Securities of Real Estate Industry Companies and Mortgage-Backed
Securities. The Fund may invest in debt securities (including convertible debt
securities) of real estate industry companies. The Manager intends to invest no
more than 5% of the Fund's net assets in debt securities rated below Baa by
Moody's Investors Service, Inc. ("Moody's") or BBB by Standard & Poor's Ratings
Group ("Standard & Poor's") or, if unrated, judged by the Manager to be of at
least comparable quality. Securities rated Baa by Moody's or BBB by Standard &
Poor's and securities of comparable quality, referred to as "medium grade"
obligations, have speculative characteristics, and changes in economic
conditions and other factors are more likely to lead to weakened capacity to pay
principal and interest than is the case for higher rated investment grade
securities. In the event a debt security purchased by the Fund is subsequently
down graded below investment grade, the Manager will consider whether the Fund
should continue to hold the security. See the Statement of Additional
Information for a description of the corporate debt ratings assigned by Moody's
and Standard & Poor's and the risks associated with lower-rated debt securities.
The Fund may also invest in securities that directly or indirectly represent
participations in, or are collateralized by and payable from, mortgage loans
secured by real property ("Mortgage-Backed Securities"). Investing in Mortgage-
Backed Securities involves certain unique risks in addition to those associated
with investing in the real estate industry in general. These risks include the
failure of a counter-party to meet its commitments, adverse interest rate
changes and the effects of prepayments on mortgage cash flows. See Appendix A
for a more complete description of the characteristics of Mortgage-Backed
Securities and associated risks.
Short-Term Investments. The Fund ma
y invest in short-term investments
consisting of: corporate commercial paper and other short-term commercial
obligations, in each case rated or issued by companies with similar securities
outstanding that are rated Prime-1, Aa or better by Moody's or A-1, AA or better
by Standard & Poor's; obligations (including certificates of deposit, time
deposits, demand deposits and bankers' acceptances) of banks with securities
outstanding that are rated Prime-1, Aa or better by Moody's, or A-1, AA or
better by Standard & Poor's; obligations issued or guaranteed by the U.S.
Government or its agencies or instrumentalities with remaining maturities not
exceeding 18 months; and repurchase agreements.
Foreign Investments
The Fund may invest up to 5% of its net assets in equity and debt securities of
foreign real estate companies. See "Foreign Real Estate Companies and Associated
Risks" in the Statement of Additional Information for a description of the risks
associated with foreign investments.
Restricted and Illiquid Securities
The Fund may invest up to 5% of its net assets in securities exempt from
registration and up to 15% of its net assets in illiquid investments. See
Appendix A for a description of the risks associated with these securities.
Non-Diversified Status
The Fund is "non-diversified" for purposes of the 1940 Act. As a non-diversified
mutual fund, the Fund may be more susceptible to risks associated with a single
economic, political or regulatory occurrence than a diversified fund might be.
Like most other registered investment companies, however, the Fund intends to
qualify as a "regulated investment company" under the Code and therefore will be
subject to diversification limits, which generally require that, as of the close
of each quarter of its taxable year, (i) no more than 25% of its assets may be
invested in the securities of a single issuer (except for U.S. Government
securities) and (ii) with respect to 50% of its total assets, no more than 5% of
its total assets may be invested in the securities of a single issuer (except
for U.S. Government securities) or invested in more than 10% of the outstanding
voting securities of a single issuer.
Portfolio Turnover
The Manager generally avoids market-timing or speculating on broad market
fluctuations. Therefore, except as described above, the Fund will be
substantially fully invested at all times. It is anticipated that the portfolio
turnover rate of the Fund will not exceed 75% in the coming year. Changes in the
portfolio may be made promptly when determined to be advisable by reason of
developments not foreseen at the time of the initial investment decision, and
usually without reference to the length of time a security has been held.
Accordingly, portfolio turnover rates are not considered a limiting factor in
the execution of investment decisions.
The Fund's investment objectives and certain investment restrictions designated
as fundamental in the Statement of Additional Information may be changed by the
Board of Trustees only with shareholder approval.
IV. MANAGEMENT OF THE FUND
The Fund's Board of Trustees has overall responsibility for the management and
supervision of the Fund. There are currently ten Trustees, six of whom are not
"interested persons" of the Fund as defined in the 1940 Act. The Board meets at
least quarterly. By virtue of the functions performed by
<PAGE>
Pioneer Winthrop Advisers ("PWA" or the "Manager") as investment adviser, the
Fund requires no employees other than its executive officers, all of whom
receive their compensation from PWA or other sources. The Statement of
Additional Information contains the names and general background of each Trustee
and executive officer of the Fund.
The Fund is managed under an investment advisory contract with PWA. PWA 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 Board of
Trustees. All the Fund's portfolio investment decisions are made by PWA's
advisory committee which relies on investment subadvisory services provided by
Pioneering Management Corporation ("PMC"), a Delaware corporation, and by
Winthrop Advisors Limited Partnership ("WALP"), a Delaware limited partnership,
pursuant to their investment subadvisory contracts with the Fund. PWA's advisory
committee consists of David D. Tripple, PMC's Chief Investment Officer, Robert
Benson, Senior Vice President of PMC, Francis X. Jacoby, Managing Director of
WALP and W. Tod McGrath, Vice President of WALP. Day-to-day portfolio decisions
are the responsibility of Robert Benson. Mr. Benson joined PMC in 1974 and is
Vice President of the Fund. PWA is a joint venture of The Pioneer Group, Inc.
("PGI"), a Delaware corporation, and Winthrop Financial Associates, A Limited
Partnership ("WFA"), a Maryland limited partnership. Neither PWA nor WALP has
experience in providing investment advice to any other fund and neither
currently provides investment advice to any other account.
PMC, a wholly owned subsidiary of PGI, manages and serves as the investment
adviser for other mutual funds and is an investment adviser to certain other
institutional accounts. PMC is one of the oldest money managers in the United
States and, as of September 30, 1994, PMC managed more than $11 billion in
assets for more than 900,000 investors. Also as of that date, PGI employed more
than 500 people in the United States and more than 800 people abroad. In its
capacity as subadviser to the Fund, PMC (i) is responsible for making portfolio
investment recommendations to PWA based on information, data and analysis
provided to PMC by WALP and other sources, (ii) assures the Fund's investment
portfolio complies with its investment objectives, policies and restrictions,
and is adequately diversified and sufficiently liquid, (iii) analyzes factors
that affect investment securities generally and (iv) places purchase and sale
orders for the Fund's portfolio transactions as approved by PWA. Pioneer Funds
Distributor, Inc. ("PFD"), a wholly owned subsidiary of PGI, is the principal
underwriter of shares of the Fund.
WALP is a wholly owned subsidiary of WFA, one of the nation's largest owners and
managers of real estate. As of September 30, 1994, WFA has been responsible for
the acquisition of approximately 30 million square feet of office and industrial
space, 67,000 apartment units and a collection of high-quality hotels, resorts
and inns located in 44 states and Canada at a cost of more than $6 billion. In
addition, as of that date, WFA had 9 regional offices located throughout the
U.S. and employed over 1,400 people, all of whom were involved in real estate
related activities. In its capacity as subadviser to the Fund, WALP (i)
identifies and analyzes real estate industry companies, including their real
estate properties, and other permissible investments for the Fund, (ii) analyzes
market conditions affecting the real estate industry generally and specific
geographical and securities markets in which the Fund may invest or is invested,
(iii) continuously reviews and analyzes the investments in the Fund's portfolio,
and (iv) furnishes advisory reports based on such analysis to PWA and PMC. WFA
is a majority owned subsidiary of The Nomura Securities Co., Ltd., an
international brokerage and fianancial services firm.
The executive offices of PWA, PMC, PGI and PFD are located at 60 State Street,
Boston, Massachusetts 02109. WFA's and WALP's executive offices are located at
One International Place, Boston, Massachusetts 02110.
Under the terms of its contract with the Fund, PWA serves as the Fund's manager
and investment adviser subject to the supervision of the Fund's Trustees. PWA
pays all the ordinary operating 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 to be paid by the Fund: (a) taxes and other
governmental charges, if any; (b) interest on borrowed money, if any; (c) legal
fees and expenses; (d) auditing fees; (e) insurance premiums; (f) dues and fees
for membership in trade associations; (g) fees and expenses of registering and
maintaining registrations by the Fund of its shares with the SEC, individual
states, territories and foreign jurisdictions and of preparing reports to
government agencies; (h) fees and expenses of Trustees not affiliated with or
interested persons of PWA; (i) fees and expenses of the custodian, dividend
disbursing agent, transfer agent and registrar; (j) issue and transfer taxes
chargeable to the Fund in connection with securities transactions to which the
Fund is a party; (k) costs of reports to shareholders, shareholders' meetings
and Trustees' meetings; (l) the cost of certificates representing shares of the
fund; (m) fund accounting, pricing and appraisal charges and related overhead;
and (n) distribution fees in accordance with Rule 12b-1. The Fund also pays all
brokerage commissions and any taxes or other charges in connection with its
portfolio transactions. In addition, the expense of organizing the Fund and
initially registering and qualifying its shares under federal and state
securities laws are being charged to the Fund's operations, as an expense, over
a period not to exceed 60 months from the Fund's inception date.
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 in which 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 investment research or brokerage services or sells shares
of the Fund or other Pioneer mutual funds. See the Statement of Additional
Information for a further description of PMC's brokerage allocation practices.
As compensation for its management and investment advisory services and certain
expenses which PWA incurs, PWA is entitled to a management fee equal to 1.00%
per annum of the Fund's average daily net assets. The management fee,
<PAGE>
which is greater than those paid by most funds, reflects the added complexity
and additional expenses associated with analyzing real estate investments and
related securities. As compensation for their investment subadvisory services,
PMC and WALP are each entitled to a fee equal to 0.30% per annum of the Fund's
average daily net assets. These subadvisory fees are payable solely by PWA, and
the Fund is not responsible for their payment. All fees are normally computed
daily and paid monthly.
During the fiscal period ended June 30, 1994, the Fund incurred expenses of
$223,842, including management fees paid or payable to PWA of $103,371. PWA has
agreed temporarily to limit its management fee, so that the Fund's expenses will
not exceed 1.75% of average daily net assets. During the fiscal period ended
June 30, 1994, this arrangement resulted in a reduction of expenses for the Fund
of $45,812 due to reduced management fees. This agreement is voluntary and
temporary and may be revised or terminated at any time.
As of September 30, 1994, John F. Cogan, Jr., Chairman and Chief Executive
Officer of the Fund and PWA, Chairman of PFD, and President and a Director of
PGI, owned approximately 15% of the outstanding capital stock of PGI.
V. DISTRIBUTION PLAN
The Fund has adopted a Plan of Distribution (the "Distribution Plan") in
accordance with Rule 12b-1 under the 1940 Act pursuant to which certain
distribution fees are paid to PFD.
Pursuant to the Distribution Plan, the Fund reimburses PFD for its actual
expenditures to finance any activity primarily intended to result in the sale of
Fund shares or to provide services to Fund shareholders, 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 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 average daily net assets; (ii) reimbursement to PFD, PWA, PMC and WALP
for their expenditures for broker-dealer commissions and employee compensation
on certain sales of the Fund's shares with no initial sales charge (see "How to
Purchase Shares"); and (iii) reimbursement to PFD for expenses incurred in
providing services to 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 were
prohibited from acting in any capacity or providing any of the described
services, management would consider what action, if any, would be appropriate.
Total expenses under the plan may not exceed 0.25% of average daily net assets.
Distribution expenses of PFD are expected to substantially exceed the
distribution fees paid by the Fund in a given year. The Distribution Plan may
not be amended to increase materially the annual percentage limitation of
average net assets which may be spent for the services described therein without
approval of the shareholders of the Fund.
The Distribution Plan does not provide for the carryover of reimbursable
expenses beyond 12 months from the time they are incurred. The limited carryover
provision in the 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 Distribution Plan, the Fund may nevertheless, within 12
months of such termination or non-continuance, 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 daily net assets during such period.
VI. INFORMATION ABOUT FUND SHARES
How to Purchase Shares
You may purchase shares of the Fund at the public offering price from any
securities broker-dealer having a sales agreement with PFD. The minimum initial
investment is $1,000, except for accounts being established to utilize monthly
bank drafts, government allotments and other similar automatic investment plans.
The minimum investment for such plans, as well as all other subsequent additions
to an account, is $50. Separate minimum investment requirements apply to
retirement plans and no sales charge or minimum investment requirements apply to
the reinvestment of dividends or capital gains distributions.
The public offering price is the net asset value per share next computed after
receipt of a purchase order, plus a sales charge as follows:
Sales Charge as a % of Dealer
Net Allowance
Offering Amount as a % of
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 million or more -0- -0- See Below
No sales charge is payable at the time of purchase on investments of $1 million
or more, or for investments by certain group plans ("Group Plans"), but for such
investments a contingent deferred sales charge ("CDSC") of 1.00% is imposed in
the event of certain redemption transactions within 12 months of purchase. See
"Redemptions and Repurchases" below. PFD may, in its discretion, pay a
commission to broker-dealers who initiate and are responsible for such purchases
as follows: 1.00% on the first $1 million invested; 0.50% on the next $4 million
invested; and 0.10% on the excess over $5 million invested. These commissions
shall not be payable 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 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 commissions paid
<PAGE>
or a pro rata portion thereof if the retirement plan redeems its shares within
12 months of purchase. See also "Waiver or Reduction of Contingent Deferred
Sales Charge." In connection with PGI's acquisition of Mutual of Omaha Fund
Management Company and contingent upon the achievement of certain sales
objectives, PFD pays to Mutual of Omaha Investor Services, Inc. 50% of PFD's
retention of any sales commission on sales of the Fund's shares through such
dealer. 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.
The schedule of sales charges above is applicable to purchases of 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 Code although more than one beneficiary is involved.
The sales charge applicable to a current purchase of 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
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 so qualify. For purposes of the preceding sentence, Pioneer
mutual funds include all mutual funds for which PFD serves as principal
underwriter. For example, a person investing $5,000 in the Fund who currently
owns shares of the Pioneer funds with a value of $50,000 would pay a sales
charge of 4.50% of the offering price on the new investment.
Qualifying for a Reduced Sales Charge. Sales charges may also be reduced through
an agreement to purchase a specified quantity of shares over a designated
thirteen-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 on the back of the Account Application as well
as in the Statement of Additional Information.
Shares of the Fund may be sold at a reduced or eliminated sales charge to
certain Group Plans under which a sponsoring organization makes recommendations
to, permits group solicitation of, or otherwise facilitates purchases by, its
employees, members or participants. Information about such arrangements is
available from PFD.
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, its subsidiaries or affiliates; (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 an 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 foregoing persons; (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 and
may not be resold except through redemption or repurchase by or on behalf of the
Fund. The availability of this privilege is conditioned on the receipt by PFD of
written notification of eligibility. 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.
Investors who are clients of a broker-dealer with a current sales agreement with
PFD may purchase 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 family of mutual funds. Further details may be obtained from
PFD.
Net Asset Value and Pricing of Orders
Shares of the Fund are sold at the public offering price, which is the net asset
value per share plus the applicable sales charge, if any. Net asset value per
share of the Fund is determined by dividing the value of its assets, less
liabilities, by the number of shares 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 hours of 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 regular trading hours on 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 regular trading hours on 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 regular trading hours on the Exchange and will therefore not be
<PAGE>
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.
An order for shares received by a broker-dealer prior to the close of regular
trading of the Exchange (currently 4:00 p.m. Eastern Time) is confirmed at the
offering price determined at the close of the Exchange on the day the order is
received, provided the order is received by PFD prior to its close of business
(normally 5:30 p.m. Eastern Time). It is the responsibility of broker-dealers to
transmit orders promptly so that they will be received by PFD prior to its close
of business. An order received by a broker-dealer following the close of regular
trading of the Exchange will be confirmed at the offering price as of the close
of regular trading of the Exchange on the next trading day.
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.
Dividends, Distributions and Taxation
The Fund's policy is to pay dividends from net investment income, if any,
quarterly during the months of March, June, September and December and to make
distributions from net realized long-term capital gains, if any, in December.
Net short-term capital gains distributions, if any, may be paid with such
dividends, and additional distributions may also be made at such 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 the dividend income it receives from U.S. domestic
corporations, if any, may qualify for the corporate dividends-received deduction
for corporate shareholders, subject to minimum holding requirements and debt-
financing restrictions under the Code.
Dividends and other distributions and the proceeds of the redemptions,
repurchases or exchanges of Fund shares paid to individuals and other non-exempt
payees will be subject to a 31% backup federal withholding tax if the Fund is
not provided with the shareholder's correct taxpayer identification number and
certification that the number is correct and the shareholder is not subject to
such backup withholding or if the Fund receives notice from the Internal Revenue
Service or a broker that such withholding applies. Please refer to the Account
Application for additional information.
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 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. Shareholders should consult their own tax advisers
regarding state, local and other applicable tax laws.
Redemptions and Repurchases
Redemption by Mail. As a shareholder, you have the right to offer your shares
for redemption by delivering to Pioneering Services Corporation ("PSC") a
written request for redemption in proper form and, if applicable, your share
certificates properly endorsed and in good order for transfer. Redemptions will
be made in cash at the net asset value per share next determined following
receipt by PSC of all necessary documents subject in certain cases to the
contingent deferred sales charge described below.
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 any
of the following eligible guarantor institutions: (i) all brokers, dealers,
municipal securities dealers and/or brokers, government securities dealers
and/or brokers, who are members of a clearing agency or whose net capital
exceeds $100,000; (ii) all banks; (iii) all credit unions; (iv) all savings
associations, including all savings and loan associations; (v) all national
securities exchanges, registered securities associations, and all clearing
agencies; and (vi) all trust companies. In addition, in some cases (involving
fiduciary or corporate transactions), good order may require the furnishing of
additional documents. You cannot provide a signature guarantee by facsimile
("fax").
Signature guarantees are not necessary for redemption requests of $50,000 or
less, provided that the request is otherwise in good order, the record holder
executes the redemption request, payment is directed to the record holder at the
record address, and the address was not changed during the previous 30 days.
Payment normally will be made within seven days after receipt of the appropriate
documents. The Fund reserves the right to withhold payment until checks received
in payment of shares purchased have cleared, which may take up to 15 calen-
<PAGE>
dar days from the purchase date. For additional information about the necessary
documentation for redemption by mail, please contact PSC at 1-800-225-6292.
Redemption 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. The telephone redemption option is not
available to retirement plan accounts. A maximum of $50,000 per account per day
may be redeemed by telephone or fax and the proceeds may be received by check or
by bank wire. 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: the wire must be sent to the bank wire 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.
Additional Conditions of Redemption. For the convenience of shareholders, the
Fund has authorized PFD to act as its agent in the repurchase of shares of the
Fund. The Fund reserves the right to terminate this procedure at any time.
Shareholders whose accounts are registered in the name of a broker, dealer or
other financial institution must contact a representative of the institution
holding the shares to arrange for redemption. Offers to sell shares to the Fund
may be communicated to PFD by wire or telephone by broker-dealers for their
customers. The Fund repurchases shares offered to it at the net asset value per
share determined as of the close of regular trading on the Exchange on the day
the offer for repurchase is received and accepted by the broker-dealer if the
offer is received by PFD before the close of business on that day.
A broker-dealer which receives an offer for repurchase is responsible for the
prompt transmittal of such offer to PFD. Payment of the repurchase proceeds will
be made in cash to the broker-dealer placing the order. Except for certain large
accounts subject to a contingent deferred sales charge (as described below)
neither the Fund nor PFD charges any fee or commission upon such repurchase
which is then settled as an ordinary transaction with the broker-dealer (which
may make a charge to the shareholder for this service) delivering the shares
repurchased. Payment will be made within seven days of the receipt by PSC of
valid instructions, including validly endorsed certificates, if appropriate, in
good order as described above.
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 upon the market value
of the portfolio at the time of redemption or repurchase. Redemptions and
repurchases are taxable transactions to shareholders.
Redemptions and repurchases 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.
Purchases of $1,000,000 or more, and purchases by participants in a Group Plan
which have not been subject to a sales charge, may be subject to a CDSC upon
redemption or repurchase. 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 1.00% 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. In determining whether a CDSC is payable, and, if so, the amount of the
charge, it is assumed that shares purchased with reinvested dividend and capital
gain distributions and then such other shares which are held the longest will be
the first redeemed. Shares subject to the CDSC which are exchanged into another
Pioneer fund will continue to be subject to the CDSC until the original 12-month
period expires. However, no CDSC is payable with respect to purchases of shares
by 401(a) or 401(k) retirement plans with 1,000 or more eligible participants or
with at least $10 million in plan assets.
Waiver or Reduction of Contingent Deferred Sales Charge. The CDSC on any shares
subject to a CDSC 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 a
Systematic Withdrawal Plan (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 any shares subject to a CDSC 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
<PAGE>
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 any 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.
Redemption of Small Accounts
If a shareholder holds shares of the Fund in an account with a net asset value
of less than $500 due to redemptions or exchanges, the Fund may redeem the
shares held in this account at net asset value if the shareholder has not
increased the net asset value of the shares in the account to at least $500
within six months of written notice by the Fund to the shareholder of the Fund's
intention to redeem the shares.
Description of Shares and Voting Rights
The Fund is a non-diversified open-end management investment company (commonly
referred to as a mutual fund), which was organized under the laws of The
Commonwealth of Massachusetts on July 1, 1993, as a Massachusetts business trust
under a Declaration of Trust (the "Declaration of Trust"). Under the Declaration
of Trust, the Trustees are authorized to issue an unlimited number of shares of
beneficial interest. The Trustees of the Trust are responsible for the overall
management and supervision of its affairs. The Trustees of the Trust have
authority under the Declaration of Trust to create and classify shares of
beneficial interest in separate series without further action by shareholders.
Additional series may be added in the future. The Trustees also have authority
to classify or reclassify shares of any series or portfolio into one or more
classes.
When issued, shares are fully paid and nonassessable. In the event of
liquidation, shareholders are entitled to share pro rata, subject to the right
of creditors, (a) in the proceeds of the sale of the Fund's assets, less (b) the
liabilities of the Fund. All shares entitle their holders to one vote per share,
are freely transferable and have no preemptive, subscription or conversion
rights.
Under Massachusetts law, there is a remote possibility that shareholders of a
business trust could, under certain circumstances, be held personally liable as
partners for the obligations of such trust. The Declaration of Trust contains
provisions intended to limit such liability and to provide indemnification out
of Fund property of any shareholder charged or held personally liable for
obligations or liabilities of the Fund solely by reason of being or having been
a shareholder of the Fund and not because of such shareholder's acts or
omissions or for some other reason. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to circumstances
in which the Fund itself would be unable to meet its obligations.
Unless otherwise required by the 1940 Act, ordinarily it will not be necessary
for the Fund to hold annual meetings of shareholders. As a result, shareholders
may not consider each year the election of Trustees or the appointment of
independent accountants. Shareholders may remove a Trustee by the affirmative
vote of at least two-thirds of the Fund's outstanding shares and the Trustees
must promptly call a meeting for such purpose when requested to do so in writing
by the record holders of not less than 10% of the outstanding shares of the
Fund. Shareholders may, under certain circumstances, communicate with other
shareholders in connection with requesting a special meeting of shareholders.
The Board of Trustees, however, will call a special meeting for the purpose of
electing Trustees if, at any time, less than a majority of Trustees holding
office at the time were elected by shareholders.
In the interest of economy and convenience, the Fund does not issue certificates
representing Fund shares unless requested. Instead, the transfer agent maintains
a record of each shareholder's ownership. Certificates for fractional shares
will not be issued. Although there is currently no fee for the issuance of
certificates, the Fund reserves the right to charge such a fee.
VII. 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 Pioneering Services Corporation, P.O. Box 9014, Boston,
Massachusetts 02205-9014. Brown Brothers Harriman & Co. (the "Custodian") serves
as the custodian of the Fund's portfolio securities and other assets. The
principal business address of the Mutual Fund Division of the Custodian is 40
Water Street, Boston, Massachusetts 02109.
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 quarterly for dividend
reinvestment and Investomatic transactions and more frequently for other types
of transactions. The Pioneer Combined Account Statement, mailed quarterly, is
available to all shareholders who have more than one Pioneer account.
<PAGE>
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 that might not be available are investment or redemption of
shares by mail or telephone, automatic reinvestment of dividends and capital
gains distributions, systematic withdrawal plan, Letters of Intention, Rights of
Accumulation, telephone exchanges and redemptions, and newsletters.
Additional Investments
You may add to your account by sending a check ($50 minimum) to PSC; please
indicate your account number clearly. The designated portion of a confirmation
statement may be used as a remittance slip to make additional investments. You
may also make arrangements for regular automatic investments through payroll
deduction, government/military allotments or through a Pioneer Investomatic
Plan. A Pioneer Investomatic Plan provides for monthly or quarterly investments
by means of a preauthorized electronic funds transfer or 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 purchasers, the broker-dealer and PFD in maintaining
Pioneer Investomatic Plans.
Additions to a shareholder's 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 the Exchange on the day
of receipt.
Financial Reports and Tax Information
As a shareholder, you will receive financial reports at least semiannually. In
January of each year the Fund will mail to 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 available are (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 an
account with a net asset value of less than $500. Changes in the distribution
option may be made by written request to PSC.
Directed Dividends
You may elect (in writing) to have the dividends paid by one Pioneer fund
account invested in a second Pioneer fund. The value of this second account must
be at least $1,000 ($500 for Pioneer Fund or Pioneer II). Invested dividends may
be in any amount. There are no fees or charges for this service. Retirement plan
shareholders may only direct dividends to accounts with identical registrations;
e.g., 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
gain distributions paid from an account (before any reinvestment) and forward
the amount withheld to the Internal Revenue Service as a credit against federal
income taxes. This option is not available for retirement plan accounts or for
accounts subject to backup withholding.
Exchange Privilege
You may exchange your shares of the Fund at net asset value, without a sales
charge, for shares of other Pioneer funds which do not offer different classes
of shares or for the Class A shares of those Pioneer funds that offer more than
one class of shares. There are currently no sales charges or fees on exchanges.
Exchanges must be at least $1,000. A new Pioneer account opened through an
exchange must have a registration identical to that on the original account. PSC
will process exchanges only after receiving an exchange request in proper form.
The exchange privilege is available only in those states where exchanges can
legally be made.
Written Exchanges. If the exchange request is in writing, it must be signed by
all record owner(s) exactly as the shares are registered. If your original
account includes a Pioneer Investomatic or Systematic Withdrawal Plan and you
open a new account by exchange, you should specify whether the plans should
continue in your new account or remain with your original account. Written
exchange requests may be sent by mail or fax.
Telephone Exchanges. Your account is automatically authorized to have the
telephone exchange privilege unless you indicated 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. All telephone exchange requests will be recorded.
Automatic Exchange. You may automatically exchange shares from one Pioneer
account to another Pioneer account on a regular schedule, either monthly or
quarterly. The accounts must have identical registrations and the originating
account must have a minimum balance of $5,000. The exchange will occur on the
18th day of each month.
If an exchange request is received by PSC before 4:00 p.m. Eastern Time (or
before the time that the Exchange closes for regular trading on that day, if
different), the exchange will be effective on that day if the requirements above
have been met. If the exchange request is received after 4:00 p.m. Eastern Time,
the exchange will be effective on the following business day.
You should consider the differences in objectives and policies of the funds, as
described in each fund's current prospectus, before making any exchange.
For federal and (gener-
<PAGE>
ally) state income tax purposes, an exchange represents a sale of the shares
exchanged and a purchase of shares in another fund. Therefore, an exchange could
result in a gain or loss on the shares sold, depending on the cost basis of
these shares and the timing of the transaction, and special tax rules may apply.
To prevent abuse of the exchange privilege to the detriment of other Fund
shareholders, the Fund and PFD reserve the right to limit the number and/or
frequency of exchanges and/or to charge a fee for exchanges. The Fund will
notify shareholders at least 60 days prior to any such modification or
termination of the exchange privilege.
Telephone Transactions and Related Liabilities
Your account is automatically authorized to have telephone transaction
privileges unless you indicated otherwise on your Account Application or by
writing to PSC. You may sell or exchange your Fund shares by telephone by
calling 1-800-225-6292 between the hours of 8:00 a.m. and 8:00 p.m. Eastern
Time on weekdays. See "Redemptions and Repurchases" and "Exchange Privilege" for
more information.
To confirm that each transaction instruction received by telephone is genuine,
the Fund 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. In all other cases, neither the Fund, PSC nor 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. The Fund may implement other procedures from time to time.
During times of economic turmoil or market volatility or as a result of severe
weather or a natural disaster, it may be difficult 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.
Telecommunications Device for the Deaf (TDD)
If you have a hearing disability and your own TDD keyboard equipment, you can
call our TDD number toll-free at 1-800-225-1997, week days from 8:30 a.m. to
5:30 p.m. Eastern Time, to contact our telephone representatives with questions
about your account.
Retirement Plans
Please contact the Retirement Plans Department of PSC at 1-800-622-0176 for
information relating to retirement plans for business, Simplified Employee
Pension Plans, Individual Retirement Accounts (IRAs), Section 401(k) salary
reduction plans 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 such 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 providing for fixed payments at regular intervals.
Periodic checks of $50 or more will be sent to you, or any person designated by
you, monthly or quarterly, and your periodic redemptions of shares may be
taxable transactions. 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 Systematic Withdrawal Plan 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
If you redeem all or part of your shares of the Fund, you may reinvest all or
part of the redemption proceeds without a sales commission in 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 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 reinvestment occurs. You may also reinvest in certain 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 completing an Account Options
Form, which you may obtain by calling 1-800-225-6292.
VIII. INVESTMENT RESULTS
The Fund may include in advertisements, and furnish to existing or prospective
shareholders, information concerning the average annual total return on an
investment in the Fund for a designated period of time. Whenever this
information is provided, it includes a standardized calculation of average
annual total return computed by determining the average annual compounded rate
of return that would cause a hypothetical investment (after deduction of the
maximum sales charge) made on the first day of the designated period (assuming
all dividends and distributions are reinvested) to equal the resulting net asset
value of such hypothetical investment on the last day of the designated period.
The periods illustrated would normally include one, five and ten years or such
lesser periods as the Fund has been in existence.
<PAGE>
These standardized calculations do not reflect the impact of federal or state
income taxes.
From time to time, the Fund may include in advertisements or other
communications to existing or proposed shareholders its respective "yield" and
"effective yield." Whenever yield information is provided, it includes a
standardized yield calculation computed by dividing the Fund's net investment
income per share during a base period of 30 days, or one month, by the maximum
offering price per share of the Fund on the last day of such base period. The
resulting "30-day yield" is then annualized as described below. The Fund's net
investment income per share is determined by dividing the Fund's net investment
income during the base period by the average number of shares of the Fund
entitled to receive dividends during the base period. The Fund's 30-day yield is
then "annualized" by a computation that assumes that the Fund's net investment
income is earned and reinvested for a six-month period at the same rate as
during the 30-day base period and that the resulting six-month income will be
generated over an additional six months.
The computation methods described above are prescribed for advertising and other
communications subject to SEC Rule 482. Communications not subject to this rule
may contain a number of different measures of performance, computation methods
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. 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.
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. The temporary management fee reduction and expense limitation
arrangement by PWA has the effect of increasing total return. These factors and
possible differences in the methods used in calculating investment results
should be considered when comparing performance information regarding the Fund
to information published for other investment companies and other investment
vehicles. You should also consider return quotations relative to changes in the
value of the Fund's shares and the risks associated with the Fund's investment
objectives and policies. At any time in the future, return quotations may be
higher or lower than past return quotations, and there can be no assurance that
any historical return quotation will continue in the future.
The Fund may also include securities industry, real estate industry or
comparative performance information in advertising or 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.
For more information about the calculation methods used to compute the Fund's
investment results, see the Statement of Additional Information.
APPENDIX A
CERTAIN INVESTMENT PRACTICES
This Appendix provides a brief description of certain securities in which the
Fund may invest and certain transactions it may make. For a more complete
discussion of these and other securities and practices, see "Investment
Objectives and Policies" in this Prospectus and "Investment Policies and
Restrictions" in the Statement of Additional Information.
Mortgage-Backed Securities and Associated Risks
The Fund may invest up to 25% of its total assets in mortgage pass-through
certificates and multiple-class pass-through securities, such as real estate
mortgage investment conduits ("REMIC") pass-through certificates, collateralized
mortgage obligations ("CMOs") and stripped mortgage-backed securities ("SMBS"),
and other types of Mortgage-Backed Securities that may be available in the
future.
Guaranteed Mortgage Pass-Through Securities. The Fund may invest in guaranteed
mortgage pass-through securities which represent participation interests in
pools of residential mortgage loans and are issued by U.S. Governmental or
private lenders and guaranteed by the U.S. Government or one of its agencies or
instrumentalities, including but not limited to the Government National Mortgage
Association ("Ginnie Mae"), the Federal National Mortgage Association ("Fannie
Mae") and the Federal Home Loan Mortgage Corporation ("Freddie Mac"). Ginnie Mae
certificates are guaranteed by the full faith and credit of the United States
government for timely payment of principal and interest on the certificates.
Fannie Mae certificates are guaranteed by Fannie Mae, a federally chartered and
privately-owned corporation for full and timely payment of principal and
interest on the certificates. Freddie Mac certificates are guaranteed by Freddie
Mac, a corporate instrumentality of the United States government, for timely
payment of interest and the ultimate collection of all principal of the related
mortgage loans.
Multiple-Class Pass-Through Securities and Collateralized Mortgage Obligations.
The Fund may also invest in CMOs and REMIC pass-through or participation
certificates, which may be issued by, among others, U.S. Government agencies and
instrumentalities as well as private lenders. CMOs and REMIC certificates are
issued in multiple classes and the principal of and interest on the mortgage
assets may be allocated among the several classes of CMOs or REMIC certificates
in various ways. Each class of CMOs or REMIC certificates, often referred to as
a "tranche," is issued at a specific adjustable or fixed interest rate and must
be fully retired no later than its final distribution date. Generally, interest
is paid or accrues on all classes of CMOs or REMIC certificates on a monthly
basis.
Typically, CMOs are collateralized by Ginnie Mae, Fannie Mae or Freddie Mac
certificates but also may be collateralized by other mortgage assets such as
whole loans or private mortgage pass-through securities. Debt service on CMOs is
provided from payments of principal and interest on collateral of mortgaged
assets and any reinvestment income thereon.
A REMIC is a CMO that qualifies for special tax treatment under the Code and
invests in certain mortgages primarily
<PAGE>
secured by interests in real property and other permitted investments. Investors
may purchase "regular" and "residual" interest shares of beneficial interest in
REMIC trusts although the Fund does not intend to invest in residual interests.
Risk Factors Associated with Mortgage-Backed Securities. As discussed above,
investing in Mortgage-Backed Securities involves certain unique risks in
addition to those risks associated with investing in the real estate industry in
general. These risks include the failure of a counter-party to meet its
commitments, adverse interest rate changes and the effects of prepayments on
mortgage cash flows. The Fund will not invest in the lowest tranche of CMOs and
REMIC certificates. When interest rates decline, the value of an investment in
fixed rate obligations can be expected to rise. Conversely, when interest rates
rise, the value of an investment in fixed rate obligations can be expected to
decline. In contrast, as interest rates on adjustable rate mortgage loans are
reset periodically, yields on investments in such loans will gradually align
themselves to reflect changes in market interest rates, causing the value of
such investments to fluctuate less dramatically in response to interest rate
fluctuations than would investments in fixed rate obligations.
Further, the yield characteristics of Mortgage-Backed Securities, such as those
in which the Fund may invest, differ from those of traditional fixed income
securities. The major differences typically include more frequent interest and
principal payments (usually monthly), the adjustability of interest rates, and
the possibility that prepayments of principal may be made substantially earlier
than their final distribution dates.
Prepayment rates are influenced by changes in current interest rates and a
variety of economic, geographic, social and other factors and cannot be
predicted with certainty. Both adjustable rate mortgage loans and fixed rate
mortgage loans may be subject to a greater rate of principal prepayments in a
declining interest rate environment and to a lesser rate of principal
prepayments in an increasing interest rate environment. Under certain interest
rate and prepayment rate scenarios, the Fund may fail to recoup fully its
investment in Mortgage-Backed Securities notwithstanding any direct or indirect
governmental or agency guarantee. When the Fund reinvests amounts representing
payments and unscheduled prepayments of principal, it may receive a rate of
interest that is lower than the rate on existing adjustable rate mortgage
pass-through securities. Thus, Mortgage-Backed Securities, and adjustable rate
mortgage pass-through securities in particular, may be less effective than other
types of U.S. Government securities as a means of "locking in" interest rates.
Repurchase Agreements
The Fund may enter into repurchase agreements, generally not exceeding seven
days. In a repurchase agreement, an investor (e.g., the Fund) purchases a debt
security from a seller which undertakes to repurchase the security at a
specified resale price on an agreed future date (ordinarily a week or less). The
resale price generally exceeds the purchase price by an amount which reflects an
agreed-upon market interest rate for the term of the repurchase agreement.
Repurchase agreements entered into by the Fund will be fully collateralized with
United States Treasury and/or U.S. Government 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
or if the Fund is prevented from realizing the value of the collateral by reason
of an order of a court with jurisdiction over an insolvency proceeding with
respect to the other party to the repurchase agreement.
Restricted and Illiquid Securities
The Fund may invest up to 5% of its net assets in "restricted securities" (i.e.,
securities that would be required to be registered prior to distribution to the
public), excluding restricted securities eligible for resale to certain
institutional investors pursuant to Rule 144A of the Securities Act of 1933 or
foreign securities which are offered or sold outside the United States;
provided, however, that no more than 15% of the Fund's net assets may be
invested in restricted securities including securities eligible for resale under
Rule 144A. In addition, the Fund may invest up to 15% of its net assets in
illiquid investments, which includes securities that are not readily marketable,
repurchase agreements maturing in more than seven days. The Board of Trustees
may adopt guidelines and delegate to the Manager the daily function of
determining and monitoring the liquidity of restricted securities. The Board,
however, will retain sufficient oversight and be ultimately responsible for the
determinations.
Since it is not possible to predict with assurance exactly how this market for
restricted securities sold and offered under Rule 144A will develop, the Board
will carefully monitor the Fund's investments in these securities, focusing on
such important factors, among others, as valuation, liquidity and availability
of information. This investment practice could have the effect of increasing the
level of illiquidity in the Fund to the extent that qualified institutional
buyers become for a time uninterested in purchasing these restricted securities.
Limitations and Risks Associated with Transactions in Options and Futures
Contracts
The Fund may employ certain active management techniques including options on
securities indices, futures contracts and options on futures contacts. Each of
these active management techniques involves transaction costs as well as (1)
liquidity risk that contractual positions cannot be easily closed out in the
event of market changes or generally in the absence of a liquid secondary
market, (2) correlation risk that changes in the value of hedging positions may
not match the securities market fluctuations intended to be hedged, and (3)
market risk that an incorrect prediction of securities prices by the Manager may
cause the Fund to perform less well than if such positions had not been entered.
The ability to terminate over-the-counter options is more limited than with
exchange traded options and may involve the risk that the counter-party to the
option will not fulfill its obligations. The Fund will treat over-the-counter
options (both purchased and written) as illiquid securities. The use of options
and futures
<PAGE>
contracts are highly specialized activities which involve investment techniques
and risks that are different from those associated with ordinary portfolio
transactions. The loss that may be incurred by the Fund in entering into futures
contracts and written options thereon is potentially unlimited. There is no
limit on the percentage of the Fund's assets that may be invested in futures
contracts and related options. The Fund may not invest more than 5% of its total
assets in purchased options other than protective put options.
The Fund's transactions in options, futures contracts and options on futures
contracts may be limited by the requirements for qualification of the Fund as a
regulated investment company for tax purposes. See "Tax Status" in the Statement
of Additional Information.
Options on Securities Indices
The Fund may purchase put and call options on securities indices that are based
on securities in which it may invest in an attempt to hedge against risks of
market-wide price fluctuations.
The Fund may purchase put options in an attempt to hedge against an anticipated
decline in securities prices that might adversely affect the value of the Fund's
portfolio securities. If the Fund purchases a put option on a securities index,
the amount of the payment it would receive upon exercising the option would
depend on the extent of any decline in the level of the securities index below
the exercise price. Such payments would tend to offset a decline in the value of
the Fund's portfolio securities. However, if the level of the securities index
increases and remains above the exercise price while the put option is
outstanding, the Fund will not be able to profitably exercise the option and
will lose the amount of the premium and any transaction costs. Such loss may be
partially offset by an increase in the value of the Fund's portfolio securities.
The Fund may purchase call options on securities indices in an attempt to lock
in a favorable price on securities that it intends to buy in the future. If the
Fund purchases a call option on a securities index, the amount of the payment it
receives upon exercising the option depends on the extent of an increase in the
level of other securities indices above the exercise price. Such payments would
in effect allow the Fund to benefit from securities market appreciation even
though it may not have had sufficient cash to purchase the underlying
securities. Such payments may also offset increases in the price of securities
that the Fund intends to purchase. If, however, the level of the securities
index declines and remains below the exercise price while the call option is
outstanding, the Fund will not be able to exercise the option profitably and
will lose the amount of the premium and transaction costs. Such loss may be
partially offset by a reduction in the price the Fund pays to buy additional
securities for its portfolio.
The Fund may sell an option it has purchased or a similar option prior to the
expiration of the purchased option in order to close out its position in an
option which it has purchased. The Fund may also allow options to expire
unexercised, which would result in the loss of the premium paid.
Futures Contracts and Options on Futures Contracts
To hedge against changes in securities prices or interest rates, the Fund may
purchase and sell various kinds of futures contracts, and purchase and write
call and put options on any of such futures contracts. The Fund may also enter
into closing purchase and sale transactions with respect to any of such
contracts and options. The futures contracts may be based on various securities
and other financial instruments and indices. The Fund will engage in futures and
related options transactions for bona fide hedging purposes as are permitted by
regulations of the Commodity Futures Trading Commission.
The Fund may not purchase or sell non-hedging futures contracts or purchase or
sell related non-hedging options, except for closing purchase or sale
transactions. These transactions involve brokerage costs, require margin
deposits and, in the case of contracts and options obligating the Fund to
purchase securities, require the Fund to segregate assets to cover such
contracts and options. Perfect correlation between the Fund's futures positions
and portfolio positions will be difficult to achieve because no futures
contracts based on corporate fixed-income securities are currently available.
<PAGE>
[Back cover]
[Pioneer Logo]
Pioneer Winthrop
Real Estate Investment Fund
60 State Street
Boston, Massachusetts 02109
OFFICERS
JOHN F. COGAN, JR., Chairman and Chief Executive Officer
ARTHUR J. HALLERAN, JR., President and Chief Operating Officer
DAVID D. TRIPPLE, Executive Vice President
STEPHEN G. KASNET, Vice President
WILLIAM H. KEOUGH, Treasurer
JOSEPH P. BARRI, Secretary
INVESTMENT ADVISER
PIONEER WINTHROP ADVISERS
INVESTMENT SUBADVISERS
PIONEERING MANAGEMENT CORPORATION
WINTHROP ADVISORS LIMITED PARTNERSHIP
PRINCIPAL UNDERWRITER
PIONEER FUNDS DISTRIBUTOR, INC.
CUSTODIAN
BROWN BROTHERS HARRIMAN & CO.
INDEPENDENT PUBLIC ACCOUNTANTS
ARTHUR ANDERSEN LLP
LEGAL COUNSEL
HALE AND DORR
SHAREHOLDER SERVICES AND TRANSFER AGENT
PIONEERING SERVICES CORPORATION
60 State Street
Boston, Massachusetts 02109
Telephone: (617) 742-7825
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
Automated fund yields, 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
0295-2127-1
(C)Pioneer Funds Distributor, Inc.
<PAGE>
