PIONEER
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SELECT MID CAP GROWTH FUND
Class A Shares (PMCTX)
Class C Shares (PMTCX)
Class Y Shares (PMTYX)
Prospectus, April 1, 2012
CONTENTS
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Fund summary................................. 1
More on the fund's investment objective
and strategies............................... 10
More on the risks of investing in the fund 14
Management................................... 20
Pricing of shares............................ 22
Choosing a class of shares................... 24
Distribution and service arrangements........ 25
Sales charges................................ 27
Buying, exchanging and selling shares........ 34
Account options.............................. 44
Shareholder services and policies............ 48
Dividends, capital gains and taxes........... 55
Financial highlights......................... 57
Neither the Securities and Exchange Commission nor any state securities agency
has approved or disapproved the fund's shares or determined whether this
prospectus is
[GRAPHIC APPEARS HERE]
accurate or complete. Any representation to the contrary is a crime.
An investment in the fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.
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Contact your investment professional to discuss how the fund may fit
into your portfolio.
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Fund summary
INVESTMENT OBJECTIVE
Long-term capital growth.
FEES AND EXPENSES OF THE FUND
This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.
You may qualify for sales charge discounts if you or your family invest, or
agree to invest in the future, at least $50,000 in Class A shares of the
Pioneer funds. More information about these and other discounts is available
from your investment professional and in the "Sales charges" section of the
prospectus beginning on page 27 and the "Sales charges" section of the
statement of additional information beginning on page 49.
SHAREOWNER FEES
(fees paid directly from your investment) CLASS A CLASS C CLASS Y
------------------------------------------------------------------ --------- --------- --------
Maximum sales charge (load) when you buy shares (as a
percentage of offering price) 5.75% None None
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Maximum deferred sales charge (load) (as a percentage of offering
price or the amount you receive when you sell shares, whichever
is less) None 1% None
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ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of
your investment) CLASS A CLASS C CLASS Y
----------------------------------------------------------------- --------- --------- --------
Management Fees 0.625% 0.625% 0.625%
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Distribution and Service (12b-1) Fees 0.25% 1.00% 0.00%
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Other Expenses 0.27% 0.44% 0.08%
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Total Annual Fund Operating Expenses 1.15% 2.07% 0.71%
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EXAMPLE
This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the fund for the time periods shown and then, except as
indicated, redeem all of your shares at the end of those periods. It also
assumes that (a) your investment has a 5% return each year and (b) the fund's
total annual operating expenses remain the same. Although your actual costs may
be higher or lower, based on these assumptions your costs would be:
1
Fund summary
IF YOU REDEEM YOUR SHARES IF YOU DO NOT REDEEM YOUR SHARES
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NUMBER OF YEARS YOU OWN YOUR SHARES
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1 3 5 10 1 3 5 10
------- ------- --------- --------- ------- ------- --------- ---------
Class A $685 $918 $1,169 $1,887 $685 $918 $1,169 $1,887
--------- ---- ---- ------ ------ ---- ---- ------ ------
Class C 310 647 1,111 2,395 210 647 1,111 2,395
--------- ---- ---- ------ ------ ---- ---- ------ ------
Class Y 72 225 392 877 72 225 392 877
--------- ---- ---- ------ ------ ---- ---- ------ ------
PORTFOLIO TURNOVER
The fund pays transaction costs, such as commissions, when it buys and sells
securities (or "turns over" its portfolio). A higher portfolio turnover rate
may indicate higher transaction costs and may result in higher taxes when fund
shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the example, affect the fund's
performance. During the most recent fiscal year, the fund's portfolio turnover
rate was 81% of the average value of its portfolio.
PRINCIPAL INVESTMENT STRATEGIES
Normally, the fund invests at least 80% of its net assets (plus the amount of
borrowings, if any, for investment purposes) in equity securities of mid-size
companies. Mid-size companies are those with market values, at the time of
investment, that do not exceed the greater of the market capitalization of the
largest company within the Russell Midcap Growth Index ($20.4 billion as of
December 31, 2011) or the 3-year rolling average of the market capitalization
of the largest company within the Russell Midcap Growth Index ($17.8 billion as
of December 31, 2011) as measured at the end of the preceding month, and are
not less than the smallest company within the index. The Russell Midcap Growth
Index measures the performance of U.S. mid-cap growth stocks. The size of the
companies in the index changes constantly as a result of market conditions and
the composition of the index. The fund's investments will not be confined to
securities issued by companies included in the index. For purposes of the
fund's investment policies, equity securities include common stocks, debt
convertible to equity securities and other equity instruments, such as
exchange-traded funds (ETFs) that invest primarily in equity securities,
depositary receipts, warrants, rights, equity interests in real estate
investment trusts (REITs) and preferred stocks.
2
The fund may invest up to 20% of its total assets in debt securities. The fund
may invest up to 5% of its net assets in below investment grade debt securities
(known as "junk bonds"), including below investment grade convertible debt
securities, issued by both U.S. and non-U.S. issuers.
The fund may invest up to 20% of its net assets in REITs.
The fund may invest up to 20% of its total assets in equity and debt securities
of non-U.S. issuers. The fund will not invest more than 5% of its total assets
in the securities of emerging markets issuers.
The fund may use derivatives for a variety of purposes, including as a hedge
against adverse changes in the market prices of securities, interest rates or
currency exchange rates; as a substitute for purchasing or selling securities;
and to increase the fund's return as a non-hedging strategy that may be
considered speculative. The fund also may hold cash or other short-term
instruments.
The fund uses a "growth" style of management and seeks to invest in companies
with above average potential for earnings and revenue growth that are also
trading at attractive market valuations. To select growth stocks the fund's
investment adviser employs quantitative analysis, fundamental research and an
evaluation of the issuer based on its financial statements and operations. The
adviser relies on the knowledge, experience and judgment of its staff and the
staff of its affiliates who have access to a wide variety of research. The
adviser focuses on the quality and price of individual issuers and economic
sector analysis, not on market-timing strategies.
The adviser generally sells a portfolio security when it believes that the
issuer no longer offers the potential for above average earnings and revenue
growth. The adviser makes that determination based upon the same criteria it
uses to select portfolio securities.
PRINCIPAL RISKS OF INVESTING IN THE FUND
You could lose money on your investment in the fund. As with any mutual fund,
there is no guarantee that the fund will achieve its objective.
MARKET RISK. The values of securities held by the fund may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates or adverse investor sentiment.
Adverse market conditions may be prolonged and may not have the same impact on
all types of securities. The values of securities may fall due to
3
Fund summary
factors affecting a particular issuer, industry or the securities market as a
whole. The stock market may perform poorly relative to other investments (this
risk may be greater in the short term). The financial crisis that began in 2008
has caused a significant decline in the value and liquidity of many securities,
including securities held by the fund. In response to the crisis, the U.S. and
other governments and the Federal Reserve and certain foreign central banks
have taken steps to support financial markets. The withdrawal of this support
could negatively affect the value and liquidity of certain securities. In
addition, legislation recently enacted in the U.S. is changing many aspects of
financial regulation. The impact of the legislation on the markets, and the
practical implications for market participants, may not be fully known for some
time. The fund may experience a substantial or complete loss on any individual
security.
MID-SIZE COMPANIES RISK. Compared to large companies, mid-size companies, and
the market for their equity securities, may be more sensitive to changes in
earnings results and investor expectations, have more limited product lines and
capital resources, experience sharper swings in market values, be harder to
sell at the times and prices the adviser thinks appropriate, and offer greater
potential for gain and loss.
GROWTH STYLE RISK. The fund's investments may not have the growth potential
originally expected. Growth stocks may fall out of favor with investors and
underperform the overall equity market.
PORTFOLIO SELECTION RISK. The adviser's judgment about a particular security or
issuer, or about the economy or a particular sector, region or market segment,
or about an investment strategy, may prove to be incorrect.
DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the fund include rising interest rates, if the
issuer or other obligor of a security held by the fund fails to pay principal
and/or interest, otherwise defaults or has its credit rating downgraded or is
perceived to be less creditworthy or the credit quality or value of any
underlying assets declines. Junk bonds involve greater risk of loss, are
subject to greater price volatility and are less liquid, especially during
periods of economic uncertainty or change, than higher quality debt securities;
they may also be more difficult to value. Junk bonds have a higher risk of
default or are already in default and are considered speculative.
4
RISKS OF INVESTMENTS IN REITS. Investing in REITs involves unique risks. They
are significantly affected by the market for real estate and are dependent upon
management skills and cash flow. REITs may have lower trading volumes and may
be subject to more abrupt or erratic price movements than the overall
securities markets. In addition to its own expenses, the fund will indirectly
bear its proportionate share of any management and other expenses paid by REITs
in which it invests. Many real estate companies, including REITs, utilize
leverage.
RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the fund
invests significantly in one region or country. These risks may include
different financial reporting practices and regulatory standards, less liquid
trading markets, extreme price volatility, currency risks, changes in economic,
political, regulatory and social conditions, sustained economic downturns, tax
burdens, and investment and repatriation restrictions. Non-U.S. issuers may be
located in parts of the world that have historically been prone to natural
disasters.
MARKET SEGMENT RISK. To the extent the fund emphasizes, from time to time,
investments in a market segment, the fund will be subject to a greater degree
to the risks particular to that segment, and may experience greater market
fluctuation than a fund without the same focus.
DERIVATIVES RISK. Using derivatives exposes the fund to additional risks, may
increase the volatility of the fund's net asset value and may not provide the
result intended. Derivatives may have a leveraging effect on the fund. Changes
in a derivative's value may not correlate well with the referenced asset or
metric. The fund also may have to sell assets at inopportune times to satisfy
its obligations. Derivatives may be difficult to sell, unwind or value, and the
counterparty may default on its obligations to the fund. Recent legislation
calls for new regulation of the derivatives markets. The extent and impact of
the regulation is not yet fully known and may not be for some time. New
regulation of derivatives may make them more costly, may limit their
availability, or may otherwise adversely affect their value or performance.
LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the fund borrows or uses derivatives or other
investments, such as ETFs, that have embedded leverage. Leverage generally
magnifies the effect of any increase or decrease in the value of
5
Fund summary
the fund's underlying assets or creates investment risk with respect to a
larger pool of assets than the fund would otherwise have. Engaging in such
transactions may cause the fund to liquidate positions when it may not be
advantageous to do so to satisfy its obligations or meet segregation
requirements.
EXPENSE RISK. Your actual costs of investing in the fund may be higher than the
expenses shown in "Annual fund operating expenses" for a variety of reasons.
For example, expense ratios may be higher than those shown if overall net
assets decrease. Net assets are more likely to decrease and fund expense ratios
are more likely to increase when markets are volatile.
Please note that there are many other factors that could adversely affect your
investment and that could prevent the fund from achieving its goals.
An investment in the fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
THE FUND'S PAST PERFORMANCE
The bar chart and table indicate the risks and volatility of an investment in
the fund by showing how the fund has performed in the past. The bar chart shows
changes in the performance of the fund's Class A shares from calendar year to
calendar year. The table shows the average annual total returns for each class
of the fund over time and compares these returns to the returns of the Russell
Midcap Growth Index, a broad-based measure of market performance that has
characteristics relevant to the fund's investment strategies. You can obtain
updated performance information by visiting
https://us.pioneerinvestments.com/performance or by calling 1-800-225-6292.
The fund acquired the assets and stated liabilities of Regions Morgan Keegan
Select Mid Cap Growth Fund (the predecessor fund) on May 15, 2009. As a result
of the reorganization, the fund is the accounting successor of the predecessor
fund.
In the reorganization, the predecessor fund exchanged its assets for shares of
the fund. The performance of Class A, Class C and Class Y shares of the fund
includes the performance of the predecessor fund's Class A, Class C and Class I
shares prior to the reorganization. The performance of the predecessor fund's
Class A and Class C shares prior to the reorganization has been restated to
reflect differences in any applicable sales charges
6
(but not differences in expenses). The performance of the predecessor fund's
Class I shares prior to the reorganization has not been restated to reflect any
differences in expenses. Morgan Asset Management, Inc. served as the investment
adviser to the predecessor fund.
The predecessor fund began operations on March 12, 1999 as the successor to a
collective trust fund for which Regions Bank was the trustee. The performance
shown below relating to the predecessor fund prior to March 12, 1999 is that of
the predecessor fund's predecessor, the inception date of which was June 30,
1993. The collective trust fund was not registered under the Investment Company
Act of 1940 (the "1940 Act"), and therefore was not subject to certain
investment restrictions that are imposed by the 1940 Act. If the collective
trust fund had been registered under the 1940 Act, its performance may have
been adversely affected.
The fund's past performance (before and after taxes) does not necessarily
indicate how it will perform in the future.
The bar chart does not reflect any sales charge you may pay when you buy fund
shares. If this amount was reflected, returns would be less than those shown.
ANNUAL RETURN CLASS A SHARES (%)
(Year ended December 31)
[GRAPHIC APPEARS HERE]
'02 '03 '04 '05 '06 '07 '08 '09 '10 ‘11
-20.00 39.62 8.40 18.48 6.20 18.98 -39.76 46.81 21.01 -2.36
For the period covered by the bar chart:
THE HIGHEST CALENDAR QUARTERLY RETURN WAS 23.93% (04/01/2003 TO 06/30/2003).
THE LOWEST CALENDAR QUARTERLY RETURN WAS -23.43% (10/01/2008 TO 12/31/2008).
7
Fund summary
AVERAGE ANNUAL TOTAL RETURN (%)
(for periods ended December 31, 2011)
SINCE INCEPTION
1 YEAR 5 YEARS 10 YEARS INCEPTION DATE
-------- --------- ---------- ----------- ----------
Class A 6/30/93
-------------------------------------- ----- ---- ---- ----- -------
Return before taxes -7.99 3.22 5.97 11.51
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Return after taxes on distributions -7.99 2.84 5.33 10.46
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Return after taxes on distributions
and sale of shares -5.20 2.74 5.12 10.03
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Class C -3.26 3.68 N/A 5.89 1/7/02
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Class Y -1.93 4.81 N/A 6.97 6/23/04
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Russell Midcap Growth Index (reflects
no deduction for fees, expenses or
taxes) -1.65 2.44 5.29 8.30 6/30/93
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After-tax returns are calculated using the historical highest individual
federal marginal income tax rates and do not reflect the impact of state and
local taxes. Actual after-tax returns depend on the investor's tax situation
and may differ from those shown. The after-tax returns shown are not relevant
to investors who hold fund shares through tax-deferred arrangements such as
401(k) plans or individual retirement accounts.
After-tax returns are shown only for Class A shares. After-tax returns for
Class C and Class Y shares will vary.
8
MANAGEMENT
INVESTMENT ADVISER Pioneer Investment Management, Inc.
PORTFOLIO MANAGEMENT Ken Winston, vice president of Pioneer
(portfolio manager of the fund since 2009).
PURCHASE AND SALE OF FUND SHARES
You may purchase, exchange or sell (redeem) shares each day the New York Stock
Exchange is open through your financial intermediary or, for accounts held
directly with the fund, by contacting the fund's transfer agent in writing or
by telephone (Pioneer Investment Management Shareholder Services, Inc., P.O.
Box 55014, Boston, MA 02205-5014, tel. 1-800-225-6292).
Your initial investment for Class A or Class C shares must be at least $1,000.
Additional investments must be at least $100 for Class A shares and $500 for
Class C shares. The initial investment for Class Y shares must be at least $5
million. This amount may be invested in one or more of the Pioneer mutual funds
that currently offer Class Y shares. There is no minimum additional investment
amount for Class Y shares.
TAX INFORMATION
You normally will have to pay income taxes on the dividends and capital gain
distributions you receive from the fund, unless you are investing through a
tax-deferred account, such as a 401(k) plan or individual retirement account.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the fund through a broker-dealer or other financial
intermediary (such as a bank), the fund and its related companies may pay the
intermediary for the sale of fund shares and related services. These payments
may create a conflict of interest by influencing the broker-dealer or other
intermediary and your salesperson or investment professional to recommend the
fund over another investment. Ask your salesperson or investment professional
or visit your financial intermediary's website for more information.
9
More on the fund's investment objective
and strategies
INVESTMENT OBJECTIVE
Long-term capital growth.
The fund's investment objective may be changed without shareholder approval.
The fund will provide notice prior to implementing any change to its investment
objective.
PRINCIPAL INVESTMENT STRATEGIES
Normally, the fund invests at least 80% of its net assets (plus the amount of
borrowings, if any, for investment purposes) in equity securities of mid-size
companies. Mid-size companies are those with market values, at the time of
investment, that do not exceed the greater of the market capitalization of the
largest company within the Russell Midcap Growth Index ($20.4 billion as of
December 31, 2011) or the 3-year rolling average of the market capitalization
of the largest company within the Russell Midcap Growth Index ($17.8 billion as
of December 31, 2011) as measured at the end of the preceding month, and are
not less than the smallest company within the index. The Russell Midcap Growth
Index measures the performance of U.S. mid-cap growth stocks. The size of the
companies in the index changes constantly as a result of market conditions and
the composition of the index. The fund's investments will not be confined to
securities issued by companies included in the index. For purposes of the
fund's investment policies, equity securities include common stocks, debt
convertible to equity securities and other equity instruments, such as
exchange-traded funds (ETFs) that invest primarily in equity securities,
depositary receipts, warrants, rights, equity interests in real estate
investment trusts (REITs) and preferred stocks.
The fund will provide notice to shareholders at least 60 days prior to any
change to its policy to invest at least 80% of its assets in equity securities
of mid-size companies.
The fund may invest up to 20% of its total assets in debt securities. The fund
may invest up to 5% of its net assets in below investment grade debt securities
(known as "junk bonds"), including below investment grade convertible debt
securities, issued by both U.S. and non-U.S. issuers. The fund invests in debt
securities when Pioneer Investment Management, Inc., (Pioneer) the fund's
investment adviser, believes they are consistent with the fund's investment
objective of capital growth, to diversify the fund's portfolio or for greater
liquidity.
10
The fund may invest up to 20% of its net assets in REITs.
The fund may invest up to 20% of its total assets in equity and debt securities
of non-U.S. issuers. The fund will not invest more than 5% of its total assets
in the securities of emerging markets issuers. The fund does not count
securities of Canadian issuers against the limit on investment in securities of
non-U.S. issuers.
The fund uses a "growth" style of management and seeks to invest in companies
with above average potential for earnings and revenue growth that are also
trading at attractive market valuations. To select growth stocks, Pioneer
employs quantitative analysis, fundamental research and an evaluation of the
issuer based on its financial statements and operations. Pioneer relies on the
knowledge, experience and judgment of its staff and the staff of its affiliates
who have access to a wide variety of research. Pioneer focuses on the quality
and price of individual issuers and economic sector analysis, not on
market-timing strategies. Factors Pioneer looks for in selecting investments
include:
o Market leadership in a company's primary products and services
o Companies expected to benefit from long-term trends in the economy and
society
o Low market valuations relative to earnings forecast, book value, cash flow
and sales compared to historic standards
o Increasing earnings forecast
Pioneer generally sells a portfolio security when it believes that the issuer
no longer offers the potential for above average earnings and revenue growth.
Pioneer makes that determination based upon the same criteria it uses to select
portfolio securities.
DEBT SECURITIES
The fund may invest in debt securities of U.S. and non-U.S. issuers. Generally
the fund may acquire debt securities that are investment grade, but the fund
may invest in below investment grade debt securities (known as "junk bonds")
including below investment grade convertible debt securities. A debt security
is investment grade if it is rated in one of the top four categories by a
nationally recognized statistical rating organization or determined to be of
equivalent credit quality by the adviser.
The fund may invest in debt securities rated "D" or better, or comparable
unrated securities. Debt securities rated "D" are in default.
11
More on the fund's investment objective
and strategies
INVESTMENTS IN REITS
REITs are companies that invest primarily in income producing real estate or
real estate related loans or interests. Some REITs invest directly in real
estate and derive their income from the collection of rents and capital gains
on the sale of properties. Other REITs invest primarily in mortgages, including
"sub-prime" mortgages, secured by real estate and derive their income from
collection of interest.
NON-U.S. INVESTMENTS
The fund may invest in securities of non-U.S. issuers, including securities of
emerging markets issuers. Non-U.S. issuers are issuers that are organized and
have their principal offices outside of the United States. Non-U.S. securities
may be issued by non-U.S. governments, banks or corporations, or private
issuers, and certain supranational organizations, such as the World Bank and
the European Union.
DERIVATIVES
The fund may, but is not required to, use futures and options on securities,
indices and currencies, forward foreign currency exchange contracts, swaps and
other derivatives. A derivative is a security or instrument whose value is
determined by reference to the value or the change in value of one or more
securities, currencies, indices or other financial instruments. The fund may
use derivatives for a variety of purposes, including:
o As a hedge against adverse changes in the market prices of securities,
interest rates or currency exchange rates
o As a substitute for purchasing or selling securities
o To increase the fund's return as a non-hedging strategy that may be
considered speculative
o To manage portfolio characteristics
CASH MANAGEMENT AND TEMPORARY INVESTMENTS
Normally, the fund invests substantially all of its assets to meet its
investment objective. The fund may invest the remainder of its assets in
securities with remaining maturities of less than one year or cash equivalents,
or may hold cash. For temporary defensive purposes, including during periods of
unusual cash flows, the fund may depart from its principal investment
strategies and invest part or all of its assets in these securities or may hold
cash. The fund may adopt a defensive strategy when the adviser believes
securities in which the fund normally invests have special or unusual risks or
are less attractive due to adverse market, economic, political or other
conditions.
12
ADDITIONAL INVESTMENT STRATEGIES
In addition to the principal investment strategies discussed above, the fund
may also use other techniques, including the following non-principal investment
strategies.
REVERSE REPURCHASE AGREEMENTS AND BORROWING
The fund may enter into reverse repurchase agreements pursuant to which the
fund transfers securities to a counterparty in return for cash, and the fund
agrees to repurchase the securities at a later date and for a higher price.
Reverse repurchase agreements are treated as borrowings by the fund, are a form
of leverage and may make the value of an investment in the fund more volatile
and increase the risks of investing in the fund. The fund also may borrow money
from banks or other lenders for temporary purposes. The fund may borrow up to
33 1/3% of its total assets. Entering into reverse repurchase agreements and
other borrowing transactions may cause the fund to liquidate positions when it
may not be advantageous to do so in order to satisfy its obligations or meet
segregation requirements.
SHORT-TERM TRADING
The fund usually does not trade for short-term profits. The fund will sell an
investment, however, even if it has only been held for a short time, if it no
longer meets the fund's investment criteria. If the fund does a lot of trading,
it may incur additional operating expenses, which would reduce performance, and
could cause shareowners to incur a higher level of taxable income or capital
gains.
13
More on the risks of investing in the fund
PRINCIPAL INVESTMENT RISKS
You could lose money on your investment in the fund. As with any mutual fund,
there is no guarantee that the fund will achieve its objective.
MARKET RISK. The values of securities held by the fund may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates or adverse investor sentiment.
Adverse market conditions may be prolonged and may not have the same impact on
all types of securities. The values of securities may fall due to factors
affecting a particular issuer, industry or the securities market as a whole.
The equity and debt capital markets in the United States and internationally
have experienced unprecedented volatility in recent years. The stock market may
perform poorly relative to other investments (this risk may be greater in the
short term). The financial crisis that began in 2008 has caused a significant
decline in the value and liquidity of many securities; in particular, the
values of some sovereign debt and of securities of issuers that purchase
sovereign debt have fallen, credit has become more scarce worldwide and there
has been significant uncertainty in the markets. This environment could make
identifying investment risks and opportunities especially difficult for the
adviser. These market conditions may continue or get worse. In response to the
crisis, the U.S. and other governments and the Federal Reserve and certain
foreign central banks have taken steps to support financial markets. The
withdrawal of this support, failure of efforts in response to the crisis, or
investor perception that such efforts are not succeeding could negatively
affect the value and liquidity of certain securities. In addition, legislation
recently enacted in the U.S. is changing many aspects of financial regulation.
The impact of the legislation on the markets, and the practical implications
for market participants, may not be fully known for some time. The fund may
experience a substantial or complete loss on any individual security.
MID-SIZE COMPANIES RISK. Compared to large companies, mid-size companies, and
the market for their equity securities, may be more sensitive to changes in
earnings results and investor expectations, have more limited product lines and
capital resources, experience sharper swings in market values, be harder to
sell at the times and prices the adviser thinks appropriate, and offer greater
potential for gain and loss.
14
GROWTH STYLE RISK. The fund's investments may not have the growth potential
originally expected. Growth stocks may fall out of favor with investors and
underperform the overall equity market.
PORTFOLIO SELECTION RISK. The adviser's judgment about a particular security or
issuer, or about the economy or a particular sector, region or market segment,
or about an investment strategy, may prove to be incorrect.
DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the fund include rising interest rates, if the
issuer or other obligor of a security held by the fund fails to pay principal
and/or interest, otherwise defaults or has its credit rating downgraded or is
perceived to be less creditworthy or the credit quality or value of any
underlying assets declines. Junk bonds involve greater risk of loss, are
subject to greater price volatility and are less liquid, especially during
periods of economic uncertainty or change, than higher quality debt securities;
they may also be more difficult to value. Junk bonds have a higher risk of
default or are already in default and are considered speculative.
RISKS OF INVESTMENTS IN REITS. The fund has risks associated with the real
estate industry. Although the fund does not invest directly in real estate, it
may invest in REITs and other equity securities of real estate industry
issuers. These risks may include:
o The U.S. or a local real estate market declines due to adverse economic
conditions, foreclosures, overbuilding and high vacancy rates, reduced or
regulated rents or other causes
o Interest rates go up. Rising interest rates can adversely affect the
availability and cost of financing for property acquisitions and other
purposes and reduce the value of a REIT's fixed income investments
o The values of properties owned by a REIT or the prospects of other real
estate industry issuers may be hurt by property tax increases, zoning
changes, other governmental actions, environmental liabilities, natural
disasters or increased operating expenses
o A REIT in the fund's portfolio is, or is perceived by the market to be,
poorly managed
Investing in REITs involves certain unique risks. REITs are dependent on
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 possibility of failing to qualify for
certain tax and regulatory exemptions. REITs may have limited financial
resources and may experience sharper swings in market values and trade less
frequently
15
More on the risks of investing in the fund
and in a more limited volume than securities of larger issuers. In addition to
its own expenses, the fund will indirectly bear its proportionate share of any
management and other expenses paid by REITs in which it invests.
Many real estate companies, including REITs, utilize leverage (and some may be
highly leveraged), which increases investment risk and could adversely affect a
real estate company's operations and market value. In addition, capital to pay
or refinance a REIT's debt may not be available or reasonably priced. Financial
covenants related to real estate company leveraging may affect the company's
ability to operate effectively.
RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the fund
invests significantly in one region or country. These risks may include:
o Less information about non-U.S. issuers or markets may be available due to
less rigorous disclosure or accounting standards or regulatory practices
o Many non-U.S. markets are smaller, less liquid and more volatile. In a
changing market, the adviser may not be able to sell the fund's securities
at times, in amounts and at prices it considers reasonable
o Adverse effect of currency exchange rates or controls on the value of the
fund's investments, or its ability to convert non-U.S. currencies to U.S.
dollars
o The economies of non-U.S. countries may grow at slower rates than expected or
may experience a downturn or recession
o Economic, political, regulatory and social developments may adversely affect
the securities markets
o Withholding and other non-U.S. taxes may decrease the fund's return
o Some markets in which the fund may invest are located in parts of the world
that have historically been prone to natural disasters that could result in
a significant adverse impact on the economies of those countries and
investments made in those countries
o A governmental entity may delay or refuse to pay interest or principal on its
sovereign debt due to cash flow problems, insufficient foreign currency
reserves, political considerations, the relative size of the governmental
entity's debt position in relation to the economy or the failure to put in
place economic reforms
MARKET SEGMENT RISK. To the extent the fund emphasizes, from time to time,
investments in a market segment, the fund will be subject to a greater degree
to the risks particular to that segment, and may experience greater
16
market fluctuation, than a fund without the same focus. For example, industries
in the financial segment, such as banks, insurance companies, broker-dealers
and real estate investment trusts (REITs), may be sensitive to changes in
interest rates and general economic activity and are generally subject to
extensive government regulation.
Industries in the technology segment, such as information technology,
communications equipment, computer hardware and software, and office and
scientific equipment, are generally subject to risks of rapidly evolving
technology, short product lives, rates of corporate expenditures, falling
prices and profits, competition from new market entrants, and general economic
conditions.
Industries in the consumer discretionary segment, such as consumer durables,
hotels, restaurants, media, retailing and automobiles, may be significantly
affected by the performance of the overall economy, interest rates,
competition, consumer confidence and spending, and changes in demographics and
consumer tastes.
Industries in the industrials segment, such as companies engaged in the
production, distribution or service of products or equipment for manufacturing,
agriculture, forestry, mining and construction, can be significantly affected
by general economic trends, including such factors as employment and economic
growth, interest rate changes, changes in consumer spending, legislative and
governmental regulation and spending, import controls, commodity prices, and
worldwide competition.
Industries in the health care segment, such as health care supplies, health
care services, biotechnology and pharmaceuticals, may be significantly affected
by government regulation and reimbursement rates, approval of products by
government agencies, and patent expirations and litigation.
Industries in the energy segment, such as those engaged in the development,
production and distribution of energy resources, can be significantly affected
by supply and demand both for their specific product or service and for energy
products in general. The price of oil, gas and other consumable fuels,
exploration and production spending, government regulation, world events and
economic conditions likewise will affect the performance of companies in these
industries.
DERIVATIVES RISK. Using derivatives exposes the fund to additional risks, may
increase the volatility of the fund's net asset value and may not provide the
expected result. Derivatives may have a leveraging effect on the fund,
17
More on the risks of investing in the fund
and they can disproportionately increase losses and reduce opportunities for
gain. If changes in a derivative's value do not correspond to changes in the
value of the fund's other investments or do not correlate well with the
underlying assets, rate or index, the fund may not fully benefit from, or could
lose money on, or could experience unusually high expenses as a result of, the
derivative position. Derivatives involve the risk of loss if the counterparty
defaults on its obligation. Certain derivatives may be less liquid, which may
reduce the returns of the fund if it cannot sell or terminate the derivative at
an advantageous time or price. The fund also may have to sell assets at
inopportune times to satisfy its obligations. Some derivatives may involve the
risk of improper valuation. Suitable derivatives may not be available in all
circumstances or at reasonable prices and may not be used by the fund for a
variety of reasons. Recent legislation calls for new regulation of the
derivatives markets. The extent and impact of the regulation is not yet fully
known and may not be for some time. New regulation of derivatives may make them
more costly, may limit their availability, or may otherwise adversely affect
their value or performance. Risks associated with the use of derivatives are
magnified to the extent that a large portion of the fund's assets are committed
to derivatives in general or are invested in just one or a few types of
derivatives.
LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the fund borrows or uses derivatives or other
investments, such as ETFs, that have embedded leverage. Leverage generally
magnifies the effect of any increase or decrease in the value of the fund's
underlying assets or creates investment risk with respect to a larger pool of
assets than the fund would otherwise have. Engaging in such transactions may
cause the fund to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.
CASH MANAGEMENT RISK. The value of the investments held by the fund for cash
management or temporary defensive purposes may be affected by changing interest
rates and by changes in credit ratings of the investments. To the extent that
the fund has any uninvested cash, the fund would be subject to risk with
respect to the depository institution holding the cash. During such periods, it
may be more difficult for the fund to achieve its investment objective.
18
EXPENSE RISK. Your actual costs of investing in the fund may be higher than the
expenses shown in "Annual fund operating expenses" for a variety of reasons.
For example, expense ratios may be higher than those shown if overall net
assets decrease. Net assets are more likely to decrease and fund expense ratios
are more likely to increase when markets are volatile.
To learn more about the fund's investments and risks, you should obtain and
read the statement of additional information. Please note that there are many
other factors that could adversely affect your investment and that could
prevent the fund from achieving its goals.
DISCLOSURE OF PORTFOLIO HOLDINGS
The fund's policies and procedures with respect to disclosure of the fund's
securities are described in the statement of additional information.
19
Management
INVESTMENT ADVISER
Pioneer, the fund's investment adviser, selects the fund's investments and
oversees the fund's operations.
Pioneer is an indirect, wholly owned subsidiary of UniCredit S.p.A., one of the
largest banking groups in Italy. Pioneer is part of the global asset management
group providing investment management and financial services to mutual funds,
institutional and other clients. As of December 31, 2011, assets under
management were approximately $210 billion worldwide, including over $60
billion in assets under management by Pioneer (and its U.S. affiliates).
Pioneer's main office is at 60 State Street, Boston, Massachusetts 02109.
The firm's U.S. mutual fund investment history includes creating in 1928 one of
the first mutual funds.
Pioneer has received an order from the Securities and Exchange Commission that
permits Pioneer, subject to the approval of the fund's Board of Trustees, to
hire and terminate a subadviser that is not affiliated with Pioneer (an
"unaffiliated subadviser") or to materially modify an existing subadvisory
contract with an unaffiliated subadviser for the fund without shareholder
approval. Pioneer retains the ultimate responsibility to oversee and recommend
the hiring, termination and replacement of any unaffiliated subadviser. To the
extent that the Securities and Exchange Commission adopts a rule that would
supersede the order, or would provide greater flexibility than the order,
Pioneer and the fund intend to rely on such rule to permit Pioneer, subject to
the approval of the fund's Board of Trustees and any other applicable
conditions of the rule, to hire and terminate an unaffiliated subadviser or to
materially modify an existing subadvisory contract with an unaffiliated
subadviser for the fund without shareholder approval.
PORTFOLIO MANAGEMENT
Day-to-day management of the fund's portfolio is the responsibility of Ken
Winston. Mr. Winston is supported by the domestic equity team. Members of this
team manage other Pioneer funds investing primarily in U.S. equity securities.
The portfolio manager and the team also may draw upon the research and
investment management expertise of the global research teams, which provide
fundamental and quantitative research on companies and include members from
Pioneer's affiliate, Pioneer Investment Management Limited. Mr. Winston, a vice
president, joined Pioneer in 2007 from Hartford Investment Management Company
where he was senior vice president with
20
portfolio management and analyst responsibilities for small and mid cap growth
portfolios. From 2000 to 2006 he worked at Lee Munder Capital Group as partner
and portfolio manager for small and mid cap growth portfolios. Mr. Winston has
served as portfolio manager of the fund since 2009.
The fund's statement of additional information provides additional information
about the portfolio manager's compensation, other accounts managed by the
portfolio manager, and the portfolio manager's ownership of shares of the fund.
MANAGEMENT FEE
The fund pays Pioneer a fee for managing the fund and to cover the cost of
providing certain services to the fund. Pioneer's annual fee is equal to 0.625%
of the fund's average daily net assets up to $500 million, 0.60% of the next
$500 million and 0.575% on assets over $1 billion. The fee is accrued daily and
paid monthly.
For the fiscal year ended November 30, 2011, the fund paid management fees
(excluding waivers and/or assumption of expenses) equivalent to 0.62% of the
fund's average daily net assets.
A discussion regarding the basis for the Board of Trustees' approval of the
management contract will be available in the fund's annual report to
shareholders, for the period ended November 30, 2011.
DISTRIBUTOR AND TRANSFER AGENT
Pioneer Funds Distributor, Inc. is the fund's distributor. Pioneer Investment
Management Shareholder Services, Inc. is the fund's transfer agent. The fund
compensates the distributor and transfer agent for their services. The
distributor and the transfer agent are affiliates of Pioneer.
21
Pricing of shares
NET ASSET VALUE
The fund's net asset value is the value of its securities plus any other assets
minus its accrued operating expenses and other liabilities. The fund calculates
a net asset value for each class of shares every day the New York Stock
Exchange is open when regular trading closes (normally 4:00 p.m. Eastern time).
If the New York Stock Exchange closes at another time, the fund will calculate
a net asset value for each class of shares as of the actual closing time.
The fund generally values its equity securities and certain derivative
instruments that are traded on an exchange using the last sale price on the
principal exchange on which they are traded. Equity securities that are not
traded on the date of valuation, or securities for which no last sale prices
are available, are valued at the mean between the last bid and asked prices or,
if both last bid and asked prices are not available, at the last quoted bid
price. Last sale, bid and asked prices are provided by independent third party
pricing services. In the case of equity securities not traded on an exchange,
prices are typically determined by independent third party pricing services
using a variety of techniques and methods.
The fund may use a fair value model developed by an independent pricing service
to value non-U.S. equity securities.
To the extent that the fund invests in shares of other mutual funds that are
not traded on an exchange, such shares of other mutual funds are valued at
their net asset values as provided by those funds. The prospectuses for those
funds explain the circumstances under which those funds will use fair value
pricing methods and the effects of using fair value pricing methods.
The fund generally values debt securities and certain derivative instruments by
using the prices supplied by independent third party pricing services. A
pricing service may use market prices or quotations from one or more brokers or
other sources, or may use a pricing matrix or other fair value methods or
techniques to provide an estimated value of the security or instrument. A
pricing matrix is a means of valuing a debt security on the basis of current
market prices for other debt securities, historical trading patterns in the
market for fixed income securities and/or other factors.
The fund values short-term fixed income securities with remaining maturities of
60 days or less at amortized cost, unless circumstances indicate that using
this method would not reflect an investment's value.
22
The valuations of securities traded in non-U.S. markets and certain fixed
income securities will generally be determined as of the earlier closing time
of the markets on which they primarily trade. When the fund holds securities or
other assets that are denominated in a foreign currency, the fund will normally
use the currency exchange rates as of 3:00 p.m. (Eastern time). Non-U.S.
markets are open for trading on weekends and other days when the fund does not
price its shares. Therefore, the value of the fund's shares may change on days
when you will not be able to purchase or redeem fund shares.
When independent third party pricing services are unable to supply prices for
an investment, or when prices or market quotations are considered by Pioneer to
be unreliable, the value of that security may be determined using quotations
from one or more broker-dealers. When such prices or quotations are not
available, or when they are considered by Pioneer to be unreliable, the fund
uses fair value methods to value its securities pursuant to procedures adopted
by the Board of Trustees. The fund also may use fair value methods if it is
determined that a significant event has occurred between the time at which a
price is determined and the time at which the fund's net asset value is
calculated. Because the fund may invest in securities rated below investment
grade - some of which may be thinly traded and for which prices may not be
readily available or may be unreliable - the fund may use fair value methods
more frequently than funds that primarily invest in securities that are more
widely traded. Valuing securities using fair value methods may cause the net
asset value of the fund's shares to differ from the net asset value that would
be calculated only using market prices.
The prices used by the fund to value its securities may differ from the amounts
that would be realized if these securities were sold and these differences may
be significant, particularly for securities that trade in relatively thin
markets and/or markets that experience extreme volatility.
23
Choosing a class of shares
The fund offers three classes of shares through this prospectus. Each class has
different eligibility requirements, sales charges and expenses, allowing you to
choose the class that best meets your needs.
Factors you should consider include:
o The eligibility requirements that apply to purchases of a particular share
class
o The expenses paid by each class
o The initial sales charges and contingent deferred sales charges (CDSCs), if
any, applicable to each class
o Whether you qualify for any reduction or waiver of sales charges
o How long you expect to own the shares
o Any services you may receive from a financial intermediary
Your investment professional can help you determine which class meets your
goals. Your investment professional or financial intermediary may receive
different compensation depending upon which class you choose. If you are not a
U.S. citizen and are purchasing shares outside the U.S., you may pay different
sales charges under local laws and business practices.
For information on the fund's expenses, please see "Fund Summary."
CLASS A SHARES
o You pay a sales charge of up to 5.75% of the offering price, which is reduced
or waived for large purchases and certain types of investors. At time of
your purchase, your investment firm may receive a commission from the
distributor of up to 5%, declining as the size of your investment increases.
o There is no contingent deferred sales charge, except in certain circumstances
when no initial sales charge is charged.
o Distribution and service fees of 0.25% of average daily net assets.
CLASS C SHARES
o A 1% contingent deferred sales charge is assessed if you sell your shares
within one year of purchase. Your investment firm may receive a commission
from the distributor at the time of your purchase of up to 1%.
o Distribution and service fees of 1.00% of average daily net assets.
o Does not convert to another share class.
o Maximum purchase amount (per transaction) of $499,999.
CLASS Y SHARES
o No initial or contingent deferred sales charge.
o Initial investments are subject to a $5 million investment minimum, which may
be waived in some circumstances.
24
Distribution and service arrangements
DISTRIBUTION PLAN
The fund has adopted a distribution plan for Class A and Class C shares in
accordance with Rule 12b-1 under the Investment Company Act of 1940. Under the
plan, the fund pays distribution and service fees to the distributor. Because
these fees are an ongoing expense of the fund, over time they increase the cost
of your investment and your shares may cost more than shares that are subject
to other types of sales charges.
ADDITIONAL PAYMENTS TO FINANCIAL INTERMEDIARIES
Your financial intermediary may receive compensation from the fund, Pioneer and
its affiliates for the sale of fund shares and related services. Compensation
may include sales commissions and distribution and service (Rule 12b-1) fees,
as well as compensation for administrative services and transaction processing.
Pioneer and its affiliates may make additional payments to your financial
intermediary. These payments may provide your financial intermediary with an
incentive to favor the Pioneer funds over other mutual funds or assist the
distributor in its efforts to promote the sale of the fund's shares. Financial
intermediaries include broker-dealers, banks (including bank trust
departments), registered investment advisers, financial planners, retirement
plan administrators and other types of intermediaries.
Pioneer makes these additional payments (sometimes referred to as "revenue
sharing") to financial intermediaries out of its own assets, which may include
profits derived from services provided to the fund, or from the retention of a
portion of sales charges or distribution and service fees. Pioneer may base
these payments on a variety of criteria, including the amount of sales or
assets of the Pioneer funds attributable to the financial intermediary or as a
per transaction fee.
Not all financial intermediaries receive additional compensation and the amount
of compensation paid varies for each financial intermediary. In certain cases,
these payments may be significant. Pioneer determines which firms to support
and the extent of the payments it is willing to make, generally choosing firms
that have a strong capability to effectively distribute shares of the Pioneer
funds and that are willing to cooperate with Pioneer's promotional efforts.
Pioneer also may compensate financial intermediaries (in addition to amounts
that may be paid by the fund) for providing certain administrative services and
transaction processing services.
25
Distribution and service arrangements
Pioneer may benefit from revenue sharing if the intermediary features the
Pioneer funds in its sales system (such as by placing certain Pioneer funds on
its preferred fund list or giving access on a preferential basis to members of
the financial intermediary's sales force or management). In addition, the
financial intermediary may agree to participate in the distributor's marketing
efforts (such as by helping to facilitate or provide financial assistance for
conferences, seminars or other programs at which Pioneer personnel may make
presentations on the Pioneer funds to the intermediary's sales force). To the
extent intermediaries sell more shares of the Pioneer funds or retain shares of
the Pioneer funds in their clients' accounts, Pioneer receives greater
management and other fees due to the increase in the Pioneer funds' assets. The
intermediary may earn a profit on these payments if the amount of the payment
to the intermediary exceeds the intermediary's costs.
The compensation that Pioneer pays to financial intermediaries is discussed in
more detail in the fund's statement of additional information. Your
intermediary may charge you additional fees or commissions other than those
disclosed in this prospectus. Intermediaries may categorize and disclose these
arrangements differently than in the discussion above and in the statement of
additional information. You can ask your financial intermediary about any
payments it receives from Pioneer or the Pioneer funds, as well as about fees
and/or commissions it charges.
Pioneer and its affiliates may have other relationships with your financial
intermediary relating to the provision of services to the Pioneer funds, such
as providing omnibus account services or effecting portfolio transactions for
the Pioneer funds. If your intermediary provides these services, Pioneer or the
Pioneer funds may compensate the intermediary for these services. In addition,
your intermediary may have other relationships with Pioneer or its affiliates
that are not related to the Pioneer funds.
26
Sales charges
INITIAL SALES CHARGES (CLASS A SHARES ONLY)
You pay the offering price (the net asset value per share plus any initial
sales charge) when you buy Class A shares unless you qualify to purchase shares
at net asset value. You pay a lower sales charge as the size of your investment
increases. You do not pay a sales charge when you reinvest dividends or capital
gain distributions paid by the fund.
SALES CHARGES FOR CLASS A SHARES
SALES CHARGE AS % OF
----------------------
OFFERING NET AMOUNT
AMOUNT OF PURCHASE PRICE INVESTED
--------------------------------- ---------- -----------
Less than $50,000 5.75 6.10
--------------------------------- ---- ----
$50,000 but less than $100,000 4.50 4.71
--------------------------------- ---- ----
$100,000 but less than $250,000 3.50 3.63
--------------------------------- ---- ----
$250,000 but less than $500,000 2.50 2.56
--------------------------------- ---- ----
$500,000 or more -0- -0-
--------------------------------- ---- ----
The dollar amount of the sales charge is the difference between the offering
price of the shares purchased (based on the applicable sales charge in the
table) and the net asset value of those shares. Since the offering price is
calculated to two decimal places using standard rounding methodology, the
dollar amount of the sales charge as a percentage of the offering price and of
the net amount invested for any particular purchase of fund shares may be
higher or lower due to rounding.
REDUCED SALES CHARGES
You may qualify for a reduced Class A sales charge if you own or are purchasing
shares of Pioneer mutual funds. The investment levels required to obtain a
reduced sales charge are commonly referred to as "breakpoints." Pioneer offers
two principal means of taking advantage of breakpoints in sales charges for
aggregate purchases of Class A shares of the Pioneer funds over time if:
o The amount of shares you own of the Pioneer funds plus the amount you are
investing now is at least $50,000 (Rights of accumulation)
o You plan to invest at least $50,000 over the next 13 months (Letter of
intent)
RIGHTS OF ACCUMULATION
If you qualify for rights of accumulation, your sales charge will be based on
the combined value (at the current offering price) of all your Pioneer mutual
fund shares, the shares of your spouse and the shares of any children under the
age of 21.
27
Sales charges
LETTER OF INTENT
You can use a letter of intent to qualify for reduced sales charges in
two situations:
o If you plan to invest at least $50,000 (excluding any reinvestment of
dividends and capital gain distributions) in the fund's Class A shares
during the next 13 months
o If you include in your letter of intent the value (at the current offering
price) of all of your Class A shares of the fund and Class A, Class B or
Class C shares of all other Pioneer mutual fund shares held of record in the
amount used to determine the applicable sales charge for the fund shares you
plan to buy
Completing a letter of intent does not obligate you to purchase additional
shares, but if you do not buy enough shares to qualify for the projected level
of sales charges by the end of the 13-month period (or when you sell your
shares, if earlier), the distributor will recalculate your sales charge. You
must pay the additional sales charge within 20 days after you are notified of
the recalculation or it will be deducted from your account (or your sale
proceeds). Any share class for which no sales charge is paid cannot be included
under the letter of intent. For more information regarding letters of intent,
please contact your investment professional or obtain and read the statement of
additional information.
QUALIFYING FOR A REDUCED CLASS A SALES CHARGE
In calculating your total account value in order to determine whether you have
net sales charge breakpoints, you can include your Pioneer mutual fund shares,
those of your spouse and the shares of any children under the age of 21.
Pioneer will use each fund's current offering price to calculate your total
account value. Certain trustees and fiduciaries may also qualify for a reduced
sales charge.
To receive a reduced sales charge, you or your investment professional must, at
the time of purchase, notify the distributor of your eligibility. In order to
verify your eligibility for a discount, you may need to provide your investment
professional or the fund with information or records, such as account numbers
or statements, regarding shares of the fund or other Pioneer mutual funds held
in all accounts by you, your spouse or children under the age of 21 with that
investment professional or with any other financial intermediary. Eligible
accounts may include joint accounts, retirement plan accounts, such as IRA and
401k accounts, and custodial accounts, such as ESA, UGMA and UTMA accounts.
28
It is your responsibility to confirm that your investment professional has
notified the distributor of your eligibility for a reduced sales charge at the
time of sale. If you or your investment professional do not notify the
distributor of your eligibility, you will risk losing the benefits of a reduced
sales charge.
For this purpose, Pioneer mutual funds include any fund for which the
distributor is principal underwriter and, at the distributor's discretion, may
include funds organized outside the U.S. and managed by Pioneer or an
affiliate.
You can locate information regarding the reduction or waiver of sales charges,
in a clear and prominent format and free of charge, on Pioneer's website at
www.pioneerinvestments.com. The website includes hyperlinks that facilitate
access to this information.
CLASS A PURCHASES AT A REDUCED INITIAL SALES CHARGE OR NET ASSET VALUE ARE ALSO
AVAILABLE TO:
Group plans if the sponsoring organization:
o recommends purchases of Pioneer mutual funds to,
o permits solicitation of, or
o facilitates purchases by its employees, members or participants.
CLASS A PURCHASES AT NET ASSET VALUE
You may purchase Class A shares at net asset value (without a sales charge) as
follows. If you believe you qualify for any of the Class A sales charge waivers
discussed below, contact your investment professional or the distributor. You
are required to provide written confirmation of your eligibility. You may not
resell these shares except to or on behalf of the fund.
INVESTMENTS OF $500,000 OR MORE AND CERTAIN RETIREMENT PLANS
You do not pay a sales charge when you purchase Class A shares if you are
investing $500,000 or more, are a participant in an employer-sponsored
retirement plan with at least $500,000 in total plan assets or are a
participant in certain employer-sponsored retirement plans with accounts
established with Pioneer on or before March 31, 2004 with 100 or more eligible
employees or at least $500,000 in total plan assets. However, you may pay a
contingent deferred sales charge if you sell your Class A shares within 12
months of purchase. The sales charge is equal to 1% of your investment or your
sale proceeds, whichever is less.
CLASS A PURCHASES AT NET ASSET VALUE ARE AVAILABLE TO:
o Current or former trustees and officers of the fund;
o Partners and employees of legal counsel to the fund (at the time of initial
share purchase);
29
Sales charges
o Directors, officers, employees or sales representatives of Pioneer and its
affiliates (at the time of initial share purchase);
o Directors, officers, employees or sales representatives of any subadviser or
a predecessor adviser (or their affiliates) to any investment company for
which Pioneer serves as investment adviser (at the time of initial share
purchase);
o Officers, partners, employees or registered representatives of broker-dealers
(at the time of initial share purchase) which have entered into sales
agreements with the distributor;
o Employees of Regions Financial Corporation and its affiliates (at the time of
initial share purchase);
o Members of the immediate families of any of the persons above;
o Any trust, custodian, pension, profit sharing or other benefit plan of the
foregoing persons;
o Insurance company separate accounts;
o Certain wrap accounts for the benefit of clients of investment professionals
or other financial intermediaries adhering to standards established by the
distributor;
o Other funds and accounts for which Pioneer or any of its affiliates serves as
investment adviser or manager;
o Investors in connection with certain reorganization, liquidation or
acquisition transactions involving other investment companies or personal
holding companies;
o Certain unit investment trusts;
o Participants in employer-sponsored retirement plans with at least $500,000 in
total plan assets;
o Participants in employer-sponsored retirement plans with accounts established
with Pioneer on or before March 31, 2004 with 100 or more eligible employees
or at least $500,000 in total plan assets;
o Participants in Optional Retirement Programs if (i) your employer has
authorized a limited number of mutual funds to participate in the program,
(ii) all participating mutual funds sell shares to program participants at
net asset value, (iii) your employer has agreed in writing to facilitate
investment in Pioneer mutual funds by program participants and (iv) the
program provides for a matching contribution for each participant
contribution;
o Participants in an employer-sponsored 403(b) plan or employer-sponsored 457
plan if (i) your employer has made special arrangements for your plan to
operate as a group through a single broker, dealer or financial intermediary
and (ii) all participants in the plan who purchase shares of a Pioneer
mutual fund do so through a single broker, dealer or other financial
intermediary designated by your employer;
30
o Individuals receiving a distribution consisting of Class Y shares of a
Pioneer fund from a trust, fiduciary, custodial or other similar account who
purchase Class A shares of the same Pioneer fund within 90 days of the date
of the distribution;
o Investors purchasing shares pursuant to the reinstatement privilege
applicable to Class A shares; and
o Shareholders of record (i.e., shareholders whose shares are not held in the
name of a broker or an omnibus account) on the date of the reorganization of
a predecessor Safeco fund into a corresponding Pioneer fund, shareholders
who owned shares in the name of an omnibus account provider on that date
that agrees with the fund to distinguish beneficial holders in the same
manner, and retirement plans with assets invested in the predecessor Safeco
fund on that date.
In addition, Class A shares may be purchased at net asset value through certain
mutual fund programs sponsored by qualified intermediaries, such as
broker-dealers and investment advisers. In each case, the intermediary has
entered into an agreement with Pioneer to include the Pioneer funds in their
program without the imposition of a sales charge. The intermediary provides
investors participating in the program with additional services, including
advisory, asset allocation, recordkeeping or other services. You should ask
your investment firm if it offers and you are eligible to participate in such a
mutual fund program and whether participation in the program is consistent with
your investment goals. The intermediaries sponsoring or participating in these
mutual fund programs also may offer their clients other classes of shares of
the funds and investors may receive different levels of services or pay
different fees depending upon the class of shares included in the program.
Investors should consider carefully any separate transaction and other fees
charged by these programs in connection with investing in each available share
class before selecting a share class.
CONTINGENT DEFERRED SALES CHARGES (CDSCS)
CLASS A SHARES
Purchases of Class A shares of $500,000 or more, or by participants in a group
plan which were not subject to an initial sales charge, may be subject to a
contingent deferred sales charge upon redemption. A contingent deferred sales
charge is payable to the distributor in the event of a share redemption within
12 months following the share purchase at the rate of 1% of the lesser of the
value of the shares redeemed (exclusive of reinvested dividend and capital gain
distributions) or the total cost of such shares. However, the contingent
deferred sales charge is waived for redemptions of Class A
31
Sales charges
shares purchased by an employer-sponsored retirement plan that has at least
$500,000 in total plan assets (or that has 1,000 or more eligible employees for
plans with accounts established with Pioneer on or before March 31, 2004).
CLASS C SHARES
You buy Class C shares at net asset value per share without paying an initial
sales charge. However, if you sell your Class C shares within one year of
purchase, upon redemption you will pay the distributor a contingent deferred
sales charge of 1% of the current market value or the original cost of the
shares you are selling, whichever is less.
PAYING THE CONTINGENT DEFERRED SALES CHARGE (CDSC)
Several rules apply for calculating CDSCs so that you pay the lowest possible
CDSC.
o The CDSC is calculated on the current market value or the original cost of
the shares you are selling, whichever is less
o You do not pay a CDSC on reinvested dividends or distributions
o If you sell only some of your shares, the transfer agent will first sell your
shares that are not subject to any CDSC and then the shares that you have
owned the longest
o You may qualify for a waiver of the CDSC normally charged. See "Waiver or
reduction of contingent deferred sales charges"
WAIVER OR REDUCTION OF CONTINGENT DEFERRED SALES CHARGES
It is your responsibility to confirm that your investment professional has
notified the distributor of your eligibility for a reduced sales charge at the
time of sale. If you or your investment professional do not notify the
distributor of your eligibility, you will risk losing the benefits of a reduced
sales charge.
The distributor may waive or reduce the CDSC for Class A shares that are
subject to a CDSC or for Class C shares if:
o The distribution results from the death of all registered account owners or a
participant in an employer-sponsored plan. For UGMAs, UTMAs and trust
accounts, the waiver applies only upon the death of all beneficial owners;
o You become disabled (within the meaning of Section 72 of the Internal Revenue
Code) after the purchase of the shares being sold. For UGMAs, UTMAs and
trust accounts, the waiver only applies upon the disability of all
beneficial owners;
o The distribution is made in connection with limited automatic redemptions as
described in "Systematic withdrawal plans" (limited in any year to 10% of
the value of the account in the fund at the time the withdrawal plan is
established);
32
o The distribution is from any type of IRA, 403(b) or employer-sponsored plan
described under Section 401(a) or 457 of the Internal Revenue Code and, in
connection with the distribution, one of the following applies:
- It is part of a series of substantially equal periodic payments made over
the life expectancy of the participant or the joint life expectancy of the
participant and his or her beneficiary (limited in any year to 10% of the
value of the participant's account at the time the distribution amount is
established);
- It is a required minimum distribution due to the attainment of age 70 1/2,
in which case the distribution amount may exceed 10% (based solely on
total plan assets held in Pioneer mutual funds);
- It is rolled over to or reinvested in another Pioneer mutual fund in the
same class of shares, which will be subject to the CDSC of the shares
originally held; or
- It is in the form of a loan to a participant in a plan that permits loans
(each repayment applied to the purchase of shares will be subject to a
CDSC as though a new purchase);
o The distribution is to a participant in an employer-sponsored retirement plan
described under Section 401(a) of the Internal Revenue Code or to a
participant in an employer-sponsored 403(b) plan or employer-sponsored 457
plan if (i) your employer has made special arrangements for your plan to
operate as a group through a single broker, dealer or financial intermediary
and (ii) all participants in the plan who purchase shares of a Pioneer
mutual fund do so through a single broker, dealer or other financial
intermediary designated by your employer and is or is in connection with:
- A return of excess employee deferrals or contributions;
- A qualifying hardship distribution as described in the Internal Revenue
Code;
- Due to retirement or termination of employment; or
- From a qualified defined contribution plan and represents a participant's
directed transfer, provided that this privilege has been preauthorized
through a prior agreement with the distributor regarding participant
directed transfers;
o The distribution is made pursuant to the fund's right to liquidate or
involuntarily redeem shares in a shareholder's account;
o The distribution is made to pay an account's advisory or custodial fees; or
o The selling broker elects, with the distributor's approval, to waive receipt
of the commission normally paid at the time of the sale.
Please see the fund's statement of additional information for more information
regarding reduced sales charges and breakpoints.
33
Buying, exchanging and selling shares
OPENING YOUR ACCOUNT
You may open an account by completing an account application and sending it to
the transfer agent by mail or by fax. Please call the transfer agent to obtain
an account application. Certain types of accounts, such as retirement accounts,
have separate applications.
Use your account application to select options and privileges for your account.
You can change your selections at any time by sending a completed account
options form to the transfer agent. You may be required to obtain a signature
guarantee to make certain changes to an existing account.
Call or write to the transfer agent for account applications, account options
forms and other account information:
PIONEER INVESTMENT MANAGEMENT
SHAREHOLDER SERVICES, INC.
P.O. Box 55014
Boston, Massachusetts 02205-5014
Telephone 1-800-225-6292
IDENTITY VERIFICATION
To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify
and record information that identifies each person who opens an account. When
you open an account, you will need to supply your name, address, date of birth,
and other information that will allow the fund to identify you.
The fund may close your account if we cannot adequately verify your identity.
The redemption price will be the net asset value on the date of redemption.
INVESTING THROUGH FINANCIAL INTERMEDIARIES AND RETIREMENT PLANS
If you invest in the fund through your financial intermediary or through a
retirement plan, the options and services available to you may be different
from those discussed in this prospectus. Shareholders investing through
financial intermediaries, programs sponsored by financial intermediaries and
retirement plans may only purchase funds and classes of shares that are
available. When you invest through an account that is not in your name, you
generally may buy and sell shares and complete other transactions only through
the account. Ask your investment professional or financial intermediary for
more information.
Additional conditions may apply to your investment in the fund, and the
investment professional or intermediary may charge you a transaction-based,
administrative or other fee for its services. These conditions and fees are
34
in addition to those imposed by the fund and its affiliates. You should ask
your investment professional or financial intermediary about its services and
any applicable fees.
SHARE PRICES FOR TRANSACTIONS
If you place an order to purchase, exchange or sell shares with the transfer
agent or an authorized agent by the close of regular trading on the New York
Stock Exchange (usually 4:00 p.m. Eastern time), the share price for your
transaction will be based on the net asset value determined as of the close of
regular trading on the New York Stock Exchange on that day (plus or minus any
applicable sales charges). If your order is placed with the transfer agent or
an authorized agent after the close of regular trading on the New York Stock
Exchange, or your order is not in good order, the share price will be based on
the net asset value next determined after your order is received in good order
by the fund or authorized agent. The authorized agent is responsible for
transmitting your order to the fund in a timely manner.
GOOD ORDER MEANS THAT:
o You have provided adequate instructions
o There are no outstanding claims against your account
o There are no transaction limitations on your account
o If you have any fund share certificates, you submit them and they are signed
by each record owner exactly as the shares are registered
o Your request includes a signature guarantee if you:
- Are selling over $100,000 or exchanging over $500,000 worth of shares
- Changed your account registration or address within the last 30 days
- Instruct the transfer agent to mail the check to an address different from
the one on your account
- Want the check paid to someone other than the account's record owner(s)
- Are transferring the sale proceeds to a Pioneer mutual fund account with a
different registration
TRANSACTION LIMITATIONS
Your transactions are subject to certain limitations, including the limitation
on the purchase of the fund's shares within 30 calendar days of a redemption.
See "Excessive trading."
BUYING
You may buy fund shares from any financial intermediary that has a sales
agreement or other arrangement with the distributor.
35
Buying, exchanging and selling shares
You can buy shares at net asset value per share plus any applicable sales
charge. The distributor may reject any order until it has confirmed the order
in writing and received payment. Normally, your financial intermediary will
send your purchase request to the fund's transfer agent. CONSULT YOUR
INVESTMENT PROFESSIONAL FOR MORE INFORMATION. Your investment firm receives a
commission from the distributor, and may receive additional compensation from
Pioneer, for your purchase of fund shares.
MINIMUM INVESTMENT AMOUNTS
CLASS A AND CLASS C SHARES
Your initial investment must be at least $1,000. Additional investments must be
at least $100 for Class A shares and $500 for Class C shares.
You may qualify for lower initial or subsequent investment minimums if you are
opening a retirement plan account, establishing an automatic investment plan or
placing your trade through your investment firm. The fund may waive the initial
or subsequent investment minimums. Minimum investment amounts may be waived
for, among other things, share purchases made through certain mutual fund
programs (e.g., asset based fee program accounts) sponsored by qualified
intermediaries, such as broker-dealers and investment advisers, that have
entered into an agreement with Pioneer.
CLASS Y SHARES
Your initial investment in Class Y shares must be at least $5 million. This
amount may be invested in one or more of the Pioneer mutual funds that
currently offer Class Y shares. There is no minimum additional investment
amount. The fund may waive the initial investment amount.
WAIVERS OF THE MINIMUM INVESTMENT AMOUNT
The fund will accept an initial investment of less than $5 million if:
(a) The investment is made by a trust company or bank trust department
which is initially investing at least $1 million in any of the
Pioneer mutual funds and, at the time of the purchase, such assets
are held in a fiduciary, advisory, custodial or similar capacity
over which the trust company or bank trust department has full or
shared investment discretion; or
(b) The investment is at least $1 million in any of the Pioneer mutual
funds and the purchaser is an insurance company separate account; or
(c) The account is not represented by a broker-dealer and the investment
is made by (1) an ERISA-qualified retirement plan that meets the
36
requirements of Section 401 of the Internal Revenue Code, (2) an
employer-sponsored retirement plan that meets the requirements of Sections
403 or 457 of the Internal Revenue Code, (3) a private foundation that
meets the requirements of Section 501(c)(3) of the Internal Revenue Code
or (4) an endowment or other organization that meets the requirements of
Section 509(a)(1) of the Internal Revenue Code; or
(d) The investment is made by an employer-sponsored retirement plan
established for the benefit of (1) employees of Pioneer or its
affiliates, or (2) employees or the affiliates of broker-dealers who
have a Class Y shares sales agreement with the distributor; or
(e) The investment is made through certain mutual fund programs
sponsored by qualified intermediaries, such as broker-dealers and
investment advisers. In each case, the intermediary has entered into
an agreement with Pioneer to include Class Y shares of the Pioneer
mutual funds in their program. The intermediary provides investors
participating in the program with additional services, including
advisory, asset allocation, recordkeeping or other services. You
should ask your investment firm if it offers and you are eligible to
participate in such a mutual fund program and whether participation
in the program is consistent with your investment goals. The
intermediaries sponsoring or participating in these mutual fund
programs may also offer their clients other classes of shares of the
funds and investors may receive different levels of services or pay
different fees depending upon the class of shares included in the
program. Investors should consider carefully any separate
transaction and other fees charged by these programs in connection
with investing in each available share class before selecting a
share class; or
(f) The investment is made by another Pioneer fund
The fund reserves the right to waive the initial investment minimum in other
circumstances.
MAXIMUM PURCHASE AMOUNTS
Purchases of fund shares are limited to $499,999 for Class C shares. This limit
is applied on a per transaction basis. Class A and Class Y shares are not
subject to a maximum purchase amount.
RETIREMENT PLAN ACCOUNTS
You can purchase fund shares through tax-deferred retirement plans for
individuals, businesses and tax-exempt organizations.
37
Buying, exchanging and selling shares
Your initial investment for most types of retirement plan accounts must be at
least $250. Additional investments for most types of retirement plans must be
at least $100.
You may not use the account application accompanying this prospectus to
establish a Pioneer retirement plan. You can obtain retirement plan
applications from your investment firm or by calling the Retirement Plans
Department at 1-800-622-0176.
HOW TO BUY SHARES
THROUGH YOUR INVESTMENT FIRM
Normally, your investment firm will send your purchase request to the fund's
distributor and/or transfer agent. CONSULT YOUR INVESTMENT PROFESSIONAL FOR
MORE INFORMATION. Your investment firm receives a commission from the
distributor, and may receive additional compensation from Pioneer, for your
purchase of fund shares.
BY PHONE OR ONLINE
YOU CAN USE THE TELEPHONE OR ONLINE PURCHASE PRIVILEGE IF you have an existing
non-retirement account. Certain IRAs can use the telephone purchase privilege.
If your account is eligible, you can purchase additional fund shares by phone
or online if:
o You established your bank account of record at least 30 days ago
o Your bank information has not changed for at least 30 days
o You are not purchasing more than $100,000 worth of shares per account per day
o You can provide the proper account identification information
When you request a telephone or online purchase, the transfer agent will
electronically debit the amount of the purchase from your bank account of
record. The transfer agent will purchase fund shares for the amount of the
debit at the offering price determined after the transfer agent receives your
telephone or online purchase instruction and good funds. It usually takes three
business days for the transfer agent to receive notification from your bank
that good funds are available in the amount of your investment.
IN WRITING, BY MAIL
You can purchase fund shares for an existing fund account by MAILING A CHECK TO
THE TRANSFER AGENT. Make your check payable to the fund. Neither initial nor
subsequent investments should be made by third party check,
38
travelers check, or credit card check. Your check must be in U.S. dollars and
drawn on a U.S. bank. Include in your purchase request the fund's name, the
account number and the name or names in the account registration.
BY WIRE (CLASS Y SHARES ONLY)
If you have an existing Class Y account, you may wire funds to purchase shares.
Note, however, that:
o State Street Bank must receive your wire no later than 11:00 a.m. Eastern
time on the business day after the fund receives your request to purchase
shares
o If State Street Bank does not receive your wire by 11:00 a.m. Eastern time on
the next business day, your transaction will be canceled at your expense and
risk
o Wire transfers normally take two or more hours to complete and a fee may be
charged by the sending bank
o Wire transfers may be restricted on holidays and at certain other times
INSTRUCT YOUR BANK TO WIRE FUNDS TO:
Receiving Bank: State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02101
ABA Routing No. 011000028
For further credit to: Shareholder Name
Existing Pioneer Account No.
Select Mid Cap Growth Fund
The transfer agent must receive your account application before you send your
initial check or federal funds wire. In addition, you must provide a bank wire
address of record when you establish your account.
EXCHANGING
You may, under certain circumstances, exchange your shares for shares of the
same class of another Pioneer mutual fund.
Your exchange request must be for at least $1,000. The fund allows you to
exchange your shares at net asset value without charging you either an initial
or contingent deferred sales charge at the time of the exchange. Shares you
acquire as part of an exchange will continue to be subject to any contingent
deferred sales charge that applies to the shares you originally purchased. When
you ultimately sell your shares, the date of your original purchase will
determine your contingent deferred sales charge.
39
Buying, exchanging and selling shares
Before you request an exchange, consider each fund's investment objective and
policies as described in the fund's prospectus. You generally will have to pay
income taxes on an exchange.
SAME-FUND EXCHANGE PRIVILEGE
Certain shareholders may be eligible to exchange their shares for the fund's
Class Y shares. If eligible, no sales charges or other charges will apply to
any such exchange. Generally, shareholders will not recognize a gain or loss
for federal income tax purposes upon such an exchange. Investors should contact
their financial intermediary to learn more about the details of this privilege.
HOW TO EXCHANGE SHARES
THROUGH YOUR INVESTMENT FIRM
Normally, your investment firm will send your exchange request to the fund's
transfer agent. CONSULT YOUR INVESTMENT PROFESSIONAL FOR MORE INFORMATION ABOUT
EXCHANGING YOUR SHARES.
BY PHONE OR ONLINE
After you establish an eligible fund account, YOU CAN EXCHANGE FUND SHARES BY
PHONE OR ONLINE IF:
o You are exchanging into an existing account or using the exchange to
establish a new account, provided the new account has a registration
identical to the original account
o The fund into which you are exchanging offers the same class of shares
o You are not exchanging more than $500,000 worth of shares per account per day
o You can provide the proper account identification information
IN WRITING, BY MAIL OR BY FAX
You can exchange fund shares by MAILING OR FAXING A LETTER OF INSTRUCTION TO
THE TRANSFER AGENT. You can exchange fund shares directly through the fund only
if your account is registered in your name. However, you may not fax an
exchange request for more than $500,000. Include in your letter:
o The name and signature of all registered owners
o A signature guarantee for each registered owner if the amount of the exchange
is more than $500,000
o The name of the fund out of which you are exchanging and the name of the fund
into which you are exchanging
o The class of shares you are exchanging
o The dollar amount or number of shares you are exchanging
40
SELLING
Your shares will be sold at the share price (net asset value less any
applicable sales charge) next calculated after the fund or its authorized
agent, such as a broker-dealer, receives your request in good order. If a
signature guarantee is required, you must submit your request in writing.
If the shares you are selling are subject to a deferred sales charge, it will
be deducted from the sale proceeds. The fund generally will send your sale
proceeds by check, bank wire or electronic funds transfer. Normally you will be
paid within seven days. If you recently sent a check to purchase the shares
being sold, the fund may delay payment of the sale proceeds until your check
has cleared. This may take up to 10 calendar days from the purchase date.
If you are selling shares from a non-retirement account or certain IRAs, you
may use any of the methods described below. If you are selling shares from a
retirement account other than an IRA, you must make your request in writing.
You generally will have to pay income taxes on a sale.
If you must use a written request to exchange or sell your shares and your
account is registered in the name of a corporation or other fiduciary you must
include the name of an authorized person and a certified copy of a current
corporate resolution, certificate of incumbency or similar legal document
showing that the named individual is authorized to act on behalf of the record
owner.
HOW TO SELL SHARES
THROUGH YOUR INVESTMENT FIRM
Normally, your investment firm will send your request to sell shares to the
fund's transfer agent. CONSULT YOUR INVESTMENT PROFESSIONAL FOR MORE
INFORMATION. The fund has authorized the distributor to act as its agent in the
repurchase of fund shares from qualified investment firms. The fund reserves
the right to terminate this procedure at any time.
BY PHONE OR ONLINE
IF YOU HAVE AN ELIGIBLE NON-RETIREMENT ACCOUNT, YOU MAY SELL UP TO $100,000 PER
ACCOUNT PER DAY BY PHONE OR ONLINE. You may sell fund shares held in a
retirement plan account by phone only if your account is an eligible IRA (tax
penalties may apply). You may not sell your shares by phone or online if you
have changed your address (for checks) or your bank information (for wires and
transfers) in the last 30 days.
41
Buying, exchanging and selling shares
You may receive your sale proceeds:
o By check, provided the check is made payable exactly as your account is
registered
o By bank wire or by electronic funds transfer, provided the sale proceeds are
being sent to your bank address of record
For Class Y shares, shareholders may sell up to $5 million per account per day
if the proceeds are directed to your bank account of record ($100,000 per
account per day if the proceeds are not directed to your bank account of
record).
IN WRITING, BY MAIL OR BY FAX
You can sell some or all of your fund shares by WRITING DIRECTLY TO THE FUND
only if your account is registered in your name. Include in your request your
name, the fund's name, your fund account number, the class of shares to be
sold, the dollar amount or number of shares to be sold and any other applicable
requirements as described below. The transfer agent will send the sale proceeds
to your address of record unless you provide other instructions. Your request
must be signed by all registered owners and be in good order.
The transfer agent will not process your request until it is received in good
order.
You may sell up to $100,000 per account per day by fax.
HOW TO CONTACT US
BY PHONE
For information or to request a telephone transaction between 8:00 a.m. and
7:00 p.m. (Eastern time) by speaking with a shareholder services
representative call
1-800-225-6292
To request a transaction using FactFone/SM/ call
1-800-225-4321
BY MAIL
Send your written instructions to:
PIONEER INVESTMENT MANAGEMENT
SHAREHOLDER SERVICES, INC.
P.O. Box 55014
Boston, Massachusetts 02205-5014
42
PIONEER WEBSITE
www.pioneerinvestments.com
BY FAX
Fax your exchange and sale requests to:
1-800-225-4240
43
Account options
See the account application form for more details on each of the following
services or call the transfer agent for details and availability.
TELEPHONE TRANSACTION PRIVILEGES
If your account is registered in your name, you can buy, exchange or sell fund
shares by telephone. If you do not want your account to have telephone
transaction privileges, you must indicate that choice on your account
application or by writing to the transfer agent.
When you request a telephone transaction the transfer agent will try to confirm
that the request is genuine. The transfer agent records the call, requires the
caller to provide validating information for the account and sends you a
written confirmation. The fund may implement other confirmation procedures from
time to time. Different procedures may apply if you have a non-U.S. account or
if your account is registered in the name of an institution, broker-dealer or
other third party. If the fund's confirmation procedures are followed, neither
the fund nor its agents will bear any liability for these transactions.
ONLINE TRANSACTION PRIVILEGES
If your account is registered in your name, you may be able to buy, exchange or
sell fund shares online. Your investment firm may also be able to buy, exchange
or sell your fund shares online.
To establish online transaction privileges:
o For new accounts, complete the online section of the account application
o For existing accounts, complete an account options form, write to the
transfer agent or complete the online authorization screen at
www.pioneerinvestments.com
To use online transactions, you must read and agree to the terms of an online
transaction agreement available on the Pioneer website. When you or your
investment firm requests an online transaction the transfer agent
electronically records the transaction, requires an authorizing password and
sends a written confirmation. The fund may implement other procedures from time
to time. Different procedures may apply if you have a non-U.S. account or if
your account is registered in the name of an institution, broker-dealer or
other third party. You may not be able to use the online transaction privilege
for certain types of accounts, including most retirement accounts.
44
AUTOMATIC INVESTMENT PLANS
You can make regular periodic investments in the fund by setting up monthly
bank drafts, government allotments, payroll deductions, a Pioneer Investomatic
Plan and other similar automatic investment plans. Automatic investments may be
made only through U.S. banks. You may use an automatic investment plan to
establish a Class A share account with a small initial investment. If you have
a Class C share account and your balance is at least $1,000, you may establish
an automatic investment plan.
PIONEER INVESTOMATIC PLAN
If you establish a Pioneer Investomatic Plan, the transfer agent will make a
periodic investment in fund shares by means of a preauthorized electronic funds
transfer from your bank account. Your plan investments are voluntary. You may
discontinue your plan at any time or change the plan's dollar amount, frequency
or investment date by calling or writing to the transfer agent. You should
allow up to 30 days for the transfer agent to establish your plan.
AUTOMATIC EXCHANGES
You can automatically exchange your fund shares for shares of the same class of
another Pioneer mutual fund. The automatic exchange will begin on the day you
select when you complete the appropriate section of your account application or
an account options form. In order to establish automatic exchange:
o You must select exchanges on a monthly or quarterly basis
o Both the originating and receiving accounts must have identical registrations
o The originating account must have a minimum balance of $5,000
You may have to pay income taxes on an exchange.
DISTRIBUTION OPTIONS
The fund offers three distribution options. Any fund shares you buy by
reinvesting distributions will be priced at the applicable net asset value per
share.
(1) Unless you indicate another option on your account application, any
dividends and capital gain distributions paid to you by the fund will
automatically be invested in additional fund shares.
(2) You may elect to have the amount of any dividends paid to you in cash and
any capital gain distributions reinvested in additional shares.
45
Account options
(3) You may elect to have the full amount of any dividends and/or capital
gain distributions paid to you in cash.
Options (2) and (3) are not available to retirement plan accounts or accounts
with a current value of less than $500.
If you are under 59 1/2, taxes and tax penalties may apply.
If your distribution check is returned to the transfer agent or you do not cash
the check for six months or more, the transfer agent may reinvest the amount of
the check in your account and automatically change the distribution option on
your account to option (1) until you request a different option in writing. If
the amount of a distribution check would be less than $10, the fund may
reinvest the amount in additional shares of the fund instead of sending a
check. Additional shares of the fund will be purchased at the then-current net
asset value.
DIRECTED DIVIDENDS
You can invest the dividends paid by one of your Pioneer mutual fund accounts
in a second Pioneer mutual fund account. The value of your second account must
be at least $1,000. You may direct the investment of any amount of dividends.
There are no fees or charges for directed dividends. If you have a retirement
plan account, you may only direct dividends to accounts with identical
registrations.
SYSTEMATIC WITHDRAWAL PLANS
When you establish a systematic withdrawal plan for your account, the transfer
agent will sell the number of fund shares you specify on a periodic basis and
the proceeds will be paid to you or to any person you select. You must obtain a
signature guarantee to direct payments to another person after you have
established your systematic withdrawal plan. Payments can be made either by
check or by electronic transfer to a U.S. bank account you designate.
To establish a systematic withdrawal plan:
o Your account must have a total value of at least $10,000 when you establish
your plan
o You must request a periodic withdrawal of at least $50
o You may not request a periodic withdrawal of more than 10% of the value of
any Class C share account (valued at the time the plan is implemented)
These requirements do not apply to scheduled (Internal Revenue Code Section
72(t) election) or mandatory (required minimum distribution) withdrawals from
IRAs and certain retirement plans.
46
Systematic sales of fund shares may be taxable transactions for you. While you
are making systematic withdrawals from your account, you may pay unnecessary
initial sales charges on additional purchases of Class A shares or contingent
deferred sales charges.
DIRECT DEPOSIT
If you elect to take dividends or dividends and capital gain distributions in
cash, or if you establish a systematic withdrawal plan, you may choose to have
those cash payments deposited directly into your savings, checking or NOW bank
account.
VOLUNTARY TAX WITHHOLDING
You may have the transfer agent withhold 28% of the dividends and capital gain
distributions paid from your fund account (before any reinvestment) and forward
the amount withheld to the Internal Revenue Service as a credit against your
federal income taxes. Voluntary tax withholding is not available for retirement
plan accounts or for accounts subject to backup withholding.
47
Shareholder services and policies
EXCESSIVE TRADING
Frequent trading into and out of the fund can disrupt portfolio management
strategies, harm fund performance by forcing the fund to hold excess cash or to
liquidate certain portfolio securities prematurely and increase expenses for
all investors, including long-term investors who do not generate these costs.
An investor may use short-term trading as a strategy, for example, if the
investor believes that the valuation of the fund's portfolio securities for
purposes of calculating its net asset value does not fully reflect the
then-current fair market value of those holdings. The fund discourages, and
does not take any intentional action to accommodate, excessive and short-term
trading practices, such as market timing. Although there is no generally
applied standard in the marketplace as to what level of trading activity is
excessive, we may consider trading in the fund's shares to be excessive for a
variety of reasons, such as if:
o You sell shares within a short period of time after the shares were
purchased;
o You make two or more purchases and redemptions within a short period of time;
o You enter into a series of transactions that indicate a timing pattern or
strategy; or
o We reasonably believe that you have engaged in such practices in connection
with other mutual funds.
The fund's Board of Trustees has adopted policies and procedures with respect
to frequent purchases and redemptions of fund shares by fund investors.
Pursuant to these policies and procedures, we monitor selected trades on a
daily basis in an effort to detect excessive short-term trading. If we
determine that an investor or a client of a broker or other intermediary has
engaged in excessive short-term trading that we believe may be harmful to the
fund, we will ask the investor, broker or other intermediary to cease such
activity and we will refuse to process purchase orders (including purchases by
exchange) of such investor, broker, other intermediary or accounts that we
believe are under their control. In determining whether to take such actions,
we seek to act in a manner that is consistent with the best interests of the
fund's shareholders.
While we use our reasonable efforts to detect excessive trading activity, there
can be no assurance that our efforts will be successful or that market timers
will not employ tactics designed to evade detection. If we are not successful,
your return from an investment in the fund may be adversely affected.
Frequently, fund shares are held through omnibus accounts maintained by
financial intermediaries such as brokers and retirement plan administrators,
where the holdings of multiple shareholders, such as all the clients of a
particular broker or other intermediary, are aggregated. Our ability to monitor
48
trading practices by investors purchasing shares through omnibus accounts may
be limited and dependent upon the cooperation of the broker or other
intermediary in taking steps to limit this type of activity.
The fund may reject a purchase or exchange order before its acceptance or the
issuance of shares. The fund may also restrict additional purchases or
exchanges in an account. Each of these steps may be taken for any transaction,
for any reason, without prior notice, including transactions that the fund
believes are requested on behalf of market timers. The fund reserves the right
to reject any purchase or exchange request by any investor or financial
institution if the fund believes that any combination of trading activity in
the account or related accounts is potentially disruptive to the fund. A
prospective investor whose purchase or exchange order is rejected will not
achieve the investment results, whether gain or loss, that would have been
realized if the order had been accepted and an investment made in the fund. A
fund and its shareholders do not incur any gain or loss as a result of a
rejected order. The fund may impose further restrictions on trading activities
by market timers in the future.
To limit the negative effects of excessive trading on the fund, the fund has
adopted the following restriction on investor transactions. If an investor
redeems $5,000 or more (including redemptions that are a part of an exchange
transaction) from the fund, that investor shall be prevented (or "blocked")
from purchasing shares of the fund (including purchases that are a part of an
exchange transaction) for 30 calendar days after the redemption. This policy
does not apply to systematic purchase or withdrawal plan transactions,
transactions made through employer-sponsored retirement plans described under
Section 401(a), 403(b) or 457 of the Internal Revenue Code or employee benefit
plans, scheduled (Internal Revenue Code Section 72(t) election) or mandatory
(required minimum distribution) withdrawals from IRAs, rebalancing transactions
made through certain asset allocation or "wrap" programs, transactions by
insurance company separate accounts or transactions by other funds that invest
in the fund. This policy does not apply to purchase or redemption transactions
of less than $5,000 or to a Pioneer money market fund.
We rely on financial intermediaries that maintain omnibus accounts to apply to
their customers either the fund's policy described above or their own policies
or restrictions designed to limit excessive trading of fund shares. However, we
do not impose this policy at the omnibus account level.
Purchases pursuant to the reinstatement privilege (for Class A shares) are
subject to this policy.
49
Shareholder services and policies
PURCHASES IN KIND
You may use securities you own to purchase shares of the fund provided that
Pioneer, in its sole discretion, determines that the securities are consistent
with the fund's objective and policies and their acquisition is in the best
interests of the fund. If the fund accepts your securities, they will be valued
for purposes of determining the number of fund shares to be issued to you in
the same way the fund will value the securities for purposes of determining its
net asset value. For federal income tax purposes, you may be taxed in the same
manner as if you sold the securities that you use to purchase fund shares for
cash in an amount equal to the value of the fund shares that you purchase. Your
broker may also impose a fee in connection with processing your purchase of
fund shares with securities.
REINSTATEMENT PRIVILEGE (CLASS A SHARES)
If you recently sold all or part of your Class A shares, you may be able to
reinvest all or part of your sale proceeds without a sales charge in Class A
shares of any Pioneer mutual fund. To qualify for reinstatement:
o You must send a written request to the transfer agent no more than 90 days
after selling your shares and
o The registration of the account in which you reinvest your sale proceeds must
be identical to the registration of the account from which you sold your
shares.
Purchases pursuant to the reinstatement privilege are subject to limitations on
investor transactions, including the limitation on the purchase of the fund's
shares within 30 calendar days of redemption. See "Excessive trading."
When you elect reinstatement, you are subject to the provisions outlined in the
selected fund's prospectus, including the fund's minimum investment
requirement. Your sale proceeds will be reinvested in shares of the fund at the
Class A net asset value per share determined after the transfer agent receives
your written request for reinstatement. You may realize a gain or loss for
federal income tax purposes as a result of your sale of fund shares, and
special tax rules may apply if you elect reinstatement. Consult your tax
adviser for more information.
PIONEER WEBSITE
WWW.PIONEERINVESTMENTS.COM
The website includes a full selection of information on mutual fund investing.
You can also use the website to get:
o Your current account information
o Prices, returns and yields of all publicly available Pioneer mutual funds
50
o Prospectuses, statements of additional information and shareowner reports for
all the Pioneer mutual funds
o A copy of Pioneer's privacy notice
If you or your investment firm authorized your account for the online
transaction privilege, you may buy, exchange and sell shares online.
FACTFONE/SM/ 1-800-225-4321
You can use FactFone/SM/ to:
o Obtain current information on your Pioneer mutual fund accounts
o Inquire about the prices and yields of all publicly available Pioneer mutual
funds
o Make computer-assisted telephone purchases, exchanges and redemptions for
your fund accounts
o Request account statements
If you plan to use FactFone/SM/ to make telephone purchases and redemptions,
first you must activate your personal identification number and establish your
bank account of record. If your account is registered in the name of a
broker-dealer or other third party, you may not be able to use FactFone/SM/.
If your account is registered in the name of a broker-dealer or other third
party, you may not be able to use FactFone/SM/ to obtain account information.
HOUSEHOLD DELIVERY OF FUND DOCUMENTS
With your consent, Pioneer may send a single proxy statement, prospectus and
shareowner report to your residence for you and any other member of your
household who has an account with the fund. If you wish to revoke your consent
to this practice, you may do so by notifying Pioneer, by phone or in writing
(see "How to contact us"). Pioneer will begin mailing separate proxy
statements, prospectuses and shareowner reports to you within 30 days after
receiving your notice.
CONFIRMATION STATEMENTS
The transfer agent maintains an account for each investment firm or individual
shareowner and records all account transactions. You will be sent confirmation
statements showing the details of your transactions as they occur, except
automatic investment plan transactions, which are confirmed quarterly. If you
have more than one Pioneer mutual fund account registered in your name, the
Pioneer combined account statement will be mailed to you each quarter.
51
Shareholder services and policies
TAX INFORMATION
Early each year, the fund will mail you information about the tax status of the
dividends and distributions paid to you by the fund.
TAX INFORMATION FOR IRA ROLLOVERS
In January (or by the applicable Internal Revenue Service deadline) following
the year in which you take a reportable distribution, the transfer agent will
mail you a tax form reflecting the total amount(s) of distribution(s) received
by the end of January.
PRIVACY
The fund has a policy designed to protect the privacy of your personal
information. A copy of Pioneer's privacy notice was given to you at the time
you opened your account. The fund will send you a copy of the privacy notice
each year. You may also obtain the privacy notice by calling the transfer agent
or through Pioneer's website.
SIGNATURE GUARANTEES AND OTHER REQUIREMENTS
You are required to obtain a signature guarantee when:
o Requesting certain types of exchanges or sales of fund shares
o Redeeming shares for which you hold a share certificate
o Requesting certain types of changes for your existing account
You can obtain a signature guarantee from most broker-dealers, banks, credit
unions (if authorized under state law) and federal savings and loan
associations. You cannot obtain a signature guarantee from a notary public.
The Pioneer funds generally accept only medallion signature guarantees. A
medallion signature guarantee may be obtained from a domestic bank or trust
company, broker, dealer, clearing agency, savings association, or other
financial institution that is participating in a medallion program recognized
by the Securities Transfer Association. Signature guarantees from financial
institutions that are not participating in one of these programs are not
accepted as medallion signature guarantees. The fund may accept other forms of
guarantee from financial intermediaries in limited circumstances.
Fiduciaries and corporations are required to submit additional documents to
sell fund shares.
52
MINIMUM ACCOUNT SIZE
The fund requires that you maintain a minimum account value of $500. If you
hold less than $500 in your account, the fund reserves the right to notify you
that it intends to sell your shares and close your account. You will be given
60 days from the date of the notice to make additional investments to avoid
having your shares sold. This policy does not apply to certain qualified
retirement plan accounts.
TELEPHONE AND WEBSITE ACCESS
You may have difficulty contacting the fund by telephone or accessing
www.pioneerinvestments.com during times of market volatility or disruption in
telephone or Internet service. On New York Stock Exchange holidays or on days
when the exchange closes early, Pioneer will adjust the hours for the telephone
center and for online transaction processing accordingly. If you are unable to
access www.pioneerinvestments.com or reach the fund by telephone, you should
communicate with the fund in writing.
SHARE CERTIFICATES
The fund does not offer share certificates. Shares are electronically recorded.
Any existing certificated shares can only be sold by returning your certificate
to the transfer agent, along with a letter of instruction or a stock power (a
separate written authority transferring ownership) and a signature guarantee.
OTHER POLICIES
The fund and the distributor reserve the right to:
o reject any purchase or exchange order for any reason, without prior notice
o charge a fee for exchanges or to modify, limit or suspend the exchange
privilege at any time without notice. The fund will provide 60 days' notice
of material amendments to or termination of the exchange privilege
o revise, suspend, limit or terminate the account options or services available
to shareowners at any time, except as required by the rules of the
Securities and Exchange Commission
The fund reserves the right to:
o suspend transactions in shares when trading on the New York Stock Exchange is
closed or restricted, or when the Securities and Exchange Commission
determines an emergency or other circumstances exist that make it
impracticable for the fund to sell or value its portfolio securities, or
otherwise as permitted by the rules of or by the order of the Securities and
Exchange Commission
53
Shareholder services and policies
o redeem in kind by delivering to you portfolio securities owned by the fund
rather than cash. Securities you receive this way may increase or decrease
in value while you hold them and you may incur brokerage and transaction
charges and tax liability when you convert the securities to cash
o charge transfer, shareholder servicing or similar agent fees, such as an
account maintenance fee for small balance accounts, directly to accounts
upon at least 30 days' notice. The fund may do this by deducting the fee
from your distribution of dividends and/or by redeeming fund shares to the
extent necessary to cover the fee
o close your account after a period of inactivity, as determined by state law,
and transfer your shares to the appropriate state
54
Dividends, capital gains and taxes
DIVIDENDS AND CAPITAL GAINS
The fund generally pays any distributions of net short- and long-term capital
gains in November.
The fund generally pays dividends from any net investment income in December.
The fund may also pay dividends and capital gain distributions at other times
if necessary for the fund to avoid U.S. federal income or excise tax. If you
invest in the fund shortly before a dividend or other distribution, generally
you will pay a higher price per share and, unless you are exempt from tax, you
will pay taxes on the amount of the distribution whether you reinvest the
distribution in additional shares or receive it as cash.
TAXES
You will normally have to pay federal income taxes, and any state or local
taxes, on the dividends and other distributions you receive from the fund,
whether you take the distributions in cash or reinvest them in additional
shares. For U.S. federal income tax purposes, distributions from the fund's net
capital gains (if any) are considered long-term capital gains and may be
taxable to you at reduced rates. Distributions from the fund's net short-term
capital gains are taxable as ordinary income. Other dividends are taxable
either as ordinary income or, for taxable years beginning on or before December
31, 2012, if paid from the fund's "qualified dividend income" and if certain
conditions, including holding period requirements, are met by the fund and the
shareholder, as qualified dividend income taxable to individual shareholders at
a maximum 15% U.S. federal income tax rate.
"Qualified dividend income" generally is income derived from dividends paid by
U.S. corporations or certain foreign corporations that are either incorporated
in a U.S. possession or eligible for tax benefits under certain U.S. income tax
treaties. In addition, dividends that the fund receives in respect of stock of
certain foreign corporations may be qualified dividend income if that stock is
readily tradable on an established U.S. securities market.
A portion of dividends received from the fund (but none of the fund's capital
gain distributions) may qualify for the dividends-received deduction for
corporations.
The fund will report to shareholders annually the U.S. federal income tax
status of all fund distributions.
55
Dividends, capital gains and taxes
If the fund declares a dividend in October, November or December, payable to
shareholders of record in such a month, and pays it in January of the following
year, you will be taxed on the dividend as if you received it in the year in
which it was declared.
Sales and exchanges generally will be taxable transactions to shareowners. When
you sell or exchange fund shares you will generally recognize a capital gain or
capital loss in an amount equal to the difference between the net amount of
sale proceeds (or, in the case of an exchange, the fair market value of the
shares) that you receive and your tax basis for the shares that you sell or
exchange.
You must provide your social security number or other taxpayer identification
number to the fund along with the certifications required by the Internal
Revenue Service when you open an account. If you do not or if it is otherwise
legally required to do so, the fund will apply "backup withholding" tax on your
dividends and other distributions, sale proceeds and any other payments to you
that are subject to backup withholding. The backup withholding rate is
currently 28% and is scheduled to increase to 31% in 2013.
You should ask your tax adviser about any federal, state, local and foreign tax
considerations relating to an investment in the fund. You may also consult the
fund's statement of additional information for a more detailed discussion of
the U.S. federal income tax considerations that may affect the fund and its
shareowners.
56
Financial highlights
The financial highlights table helps you understand the fund's financial
performance for the past five years.
Certain information reflects financial results for a single fund share. The
total returns in the table represent the rate that you would have earned or
lost on an investment in Class A, Class C and Class Y shares of the fund
(assuming reinvestment of all dividends and distributions).
The fund acquired the assets and stated liabilities of Regions Morgan Keegan
Select Mid Cap Growth Fund (the predecessor fund) on May 15, 2009. For periods
prior to May 15, 2009, the financial information is that of the predecessor
fund.
The information below for the fiscal years ended November 30, 2009, 2010 and
2011 has been audited by Ernst & Young LLP, the fund's independent registered
public accounting firm, whose report is included in the fund's annual report
along with the fund's financial statements. The information below for fiscal
years ended November 30, 2007 and 2008 was audited by another independent
registered public accounting firm. The annual report is available upon request.
57
Financial highlights
PIONEER SELECT MID CAP GROWTH FUND
CLASS A SHARES
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
11/30/11 11/30/10 11/30/09(A) 11/30/08 11/30/07
---------------- ------------- ------------- ------------- -------------
Net asset value, beginning of period $ 16.76 $ 13.86 $ 9.59 $ 18.63 $ 18.82
-------- -------- ------- -------- --------
Increase (decrease) from investment
operations:
Net investment loss $ (0.09) $ (0.08) $ (0.06) $ (0.05) $ (0.06)
Net realized and unrealized gain
(loss) on investments and foreign
currency transactions 1.06 2.98 4.39 (6.84) 2.27
-------- -------- ------- -------- --------
Net increase (decrease) from
investment operations $ 0.97 $ 2.90 $ 4.33 $ (6.89) $ 2.21
Distributions to shareowners:
Net realized gain - - (0.06) (2.15) (2.40)
-------- -------- ------- -------- --------
Net increase (decrease) in net asset
value $ 0.97 $ 2.90 $ 4.27 $ (9.04) $ (0.19)
-------- -------- ------- -------- --------
Net asset value, end of period $ 17.73 $ 16.76 $ 13.86 $ 9.59 $ 18.63
-------- -------- ------- -------- --------
Total return* 5.79%(b) 20.92% 45.46% (41.79)% 13.72%
Ratio of net expenses to average net
assets 1.15% 1.21% 1.29% 1.25% 1.23%
Ratio of net investment loss to average
net assets (0.44)% (0.61)% (0.39)% (0.25)% (0.34)%
Portfolio turnover rate 81% 88% 91% 38% 52%
Net assets, end of period (in
thousands) $362,504 $387,037 $73,077 $97,154 $308,921
Ratios with no waiver of fees and
assumption of expenses by the
Adviser and no reduction for fees
paid indirectly:
Net expenses 1.15% 1.21% 1.29% 1.25% 1.23%
Net investment loss (0.44)% (0.61)% (0.39)% (0.25)% (0.34)%
Ratios with waiver of fees and
assumption of expenses by the
Adviser and reduction for fees paid
indirectly:
Net expenses 1.15% 1.21% 1.29% 1.25% 1.23%
Net investment loss (0.44)% (0.61)% (0.39)% (0.25)% (0.34)%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
(a) Effective May 15, 2009, Pioneer Investment Management, Inc. became
the adviser of the Fund.
(b) If the Fund had not recognized gains in settlement of class action
lawsuits during the year ended November 30, 2011, the total return
would have been 5.61%.
58
PIONEER SELECT MID CAP GROWTH FUND
CLASS C SHARES
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
11/30/11 11/30/10 11/30/09(A) 11/30/08 11/30/07
--------------- ------------ ------------- ------------- -----------
Net asset value, beginning of period $ 15.62 $ 13.04 $ 9.09 $ 17.93 $ 18.24
------- ------- ------- -------- -------
Increase (decrease) from investment
operations:
Net investment loss $ (0.24) $ (0.20) $ (0.17) $ (0.17) $ (0.18)
Net realized and unrealized gain
(loss) on investments and foreign
currency transactions 0.99 2.78 4.18 (6.52) 2.27
------- ------- ------- -------- -------
Net increase (decrease) from
investment operations $ 0.75 $ 2.58 $ 4.01 $ (6.69) $ 2.09
Distributions to shareowners:
Net realized gain - - (0.06) (2.15) (2.40)
------- ------- ------- -------- -------
Net increase (decrease) in net asset
value $ 0.75 $ 2.58 $ 3.95 $ (8.84) $ (0.31)
------- ------- ------- -------- -------
Net asset value, end of period $ 16.37 $ 15.62 $ 13.04 $ 9.09 $ 17.93
------- ------- ------- -------- -------
Total return* 4.80%(b) 19.79% 44.43% (42.37)% 13.48%
Ratio of net expenses to average net
assets 2.07% 2.14% 2.31% 2.00% 1.98%
Ratio of net investment loss to average
net assets (1.37)% (1.54)% (1.44)% (1.00)% (1.09)%
Portfolio turnover rate 81% 88% 91% 38% 52%
Net assets, end of period (in
thousands) $13,090 $13,565 $ 5,017 $ 4,457 $10,345
Ratios with no waiver of fees and
assumption of expenses by the
Adviser and no reduction for fees
paid indirectly:
Net expenses 2.07% 2.25% 2.31% 2.00% 1.98%
Net investment loss (1.37)% (1.64)% (1.44)% (1.00)% (1.09)%
Ratios with waiver of fees and
assumption of expenses by the
Adviser and reduction for fees paid
indirectly:
Net expenses 2.07% 2.14% 2.31% 2.00% 1.98%
Net investment loss (1.37)% (1.54)% (1.44)% (1.00)% (1.09)%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
(a) Effective May 15, 2009, Pioneer Investment Management, Inc. became
the adviser of the Fund.
(b) If the Fund had not recognized gains in the settlement of class
action lawsuits during the year ended November 30, 2011, the total
return would have been 4.67%.
59
Financial highlights
PIONEER SELECT MID CAP GROWTH FUND
CLASS Y SHARES
YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
11/30/11 11/30/10 11/30/09(A) 11/30/08 11/30/07
----------------- ------------- ------------- ------------- -----------
Net asset value, beginning of period $ 17.10 $ 14.08 $ 9.70 $ 18.77 $ 18.92
--------- -------- ------- -------- -------
Increase (decrease) from investment
operations:
Net investment loss $ (0.00)(b) $ (0.02) $ (0.01) $ - $ (0.02)
Net realized and unrealized gain
(loss) on investments and foreign
currency transactions 1.06 3.04 4.45 (6.92) 2.27
--------- -------- ------- -------- -------
Net increase (decrease) from
investment operations $ 1.06 $ 3.02 $ 4.44 $ (6.92) $ 2.25
Distributions to shareowners:
Net realized gain - - (0.06) (2.15) (2.40)
--------- -------- ------- -------- -------
Net increase (decrease) in net asset
value $ 1.06 $ 3.02 $ 4.38 $ (9.07) $ (0.15)
--------- -------- ------- -------- -------
Net asset value, end of period $ 18.16 $ 17.10 $ 14.08 $ 9.70 $ 18.77
--------- -------- ------- -------- -------
Total return* 6.20%(d) 21.45% 46.08% (41.62)% 13.87%
Ratio of net expenses to average net
assets 0.71% 0.74% 0.97% 1.00% 0.98%
Ratio of net investment loss to average
net assets (0.00)%(c) (0.14)% (0.05)% - (0.09)%
Portfolio turnover rate 81% 88% 91% 38% 52%
Net assets, end of period (in
thousands) $ 83,460 $107,870 $81,580 $115,533 $66,510
Ratios with no waiver of fees and
assumption of expenses by the
Adviser and no reduction for fees
paid indirectly:
Net expenses 0.71% 0.74% 0.97% 1.00% 0.98%
Net investment loss (0.00)%(c) (0.14)% (0.05)% - (0.09)%
Ratios with waiver of fees and
assumption of expenses by the
Adviser and reduction for fees paid
indirectly:
Net expenses 0.71% 0.74% 0.97% 1.00% 0.98%
Net investment loss (0.00)%(c) (0.14)% (0.05)% - (0.09)%
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions and the complete redemption of
the investment at net asset value at the end of each period.
(a) Effective May 15, 2009, Pioneer Investment Management, Inc. became
the adviser of the Fund.
(b) Rounds to less than $0.01 or $(0.01) per share.
(c) Rounds to less than 0.01% or (0.01)%.
(d) If the Fund had not recognized gains in the settlement of class
action lawsuits during the year ended November 30, 2011, the total
return would have been 6.08%.
60
Notes
Pioneer
Select Mid Cap Growth Fund
YOU CAN OBTAIN MORE FREE INFORMATION about the fund from your investment firm
or by writing to Pioneer Investment Management Shareholder Services, Inc., 60
State Street, Boston, Massachusetts 02109. You may also call 1-800-225-6292 for
more information about the fund, to request copies of the fund's statement of
additional information and shareowner reports, and to make other inquiries.
VISIT OUR WEBSITE
www.pioneerinvestments.com
The fund makes available the statement of additional information and shareowner
reports, free of charge, on the fund's website at www.pioneerinvestments.com.
You also may find other information and updates about Pioneer and the fund,
including fund performance information, on the fund's website.
SHAREOWNER REPORTS
Annual and semiannual reports to shareowners, and quarterly reports filed with
the Securities and Exchange Commission, provide additional information about
the fund's investments. The annual report discusses market conditions and
investment strategies that significantly affected the fund's performance during
its last fiscal year.
STATEMENT OF ADDITIONAL INFORMATION
The statement of additional information provides more detailed information
about the fund.
The statement of additional information, and the independent registered public
accounting firm's report and financial statements in the fund's annual report
to shareowners, are incorporated by reference into this prospectus.
You can also review and copy the fund's shareowner reports, prospectus and
statement of additional information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information.
The Commission charges a fee for copies. You can get the same information free
from the Commission's EDGAR database on the Internet (http://www.sec.gov). You
may also e-mail requests for these documents to publicinfo@sec.gov or make a
request in writing to the Commission's Public Reference Section, Washington,
D.C. 20549-1520.
(Investment Company Act file no. 811-03564)
[GRAPHIC APPEARS HERE]
PIONEER FUNDS DISTRIBUTOR, INC.
60 STATE STREET 23136-03-0412
BOSTON, MA 02109 (Copyright)2012 Pioneer Funds Distributor, Inc.
WWW.PIONEERINVESTMENTS.COM Member SIPC
[GRAPHIC APPEARS HERE]
Pioneer Investment Management, Inc.
60 State Street
Boston, MA 02109
www.pioneerinvestments.com
This is not part of the prospectus.
23136-03-0412
(Copyright)2012 Pioneer Funds Distributor, Inc.
Underwriter of Pioneer mutual funds
Member SIPC
October 10, 2012
SUPPLEMENT TO THE PROSPECTUSES,
AS IN EFFECT AND AS MAY BE AMENDED, FOR
Fund Date of Prospectus
---- ------------------
Pioneer Absolute Return Credit Fund August 1, 2012
Pioneer AMT-Free Municipal Fund May 1, 2012
Pioneer Bond Fund November 1, 2011
Pioneer Classic Balanced Fund December 1, 2011
Pioneer Disciplined Growth Fund December 31, 2011
Pioneer Disciplined Value Fund December 31, 2011
Pioneer Emerging Markets Fund April 1, 2012
Pioneer Equity Income Fund March 1, 2012
Pioneer Equity Opportunity Fund April 1, 2012
Pioneer Floating Rate Fund March 1, 2012
Pioneer Fund May 1, 2012
Pioneer Fundamental Growth Fund August 1, 2012
Pioneer Fundamental Value Fund November 1, 2011
Pioneer Global Aggregate Bond Fund March 1, 2012
Pioneer Global Equity Fund December 31, 2011
Pioneer Global High Yield Fund March 1, 2012
Pioneer Government Income Fund December 1, 2011
Pioneer Growth Opportunities Fund May 1, 2012
Pioneer High Income Municipal Fund December 31, 2011
Pioneer High Yield Fund March 1, 2012
Pioneer Ibbotson Aggressive Allocation Fund December 1, 2011
Pioneer Ibbotson Conservative Allocation Fund December 1, 2011
Pioneer Ibbotson Growth Allocation Fund December 1, 2011
Pioneer Ibbotson Moderate Allocation Fund December 1, 2011
Pioneer Independence Fund May 1, 2012
Pioneer International Value Fund April 1, 2012
Pioneer Mid Cap Value Fund March 1, 2012
Pioneer Multi-Asset Income Fund December 21, 2011
Pioneer Multi-Asset Real Return Fund March 1, 2012 (as revised
April 27, 2012)
Pioneer Multi-Asset Ultrashort Income Fund June 30, 2012
Pioneer Oak Ridge Large Cap Growth Fund April 1, 2012
Pioneer Oak Ridge Small Cap Growth Fund April 1, 2012
Pioneer Real Estate Shares May 1, 2012
Pioneer Research Fund May 1, 2012
Pioneer Select Mid Cap Growth Fund April 1, 2012
Pioneer Short Term Income Fund December 31, 2011
Pioneer Strategic Income Fund February 1, 2012
Pioneer Value Fund February 1, 2012
The following replaces the last paragraph listed under "Class A purchases at
net asset value are available to:" in the "Sales Charges" section of the
prospectus for the above listed funds.
In addition, Class A shares may be purchased at net asset value through certain
mutual fund programs sponsored by qualified intermediaries, such as
broker-dealers and investment advisers. In each case, the intermediary has
entered into an agreement with Pioneer to include the Pioneer funds in their
program without the imposition of a sales charge. The intermediary provides
investors participating in the program with additional services, including
advisory, asset allocation, recordkeeping or other services. You should ask
your investment firm if it offers and you are eligible to participate in such a
mutual fund program and whether participation in the program is consistent with
your investment goals. The intermediaries sponsoring or participating in these
mutual fund programs also may offer their clients other classes of shares of
the funds and investors may receive different levels of services or pay
different fees depending upon the class of shares included in the program.
Investors should consider carefully any separate transaction and other fees
charged by these programs in connection with investing in each available share
class before selecting a share class. Such mutual fund programs include certain
self-directed brokerage services accounts held through qualified intermediaries
that may or may not charge participating investors transaction fees.
26043-00-1012
(C) 2012 Pioneer Funds Distributor, Inc.
Underwriter of Pioneer mutual funds
December 20, 2012
Supplement to the Prospectuses, as in effect and as may be amended, for
Fund Date of Prospectus
---- ------------------
Pioneer Absolute Return Credit Fund............. August 1, 2012
Pioneer AMT-Free Municipal Fund................. May 1, 2012
Pioneer Bond Fund............................... December 15, 2012
Pioneer Classic Balanced Fund................... December 1, 2012
Pioneer Disciplined Growth Fund................. December 31, 2011
Pioneer Disciplined Value Fund.................. December 31, 2011
Pioneer Emerging Markets Fund................... April 1, 2012
Pioneer Equity Income Fund...................... December 15, 2012
Pioneer Equity Opportunity Fund................. April 1, 2012
Pioneer Floating Rate Fund...................... March 1, 2012
Pioneer Fund.................................... May 1, 2012
Pioneer Fundamental Growth Fund................. December 12, 2012
Pioneer Fundamental Value Fund.................. November 1, 2012
Pioneer Global Aggregate Bond Fund.............. March 1, 2012
Pioneer Global Equity Fund...................... December 31, 2011
Pioneer Global High Yield Fund.................. March 1, 2012
Pioneer Government Income Fund.................. December 1, 2012
Pioneer Growth Opportunities Fund............... May 1, 2012
Pioneer High Income Municipal Fund.............. December 31, 2011
Pioneer High Yield Fund......................... March 1, 2012
Pioneer Ibbotson Aggressive Allocation Fund..... December 1, 2012
Pioneer Ibbotson Conservative Allocation Fund... December 1, 2012
Pioneer Ibbotson Growth Allocation Fund......... December 1, 2012
Pioneer Ibbotson Moderate Allocation Fund....... December 1, 2012
Pioneer Independence Fund....................... May 1, 2012
Pioneer International Value Fund................ April 1, 2012
Pioneer Mid Cap Value Fund...................... March 1, 2012
Pioneer Multi-Asset Income Fund................. December 21, 2011
Pioneer Multi-Asset Real Return Fund............ March 1, 2012 (as revised April 27, 2012)
Pioneer Multi-Asset Ultrashort Income Fund...... December 15, 2012
Pioneer Oak Ridge Large Cap Growth Fund......... April 1, 2012
Pioneer Oak Ridge Small Cap Growth Fund......... December 15, 2012
Pioneer Real Estate Shares...................... May 1, 2012
Pioneer Research Fund........................... May 1, 2012
Pioneer Select Mid Cap Growth Fund.............. April 1, 2012
Pioneer Short Term Income Fund.................. December 31, 2011
Pioneer Strategic Income Fund................... December 15, 2012
Pioneer Value Fund.............................. February 1, 2012
The following supplements the "Shareholder services and policies" section of
the prospectus under the heading "Excessive trading."
As part of the fund's efforts to restrict excessive short-term trading, the
fund has adopted a policy whereby investors generally are prevented (or
"blocked") from purchasing shares of the fund for 30 days (90 days for certain
funds) after redeeming $5,000 or more. This policy is temporarily suspended
from December 20, 2012 through January 14, 2013. The fund will continue to
review transaction activity during this period in an effort to detect excessive
short-term trading that may be harmful to the fund.
26236-12-1212
(C) 2012 Pioneer Funds Distributor, Inc.
Underwriter of Pioneer mutual funds
Member SIPC
Pioneer Select Mid Cap Growth Fund
Supplement dated January 22, 2013
to Summary Prospectus, Prospectus and Statement of Additional Information
Dated April 1, 2012
The Board of Trustees of Pioneer Select Mid Cap Growth Fund has approved the
reorganization of the Fund with and into Pioneer Growth Opportunities Fund (the
"Reorganization"). Each fund is managed by Pioneer Investment Management, Inc.
The Reorganization is expected to occur in the second quarter of 2013. The
Reorganization does not require shareholder approval.
Following is a brief description of certain aspects of the Reorganization:
. Pioneer Select Mid Cap Growth Fund will reorganize with and into Pioneer
Growth Opportunities Fund, resulting in the "Combined Fund." The
Combined Fund will be named "Pioneer Select Mid Cap Growth Fund."
. Pioneer Select Mid Cap Growth Fund's investment team will manage the
Combined Fund.
. The Combined Fund will have the same investment objective, investment
strategies and investment policies as Pioneer Select Mid Cap Growth Fund.
. The management fee payable by the Combined Fund (0.625% of the Fund's
average daily net assets up to $500 million, 0.60% of the next $500
million and 0.575% on assets over $1 billion) will be the same as the
management fee payable by Pioneer Select Mid Cap Growth Fund.
. It is currently anticipated that the historical performance of Pioneer
Select Mid Cap Growth Fund will become the Combined Fund's historical
performance.
. The Reorganization is expected to qualify as a tax-free reorganization,
which generally means that the Reorganization will result in no income,
gain or loss being recognized for federal income tax purposes by either
fund or its shareholders as a direct result of the Reorganization.
Prior to consummation of the Reorganization, the shareholders of Pioneer Select
Mid Cap Growth Fund will be sent an Information Statement containing important
information about the Reorganization and the Combined Fund.
PIONEER SELECT MID CAP GROWTH FUND
(PIONEER SERIES TRUST I)
--------------------------------------------------------------------------------
60 State Street
Boston, Massachusetts 02109
CLASS A SHARES (PMCTX)
CLASS C SHARES (PMTCX)
CLASS Y SHARES (PMTYX)
Statement of Additional Information
April 1, 2012
This statement of additional information is not a prospectus. It should be read
in conjunction with the fund's Class A, Class C and Class Y shares prospectus
dated April 1, 2012, as supplemented or revised from time to time. A copy of
the prospectus can 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. You can also obtain a copy of the prospectus from our
website at: www.pioneerinvestments.com. The fund's financial statements for the
fiscal year ended November 30, 2011, including the independent registered
public accounting firm's report thereon, are incorporated into this statement
of additional information by reference. CONTENTS
--------------------------------------------------------------------------------
PAGE
1. Fund history............................................... 1
2. Investment policies, risks and restrictions................ 1
3. Trustees and officers...................................... 28
4. Investment adviser......................................... 37
5. Principal underwriter and distribution plan................ 39
6. Shareholder servicing/transfer agent....................... 41
7. Custodian and sub-administrator............................ 42
8. Independent registered public accounting firm.............. 42
9. Portfolio management....................................... 42
10. Portfolio transactions..................................... 45
11. Description of shares...................................... 46
12. Sales charges.............................................. 49
13. Redeeming shares........................................... 54
14. Telephone and online transactions.......................... 55
15. Pricing of shares.......................................... 56
16. Tax status................................................. 57
17. Financial statements....................................... 65
18. Annual fee, expense and other information.................. 65
19. Appendix A - Description of short-term debt, corporate bond
and preferred stock ratings//.............................. 69
20. Appendix B - Proxy voting policies and procedures.......... 73
[GRAPHIC APPEARS HERE]
1. FUND HISTORY
The fund is a diversified open-end management investment company. The fund is a
series of Pioneer Series Trust I (the "Trust"), a Delaware statutory trust. The
fund acquired the assets and stated liabilities of Regions Morgan Keegan Select
Mid Cap Growth Fund on May 15, 2009. Pioneer Investment Management, Inc.
("Pioneer") is the fund's investment adviser.
2. INVESTMENT POLICIES, RISKS AND RESTRICTIONS
The prospectus presents the investment objective and the principal investment
strategies and risks of the fund. This section supplements the disclosure in
the fund's prospectus and provides additional information on the fund's
investment policies or restrictions. Restrictions or policies stated as a
maximum percentage of the fund's assets are only applied immediately after a
portfolio investment to which the policy or restriction is applicable (other
than the limitations on borrowing and illiquid securities). Accordingly, any
later increase or decrease in a percentage resulting from a change in values,
net assets or other circumstances will not be considered in determining whether
the investment complies with the fund's restrictions and policies.
EQUITY SECURITIES AND RELATED INVESTMENTS
INVESTMENTS IN EQUITY SECURITIES
Equity securities, such as common stock, generally represent an ownership
interest in a company. While equity securities have historically generated
higher average returns than fixed income securities, equity securities have
also experienced significantly more volatility in those returns. An adverse
event, such as an unfavorable earnings report, may depress the value of a
particular equity security held by the fund. Also, the prices of equity
securities, particularly common stocks, are sensitive to general movements in
the stock market. A drop in the stock market may depress the price of equity
securities held by the fund.
WARRANTS AND STOCK PURCHASE RIGHTS
The fund may invest in warrants, which are securities permitting, but not
obligating, their holder to subscribe for other securities. Warrants do not
carry with them the right to dividends or voting rights with respect to the
securities that they entitle their holders to purchase, and they do not
represent any rights in the assets of the issuer.
The fund may also invest in stock purchase rights. Stock purchase rights are
instruments, frequently distributed to an issuer's shareholders as a dividend,
that entitle the holder to purchase a specific number of shares of common stock
on a specific date or during a specific period of time. The exercise price on
the rights is normally at a discount from market value of the common stock at
the time of distribution. The rights do not carry with them the right to
dividends or to vote and may or may not be transferable. Stock purchase rights
are frequently used outside of the United States as a means of raising
additional capital from an issuer's current shareholders.
As a result, an investment in warrants or stock purchase rights may be
considered more speculative than certain other types of investments. In
addition, the value of a warrant or a stock purchase right does not necessarily
change with the value of the underlying securities, and warrants and stock
purchase rights expire worthless if they are not exercised on or prior to their
expiration date.
PREFERRED SHARES
The fund may invest in preferred shares. Preferred shares are equity
securities, but they have many characteristics of fixed income securities, such
as a fixed dividend payment rate and/or a liquidity preference over the
issuer's common shares. However, because preferred shares are equity
securities, they may be more susceptible to risks traditionally associated with
equity investments than the fund's fixed income securities.
1
Preferred stocks may differ in many of their provisions. Among the features
that differentiate preferred stocks from one another are the dividend rights,
which may be cumulative or noncumulative and participating or
non-participating, redemption provisions, and voting rights. Such features will
establish the income return and may affect the prospects for capital
appreciation or risks of capital loss.
The market prices of preferred stocks are subject to changes in interest rates
and are more sensitive to changes in an issuer's creditworthiness than are the
prices of debt securities. Shareholders of preferred stock may suffer a loss of
value if dividends are not paid. Under ordinary circumstances, preferred stock
does not carry voting rights.
INVESTMENTS IN INITIAL PUBLIC OFFERINGS
To the extent consistent with its investment objective, the fund may invest in
initial public offerings ("IPOs") of equity securities. The market for such
securities may be more volatile and entail greater risk of loss than
investments in more established companies. Investments in initial public
offerings may represent a significant portion of the fund's investment
performance. The fund cannot assure that investments in initial public
offerings will continue to be available to the fund or, if available, will
result in positive investment performance. In addition, as the fund's portfolio
grows in size, the impact of investments in initial public offerings on the
overall performance of the fund is likely to decrease.
NON-U.S. INVESTMENTS
EQUITY SECURITIES OF NON-U.S. ISSUERS
The fund may invest in equity securities of non-U.S. issuers, including
American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"),
Global Depositary Receipts ("GDRs") and other similar instruments.
DEBT OBLIGATIONS OF NON-U.S. GOVERNMENTS
The fund may invest in debt obligations of non-U.S. governments. An investment
in debt obligations of non-U.S. governments and their political subdivisions
(sovereign debt) involves special risks that are not present in corporate debt
obligations. The non-U.S. issuer of the sovereign debt or the non-U.S.
governmental authorities that control the repayment of the debt may be unable
or unwilling to repay principal or interest when due, and the fund may have
limited recourse in the event of a default. During periods of economic
uncertainty (such as the financial crisis that began in 2008), the values of
sovereign debt and of securities of issuers that purchase sovereign debt may be
more volatile than prices of debt obligations of U.S. issuers. In the past,
certain non-U.S. countries have encountered difficulties in servicing their
debt obligations, withheld payments of principal and interest and declared
moratoria on the payment of principal and interest on their sovereign debt.
A sovereign debtor's willingness or ability to repay principal and pay interest
in a timely manner may be affected by, among other factors, its cash flow
situation, the extent of its foreign currency reserves, the availability of
sufficient foreign exchange, the relative size of the debt service burden, the
sovereign debtor's policy toward its principal international lenders and local
political constraints. Sovereign debtors may also be dependent on expected
disbursements from non-U.S. governments, multinational agencies and other
entities to reduce principal and interest arrearages on their debt. The failure
of a sovereign debtor to implement economic reforms, achieve specified levels
of economic performance or repay principal or interest when due may result in
the cancellation of third-party commitments to lend funds to the sovereign
debtor, which may further impair such debtor's ability or willingness to
service its debts.
EURODOLLAR INSTRUMENTS AND SAMURAI AND YANKEE BONDS. The fund may invest in
Eurodollar instruments and Samurai and Yankee bonds. Eurodollar instruments are
bonds of corporate and government issuers that pay interest and principal in
U.S. dollars but are issued in markets outside the United States, primarily in
Europe. Samurai bonds are yen-denominated bonds sold in Japan by non-Japanese
issuers. Yankee bonds are U.S. dollar denominated bonds typically issued in the
U.S. by non-U.S. governments and their agencies and non-U.S. banks and
corporations. The fund may also invest in Eurodollar Certificates of
2
Deposit ("ECDs"), Eurodollar Time Deposits ("ETDs") and Yankee Certificates of
Deposit ("Yankee CDs"). ECDs are U.S. dollar-denominated certificates of
deposit issued by non-U.S. branches of domestic banks; ETDs are U.S.
dollar-denominated deposits in a non-U.S. branch of a U.S. bank or in a
non-U.S. bank; and Yankee CDs are U.S. dollar-denominated certificates of
deposit issued by a U.S. branch of a non-U.S. bank and held in the U.S. These
investments involve risks that are different from investments in securities
issued by U.S. issuers, including potential unfavorable political and economic
developments, non-U.S. withholding or other taxes, seizure of non-U.S.
deposits, currency controls, interest limitations or other governmental
restrictions which might affect payment of principal or interest.
INVESTMENTS IN EMERGING MARKETS. The fund may invest in securities of issuers
in countries with emerging economies or securities markets. Emerging economies
or securities markets will generally include, but not be limited to, countries
included in the Morgan Stanley Capital International (MSCI) Emerging & Frontier
Markets Index. The fund will generally focus on emerging markets that do not
impose unusual trading requirements which tend to restrict the flow of
investments. In addition, the fund may invest in unquoted securities of
emerging market issuers.
RISKS OF NON-U.S. INVESTMENTS. Investing in securities of non-U.S. issuers
involves considerations and risks not typically associated with investing in
the securities of issuers in the U.S. These risks are heightened with respect
to investments in countries with emerging markets and economies. The risks of
investing in securities of non-U.S. issuers generally, or in issuers with
significant exposure to non-U.S. markets, may be related, among other things,
to (i) differences in size, liquidity and volatility of, and the degree and
manner of regulation of, the securities markets of certain non-U.S. markets
compared to the securities markets in the U.S.; (ii) economic, political and
social factors; and (iii) foreign exchange matters, such as restrictions on the
repatriation of capital, fluctuations in exchange rates between the U.S. dollar
and the currencies in which the fund's portfolio securities are quoted or
denominated, exchange control regulations and costs associated with currency
exchange. The political and economic structures in certain countries,
particularly emerging markets, may undergo significant evolution and rapid
development, and such countries may lack the social, political and economic
stability characteristic of more developed countries.
NON-U.S. SECURITIES MARKETS AND REGULATIONS. There may be less publicly
available information about non-U.S. markets and issuers than is available with
respect to U.S. securities and issuers. Non-U.S. companies generally are not
subject to accounting, auditing and financial reporting standards, practices
and requirements comparable to those applicable to U.S. companies. The trading
markets for most non-U.S. securities are generally less liquid and subject to
greater price volatility than the markets for comparable securities in the U.S.
The markets for securities in certain emerging markets are in the earliest
stages of their development. Even the markets for relatively widely traded
securities in certain non-U.S. markets, including emerging market countries,
may not be able to absorb, without price disruptions, a significant increase in
trading volume or trades of a size customarily undertaken by institutional
investors in the U.S. Additionally, market making and arbitrage activities are
generally less extensive in such markets, which may contribute to increased
volatility and reduced liquidity. The less liquid a market, the more difficult
it may be for the fund to accurately price its portfolio securities or to
dispose of such securities at the times determined by Pioneer to be
appropriate. The risks associated with reduced liquidity may be particularly
acute in situations in which the fund's operations require cash, such as in
order to meet redemptions and to pay its expenses.
ECONOMIC, POLITICAL AND SOCIAL FACTORS. Certain countries, including emerging
markets, may be subject to a greater degree of economic, political and social
instability than in the U.S. and Western European countries. Such instability
may result from, among other things: (i) authoritarian governments or military
involvement in political and economic decision making; (ii) popular unrest
associated with demands for improved economic, political and social conditions;
(iii) internal insurgencies; (iv) hostile relations with neighboring countries;
and (v) ethnic, religious and racial conflict. Such economic, political and
social instability could significantly disrupt the financial markets in such
countries and the ability of the issuers in such countries to repay their
obligations. Investing in emerging market countries also involves the risk of
3
expropriation, nationalization, confiscation of assets and property or the
imposition of restrictions on foreign investments and on repatriation of
capital invested. In the event of such expropriation, nationalization or other
confiscation in any emerging country, the fund could lose its entire investment
in that country.
Certain emerging market countries restrict or control foreign investment in
their securities markets to varying degrees. These restrictions may limit the
fund's investment in those markets and may increase the expenses of the fund.
In addition, the repatriation of both investment income and capital from
certain markets is subject to restrictions such as the need for certain
governmental consents. Even where there is no outright restriction on
repatriation of capital, the mechanics of repatriation may affect certain
aspects of the fund's operation.
Economies in individual countries may differ favorably or unfavorably from the
U.S. economy in such respects as growth of gross domestic product, rates of
inflation, currency valuation, capital reinvestment, resource self-sufficiency
and balance of payments positions. Many countries have experienced substantial,
and in some cases extremely high, rates of inflation for many years. Inflation
and rapid fluctuations in inflation rates have had, and may continue to have,
very negative effects on the economies and securities markets of certain
emerging countries.
Unanticipated political or social developments may affect the values of the
fund's investments and the availability to the fund of additional investments
in such countries. In the past, the economies, securities and currency markets
of many emerging markets have experienced significant disruption and declines.
There can be no assurance that these economic and market disruptions might not
occur again.
Economies in emerging market countries generally are dependent heavily upon
international trade and, accordingly, have been and may continue to be affected
adversely by trade barriers, exchange controls, managed adjustments in relative
currency values and other protectionist measures imposed or negotiated by the
countries with which they trade. These economies also have been, and may
continue to be, affected adversely by economic conditions in the countries with
which they trade.
CURRENCY RISKS. The value of the securities quoted or denominated in foreign
currencies may be adversely affected by fluctuations in the relative currency
exchange rates and by exchange control regulations. The fund's investment
performance may be negatively affected by a devaluation of a currency in which
the fund's investments are quoted or denominated. Further, the fund's
investment performance may be significantly affected, either positively or
negatively, by currency exchange rates because the U.S. dollar value of
securities quoted or denominated in another currency will increase or decrease
in response to changes in the value of such currency in relation to the U.S.
dollar.
CUSTODIAN SERVICES AND RELATED INVESTMENT COSTS. Custodial services and other
costs relating to investment in international securities markets generally are
more expensive than in the U.S. Such markets have settlement and clearance
procedures that differ from those in the U.S. In certain markets there have
been times when settlements have been unable to keep pace with the volume of
securities transactions, making it difficult to conduct such transactions. The
inability of the fund to make intended securities purchases due to settlement
problems could cause the fund to miss attractive investment opportunities.
Inability to dispose of a portfolio security caused by settlement problems
could result either in losses to the fund due to a subsequent decline in value
of the portfolio security or could result in possible liability to the fund. In
addition, security settlement and clearance procedures in some emerging
countries may not fully protect the fund against loss or theft of its assets.
WITHHOLDING AND OTHER TAXES. The fund will be subject to taxes, including
withholding taxes, on income (possibly including, in some cases, capital gains)
that are or may be imposed by certain countries with respect to the fund's
investments in such countries. These taxes will reduce the return achieved by
the fund. Treaties between the U.S. and such countries may not be available to
reduce the otherwise applicable tax rates.
4
INVESTMENTS IN DEPOSITARY RECEIPTS
The fund may hold securities of non-U.S. issuers in the form of ADRs, EDRs,
GDRs and other similar instruments. Generally, ADRs in registered form are
designed for use in U.S. securities markets, and EDRs and GDRs and other
similar global instruments in bearer form are designed for use in non-U.S.
securities markets.
ADRs are denominated in U.S. dollars and represent an interest in the right to
receive securities of non-U.S. issuers deposited in a U.S. bank or
correspondent bank. ADRs do not eliminate all the risk inherent in investing in
the securities of non-U.S. issuers. However, by investing in ADRs rather than
directly in equity securities of non-U.S. issuers, the fund will avoid currency
risks during the settlement period for either purchases or sales. EDRs and GDRs
are not necessarily denominated in the same currency as the underlying
securities which they represent.
For purposes of the fund's investment policies, investments in ADRs, EDRs, GDRs
and similar instruments will be deemed to be investments in the underlying
equity securities of non-U.S. issuers. The fund may acquire depositary receipts
from banks that do not have a contractual relationship with the issuer of the
security underlying the depositary receipt to issue and secure such depositary
receipt. To the extent the fund invests in such unsponsored depositary receipts
there may be an increased possibility that the fund may not become aware of
events affecting the underlying security and thus the value of the related
depositary receipt. In addition, certain benefits (i.e., rights offerings)
which may be associated with the security underlying the depositary receipt may
not inure to the benefit of the holder of such depositary receipt.
FOREIGN CURRENCY TRANSACTIONS
The fund may engage in foreign currency transactions. These transactions may be
conducted at the prevailing spot rate for purchasing or selling currency in the
foreign exchange market. The fund also may enter into forward foreign currency
exchange contracts, which are contractual agreements to purchase or sell a
specified currency at a specified future date and price set at the time of the
contract.
The fund may enter into forward foreign currency exchange contracts involving
currencies of the different countries in which the fund invests as a hedge
against possible variations in the foreign exchange rates between these
currencies and the U.S. dollar. Transaction hedging is the purchase or sale of
forward foreign currency contracts with respect to specific receivables or
payables of the fund, accrued in connection with the purchase and sale of its
portfolio securities quoted in foreign currencies. Portfolio hedging is the use
of forward foreign currency contracts to offset portfolio security positions
denominated or quoted in such foreign currencies. There is no guarantee that
the fund will be engaged in hedging activities when adverse exchange rate
movements occur or that its hedging activities will be successful. The fund
will not attempt to hedge all of its foreign portfolio positions and will enter
into such transactions only to the extent, if any, deemed appropriate by
Pioneer.
Hedging against a decline in the value of a currency does not eliminate
fluctuations in the prices of portfolio securities or prevent losses if the
prices of such securities decline. Such transactions also limit the opportunity
for gain if the value of the hedged currency should rise. Moreover, it may not
be possible for the fund to hedge against a devaluation that is so generally
anticipated that the fund is not able to contract to sell the currency at a
price above the devaluation level it anticipates.
The fund may also engage in cross-hedging by using forward contracts in one
currency to hedge against fluctuations in the value of securities denominated
in a different currency, if Pioneer determines that there is a pattern of
correlation between the two currencies. Cross-hedging may also include entering
into a forward transaction involving two foreign currencies, using one foreign
currency as a proxy for the U.S. dollar to hedge against variations in the
other foreign currency.
5
The fund may use forward currency exchange contracts to reduce or gain exposure
to a currency. To the extent the fund gains exposure to a currency through
these instruments, the resulting exposure may exceed the value of securities
denominated in that currency held by the fund. For example, where the fund's
security selection has resulted in an overweight or underweight exposure to a
particular currency relative to the fund's benchmark, the fund may seek to
adjust currency exposure using forward currency exchange contracts.
The cost to the fund of engaging in foreign currency transactions varies with
such factors as the currency involved, the size of the contract, the length of
the contract period, differences in interest rates between the two currencies
and the market conditions then prevailing. Since transactions in foreign
currency and forward contracts are usually conducted on a principal basis, no
fees or commissions are involved. The fund may close out a forward position in
a currency by selling the forward contract or by entering into an offsetting
forward contract.
The precise matching of the forward contract amounts and the value of the
securities involved will not generally be possible because the future value of
such securities in foreign currencies will change as a consequence of market
movements in the value of those securities between the date on which the
contract is entered into and the date it matures. Using forward contracts to
protect the value of the fund's portfolio securities against a decline in the
value of a currency does not eliminate fluctuations in the underlying prices of
the securities. It simply establishes a rate of exchange which the fund can
achieve at some future point in time. The precise projection of currency market
movements is not possible, and short-term hedging provides a means of fixing
the U.S. dollar value of only a portion of the fund's foreign assets.
While the fund may benefit from foreign currency transactions, unanticipated
changes in currency prices may result in a poorer overall performance for the
fund than if it had not engaged in any such transactions. Moreover, there may
be imperfect correlation between the fund's portfolio holdings of securities
quoted or denominated in a particular currency and forward contracts entered
into by the fund. Such imperfect correlation may cause the fund to sustain
losses which will prevent the fund from achieving a complete hedge or expose
the fund to risk of foreign exchange loss.
Over-the-counter markets for trading foreign forward currency contracts offer
less protection against defaults than is available when trading in currency
instruments on an exchange. Since a forward foreign currency exchange contract
is not guaranteed by an exchange or clearinghouse, a default on the contract
would deprive the fund of unrealized profits or force the fund to cover its
commitments for purchase or resale, if any, at the current market price.
If the fund enters into a forward contract to purchase foreign currency, the
custodian or Pioneer will segregate liquid assets. See "Asset Segregation."
OPTIONS ON FOREIGN CURRENCIES
The fund may purchase options on foreign currencies for hedging purposes in a
manner similar to that of transactions in forward contracts. For example, a
decline in the dollar value of a foreign currency in which portfolio securities
are quoted or denominated will reduce the dollar value of such securities, even
if their value in the foreign currency remains constant. In an attempt to
protect against such decreases in the value of portfolio securities, the fund
may purchase put options on the foreign currency. If the value of the currency
declines, the fund will have the right to sell such currency for a fixed amount
of dollars which exceeds the market value of such currency. This would result
in a gain that may offset, in whole or in part, the negative effect of currency
depreciation on the value of the fund's securities quoted or denominated in
that currency.
Conversely, if a rise in the dollar value of a currency is projected for those
securities to be acquired, thereby increasing the cost of such securities, the
fund may purchase call options on such currency. If the value of such currency
increases, the purchase of such call options would enable the fund to purchase
currency for a fixed amount of dollars which is less than the market value of
such currency. Such a purchase would result in a gain that may offset, at least
partially, the effect of any currency-related increase in the price of
6
securities the fund intends to acquire. As in the case of other types of
options transactions, however, the benefit the fund derives from purchasing
foreign currency options will be reduced by the amount of the premium and
related transaction costs. In addition, if currency exchange rates do not move
in the direction or to the extent anticipated, the fund could sustain losses on
transactions in foreign currency options which would deprive it of a portion or
all of the benefits of advantageous changes in such rates.
The fund may also write options on foreign currencies for hedging purposes. For
example, if the fund anticipated a decline in the dollar value of securities
quoted or denominated in a foreign currency because of declining exchange
rates, it could, instead of purchasing a put option, write a covered call
option on the relevant currency. If the expected decline occurs, the option
will most likely not be exercised, and the decrease in value of portfolio
securities will be partially offset by the amount of the premium received by
the fund.
Similarly, the fund could write a put option on the relevant currency, instead
of purchasing a call option, to hedge against an anticipated increase in the
dollar cost of securities to be acquired. If exchange rates move in the manner
projected, the put option will expire unexercised and allow the fund to offset
such increased cost up to the amount of the premium. However, as in the case of
other types of options transactions, the writing of a foreign currency option
will constitute only a partial hedge up to the amount of the premium, and only
if rates move in the expected direction. If unanticipated exchange rate
fluctuations occur, the option may be exercised and the fund would be required
to purchase or sell the underlying currency at a loss, which may not be fully
offset by the amount of the premium. As a result of writing options on foreign
currencies, the fund also may be required to forgo all or a portion of the
benefits which might otherwise have been obtained from favorable movements in
currency exchange rates.
A call option written on foreign currency by the fund is "covered" if the fund
owns the underlying foreign currency subject to the call, or if it has an
absolute and immediate right to acquire that foreign currency without
additional cash consideration. A call option is also covered if the fund holds
a call on the same foreign currency for the same principal amount as the call
written where the exercise price of the call held is (a) equal to or less than
the exercise price of the call written or (b) greater than the exercise price
of the call written if the amount of the difference is maintained by the fund
in cash or liquid securities. See "Asset Segregation."
The fund may close out its position in a currency option by either selling the
option it has purchased or entering into an offsetting option. An
exchange-traded options position may be closed out only on an options exchange
which provides a secondary market for an option of the same series. Although
the fund will generally purchase or write only those options for which there
appears to be an active secondary market, there is no assurance that a liquid
secondary market on an exchange will exist for any particular option, or at any
particular time. For some options no secondary market on an exchange may exist.
In such event, it might not be possible to effect closing transactions in
particular options, with the result that the fund would have to exercise its
options in order to realize any profit and would incur transaction costs upon
the sale of underlying currencies pursuant to the exercise of put options. If
the fund as a covered call option writer is unable to effect a closing purchase
transaction in a secondary market, it will not be able to sell the underlying
currency (or security quoted or denominated in that currency) until the option
expires or it delivers the underlying currency upon exercise.
The fund may also use options on currencies to cross-hedge, which involves
writing or purchasing options on one currency to hedge against changes in
exchange rates of a different currency with a pattern of correlation.
Cross-hedging may also include using a foreign currency as a proxy for the U.S.
dollar, if Pioneer determines that there is a pattern of correlation between
that currency and the U.S. dollar.
The fund may purchase and write over-the-counter options to the extent
consistent with its limitation on investments in illiquid securities. Trading
in over-the-counter options is subject to the risk that the other party will be
unable or unwilling to close out options purchased or written by the fund.
7
NATURAL DISASTERS
Certain areas of the world, including areas within the United States,
historically have been prone to natural disasters, such as hurricanes,
earthquakes, typhoons, flooding, tidal waves, tsunamis, erupting volcanoes,
wildfires or droughts. Such disasters, and the resulting damage, could have a
significant adverse impact on the economies of those areas and on the ability
of issuers in which the fund invests to conduct their businesses, and thus on
the investments made by the fund in such geographic areas and/or issuers.
Adverse weather conditions could have a significant adverse impact on issuers
in the agricultural sector and on insurance companies that insure against the
impact of natural disasters.
INVESTMENT COMPANY SECURITIES AND REAL ESTATE INVESTMENT TRUSTS
OTHER INVESTMENT COMPANIES
The fund may invest in the securities of other investment companies to the
extent that such investments are consistent with the fund's investment
objective and policies and permissible under the Investment Company Act of
1940, as amended (the "1940 Act"). Under one provision of the 1940 Act, a fund
may not acquire the securities of another investment company if such purchase
would result in (i) 3% or more of the total outstanding voting securities of
any one investment company being held by the fund, (ii) 5% or more of the
fund's total assets being invested in any one investment company, or (iii) 10%
or more of the fund's total assets being invested in securities of other
investment companies. However, there are several provisions of the 1940 Act and
rules thereunder that allow more expansive investment in investment companies.
In addition, these limitations do not apply to the purchase of shares of any
investment company in connection with a merger, consolidation, reorganization
or acquisition of substantially all the assets of another investment company.
The fund may also invest without limit in money market funds. Investing in
other investment companies subjects the fund to the risks of investing in the
underlying securities held by those investment companies.
The fund, as a holder of the securities of other investment companies, will
bear its pro rata portion of the other investment companies' expenses,
including advisory fees. These expenses are in addition to the direct expenses
of the fund's own operations.
EXCHANGE TRADED FUNDS
The fund may invest in exchange traded funds ("ETFs"). ETFs, such as SPDRs,
iShares and various country index funds, are funds whose shares are traded on a
national exchange or the National Association of Securities Dealers' Automated
Quotation System ("NASDAQ"). ETFs may be based on underlying equity or fixed
income securities. SPDRs, for example, seek to provide investment results that
generally correspond to the performance of the component common stocks of the
S&P 500. ETFs do not sell individual shares directly to investors and only
issue their shares in large blocks known as "creation units." The investor
purchasing a creation unit then sells the individual shares on a secondary
market. Therefore, the liquidity of ETFs depends on the adequacy of the
secondary market. There can be no assurance that an ETF's investment objective
will be achieved. ETFs based on an index may not replicate and maintain exactly
the composition and relative weightings of securities in the index. ETFs are
subject to the risks of investing in the underlying securities. The fund, as a
holder of the securities of the ETF, will bear its pro rata portion of the
ETF's expenses, including advisory fees. These expenses are in addition to the
direct expenses of the fund's own operations. Many ETFs have received exemptive
orders issued by the Securities and Exchange Commission that would permit the
fund to invest in those ETFs beyond the limitations applicable to other
investment companies, subject to certain terms and conditions. Some ETFs are
not structured as investment companies and thus are not regulated under the
1940 Act.
Certain ETFs, including leveraged ETFs and inverse ETFs, may have embedded
leverage. Leveraged ETFs seek to multiply the return of the tracked index
(e.g., twice the return) by using various forms of derivative transactions.
Inverse ETFs seek to negatively correlate with the performance of a particular
index by using various forms of derivative transactions, including by
short-selling the underlying index. An investment in an
8
inverse ETF will decrease in value when the value of the underlying index
rises. By investing in leveraged ETFs or inverse ETFs, the fund can commit
fewer assets to the investment in the securities represented on the index than
would otherwise be required.
Leveraged ETFs and inverse ETFs present all of the risks that regular ETFs
present. In addition, leveraged ETFs and inverse ETFs determine their return
over a specific, pre-set time period, typically daily, and, as a result, there
is no guarantee that the ETF's actual long term returns will be equal to the
daily return that the fund seeks to achieve. For example, on a long-term basis
(e.g., a period of 6 months or a year), the return of a leveraged ETF may in
fact be considerably less than two times the long-term return of the tracked
index. Furthermore, because leveraged ETFs and inverse ETFs achieve their
results by using derivative instruments, they are subject to the risks
associated with derivative transactions, including the risk that the value of
the derivatives may rise or fall more rapidly than other investments, thereby
causing the ETF to lose money and, consequently, the value of the fund's
investment to decrease. Investing in derivative instruments also involves the
risk that other parties to the derivative contract may fail to meet their
obligations, which could cause losses to the ETF. Short sales in particular are
subject to the risk that, if the price of the security sold short increases,
the inverse ETF may have to cover its short position at a higher price than the
short sale price, resulting in a loss to the inverse ETF and, indirectly, to
the fund. An ETF's use of these techniques will make the fund's investment in
the ETF more volatile than if the fund were to invest directly in the
securities underlying the tracked index, or in an ETF that does not use
leverage or derivative instruments. However, by investing in a leveraged ETF or
an inverse ETF rather than directly purchasing and/or selling derivative
instruments, the fund will limit its potential loss solely to the amount
actually invested in the ETF (that is, the fund will not lose more than the
principal amount invested in the ETF).
REAL ESTATE INVESTMENT TRUSTS ("REITS")
The fund may invest in REITs. REITs are companies that 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. REITs are not taxed on income distributed to shareholders provided
they comply with the applicable requirements of the Internal Revenue Code of
1986, as amended (the "Code"). The fund will indirectly bear its proportionate
share of any management and other expenses paid by REITs in which it invests in
addition to the expenses paid by the fund. Such indirect expenses are not
reflected in the fee table or expense example in the fund's prospectus. Debt
securities issued by REITs are, for the most part, general and unsecured
obligations and are subject to risks associated with REITs.
Investing in REITs involves certain unique risks in addition to those risks
associated with investing in the real estate industry in general. An equity
REIT may be affected by changes in the value of the underlying properties owned
by the REIT. A mortgage REIT may be affected by changes in interest rates and
the ability of the issuers of its portfolio mortgages to repay their
obligations. REITs are dependent upon the skills of their managers and are not
diversified. REITs are generally dependent upon maintaining cash flows to repay
borrowings and to make distributions to shareholders and are subject to the
risk of default by lessees or borrowers. REITs whose underlying assets are
concentrated in properties used by a particular industry, such as health care,
are also subject to risks associated with such industry.
REITs (especially mortgage REITs) are also subject to interest rate risks. When
interest rates decline, the value of a REIT's 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. If the REIT invests in adjustable rate mortgage loans, the interest
rates on which are reset periodically, yields on a REIT's investments in such
loans will gradually align themselves to reflect changes in market interest
rates. This causes the value of such investments to fluctuate less dramatically
in response to interest rate fluctuations than would investments in fixed rate
obligations.
9
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 REITs have been more volatile in
price than the larger capitalization stocks included in Standard & Poor's 500
Stock Index (the "S&P 500").
DERIVATIVE INSTRUMENTS
DERIVATIVES
The fund may, but is not required to, use futures and options on securities,
indices and currencies, forward foreign currency exchange contracts and other
derivatives. A derivative is a security or instrument whose value is determined
by reference to the value or the change in value of one or more securities,
currencies, indices or other financial instruments. The fund may use
derivatives for a variety of purposes, including: as a hedge against adverse
changes in the market prices of securities, interest rates or currency exchange
rates; as a substitute for purchasing or selling securities; to increase the
fund's return as a non-hedging strategy that may be considered speculative; and
to manage the fund's portfolio characteristics (for example, for funds
investing in securities denominated in non-U.S. currencies, a portfolio's
currency exposure, or, for funds investing in fixed income securities, a
portfolio's duration or credit quality).
Using derivatives exposes the fund to additional risks and may increase the
volatility of the fund's net asset value and may not provide the expected
result. Derivatives may have a leveraging effect on the fund's portfolio.
Leverage generally magnifies the effect of a change in the value of an asset
and creates a risk of loss of value in a larger pool of assets than the fund
would otherwise have had. Therefore, using derivatives can disproportionately
increase losses and reduce opportunities for gain. If changes in a derivative's
value do not correspond to changes in the value of the fund's other investments
or do not correlate well with the underlying assets, rate or index, the fund
may not fully benefit from, or could lose money on, or could experience
unusually high expenses as a result of, the derivative position. Derivatives
involve the risk of loss if the counterparty defaults on its obligation.
Certain derivatives may be less liquid, which may reduce the returns of the
fund if it cannot sell or terminate the derivative at an advantageous time or
price. The fund also may have to sell assets at inopportune times to satisfy
its obligations. The fund may not be able to purchase or sell a portfolio
security at a time that would otherwise be favorable for it to do so, or may
have to sell a portfolio security at a disadvantageous time or price to
maintain cover or to segregate securities in connection with its use of
derivatives. Some derivatives may involve the risk of improper valuation.
Suitable derivatives may not be available in all circumstances or at reasonable
prices and may not be used by the fund for a variety of reasons.
Recent legislation calls for new regulation of the derivatives markets. The
extent and impact of the regulation may not be fully known for some time. New
regulation of derivatives may make them more costly, may limit their
availability, or may otherwise adversely affect their value or performance.
Risks associated with the use of derivatives are magnified to the extent that a
large portion of the fund's assets are committed to derivatives in general or
are invested in just one or a few types of derivatives.
OPTIONS ON SECURITIES AND SECURITIES INDICES
The fund may purchase and write put and call options on any security in which
it may invest or options on any securities index based on securities in which
it may invest. The fund may also be able to enter into closing sale
transactions in order to realize gains or minimize losses on options it has
purchased.
WRITING CALL AND PUT OPTIONS ON SECURITIES. A call option written by the fund
obligates the fund to sell specified securities to the holder of the option at
a specified price if the option is exercised at any time before the expiration
date. The exercise price may differ from the market price of an underlying
security. The fund has the risk of loss that the price of an underlying
security may decline during the call period. The risk may be offset to some
extent by the premium the fund receives. If the value of the investment does
not rise above the call price, it's likely that the call will lapse without
being exercised. In that case, the fund would keep the cash premium and the
investment. All call options written by the fund are covered, which
10
means that the fund will own the securities subject to the options as long as
the options are outstanding, or the fund will use the other methods described
below. The fund's purpose in writing covered call options is to realize greater
income than would be realized on portfolio securities transactions alone.
However, the fund may forgo the opportunity to profit from an increase in the
market price of the underlying security.
A put option written by the fund would obligate the fund to purchase specified
securities from the option holder at a specified price if the option is
exercised at any time before the expiration date. The fund has no control over
when it may be required to purchase the underlying securities. All put options
written by the fund would be covered, which means that the fund would have
segregated assets with a value at least equal to the exercise price of the put
option. The purpose of writing such options is to generate additional income
for the fund. However, in return for the option premium, the fund accepts the
risk that it may be required to purchase the underlying security at a price in
excess of its market value at the time of purchase.
Call and put options written by the fund will also be considered to be covered
to the extent that the fund's liabilities under such options are wholly or
partially offset by its rights under call and put options purchased by the
fund. In addition, a written call option or put may be covered by entering into
an offsetting forward contract and/or by purchasing an offsetting option or any
other option which, by virtue of its exercise price or otherwise, reduces the
fund's net exposure on its written option position.
WRITING CALL AND PUT OPTIONS ON SECURITIES INDICES. The fund may also write
(sell) covered call and put options on any securities index composed of
securities in which it may invest. Options on securities indices are similar to
options on securities, except that the exercise of securities index options
requires cash payments and does not involve the actual purchase or sale of
securities. In addition, securities index options are designed to reflect price
fluctuations in a group of securities or segments of the securities market
rather than price fluctuations in a single security.
The fund may cover call options on a securities index by owning securities
whose price changes are expected to be similar to those of the underlying
index, or by having an absolute and immediate right to acquire such securities
without additional cash consideration (or for additional consideration if cash
in such amount is segregated) upon conversion or exchange of other securities
in its portfolio. The fund may cover call and put options on a securities index
by segregating assets with a value equal to the exercise price.
Index options are subject to the timing risk inherent in writing index options.
When an index option is exercised, the amount of cash that the holder is
entitled to receive is determined by the difference between the exercise price
and the closing index level on the date when the option is exercised. If a fund
has purchased an index option and exercises it before the closing index value
for that day is available, it runs the risk that the level of the underlying
index may subsequently change. If such a change causes the exercised option to
fall "out-of-the-money", the fund will be required to pay cash in an amount of
the difference between the closing index value and the exercise price of the
option.
PURCHASING CALL AND PUT OPTIONS. The fund would normally purchase call options
in anticipation of an increase in the market value of securities of the type in
which it may invest. The purchase of a call option would entitle the fund, in
return for the premium paid, to purchase specified securities at a specified
price during the option period. The fund would ordinarily realize a gain if,
during the option period, the value of such securities exceeded the sum of the
exercise price, the premium paid and transaction costs; otherwise the fund
would realize either no gain or a loss on the purchase of the call option.
The fund would normally purchase put options in anticipation of a decline in
the market value of securities in its portfolio ("protective puts") or in
securities in which it may invest. The purchase of a put option would entitle
the fund, in exchange for the premium paid, to sell specified securities at a
specified price during the option period. The purchase of protective puts is
designed to offset or hedge against a decline in the market value of the fund's
securities. Put options may also be purchased by the fund for the purpose of
affirmatively benefiting from a decline in the price of securities which it
does not own. The fund would ordinarily realize a gain if, during the option
period, the value of the underlying securities decreased below
11
the exercise price sufficiently to more than cover the premium and transaction
costs; otherwise the fund would realize either no gain or a loss on the
purchase of the put option. Gains and losses on the purchase of protective put
options would tend to be offset by countervailing changes in the value of the
underlying portfolio securities.
The fund may terminate its obligations under an exchange-traded call or put
option by purchasing an option identical to the one it has written. Obligations
under over-the-counter options may be terminated only by entering into an
offsetting transaction with the counterparty to such option. Such purchases are
referred to as "closing purchase transactions."
RISKS OF TRADING OPTIONS. There is no assurance that a liquid secondary market
on an options exchange will exist for any particular exchange-traded option, or
at any particular time. If the fund is unable to effect a closing purchase
transaction with respect to covered options it has written, the fund will not
be able to sell the underlying securities or dispose of its segregated assets
until the options expire or are exercised. Similarly, if the fund is unable to
effect a closing sale transaction with respect to options it has purchased, it
will have to exercise the options in order to realize any profit and will incur
transaction costs upon the purchase or sale of underlying securities.
Reasons for the absence of a liquid secondary market on an exchange include the
following: (i) there may be insufficient trading interest in certain options;
(ii) restrictions may be imposed by an exchange on opening or closing
transactions or both; (iii) trading halts, suspensions or other restrictions
may be imposed with respect to particular classes or series of options; (iv)
unusual or unforeseen circumstances may interrupt normal operations on an
exchange; (v) the facilities of an exchange or the Options Clearing Corporation
(the "OCC") may not at all times be adequate to handle current trading volume;
or (vi) one or more exchanges could, for economic or other reasons, decide or
be compelled at some future date to discontinue the trading of options (or a
particular class or series of options), in which event the secondary market on
that exchange (or in that class or series of options) would cease to exist,
although it is expected that outstanding options on that exchange, if any, that
had been issued by the OCC as a result of trades on that exchange would
continue to be exercisable in accordance with their terms.
The fund may purchase and sell both options that are traded on U.S. and
non-U.S. exchanges and options traded over-the-counter with broker-dealers who
make markets in these options. The ability to terminate over-the-counter
options is more limited than with exchange-traded options and may involve the
risk that broker-dealers participating in such transactions will not fulfill
their obligations. Until such time as the staff of the SEC changes its
position, the fund will treat purchased over-the-counter options and all assets
used to cover written over-the-counter options as illiquid securities, except
that with respect to options written with primary dealers in U.S. government
securities pursuant to an agreement requiring a closing purchase transaction at
a formula price, the amount of illiquid securities may be calculated with
reference to the formula.
Transactions by the fund in options on securities and indices will be subject
to limitations established by each of the exchanges, boards of trade or other
trading facilities governing the maximum number of options in each class which
may be written or purchased by a single investor or group of investors acting
in concert. Thus, the number of options which the fund may write or purchase
may be affected by options written or purchased by other investment advisory
clients of Pioneer. An exchange, board of trade or other trading facility may
order the liquidations of positions found to be in excess of these limits, and
it may impose certain other sanctions.
The writing and purchase of options is a highly specialized activity which
involves investment techniques and risks different from those associated with
ordinary portfolio securities transactions. The successful use of protective
puts for hedging purposes depends in part on the ability of Pioneer to predict
future price fluctuations and the degree of correlation between the options and
securities markets.
12
The hours of trading for options may not conform to the hours during which the
underlying securities are traded. To the extent that the options markets close
before the markets for the underlying securities, significant price movements
can take place in the underlying markets that cannot be reflected in the
options markets.
In addition to the risks of imperfect correlation between the fund's portfolio
and the index underlying the option, the purchase of securities index options
involves the risk that the premium and transaction costs paid by the fund in
purchasing an option will be lost. This could occur as a result of
unanticipated movements in the price of the securities comprising the
securities index on which the option is based.
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS
The fund may purchase and sell various kinds of futures contracts, and purchase
and write (sell) call and put options on any of such futures contracts. The
fund may enter into closing purchase and sale transactions with respect to any
futures contracts and options on futures contracts. The futures contracts may
be based on various securities (such as U.S. government securities), securities
indices, foreign currencies and other financial instruments and indices. The
fund may invest in futures contracts based on the Chicago Board of Exchange
Volatility Index ("VIX Futures"). The VIX is an index of market sentiment
derived from S&P 500 Index option prices, and is designed to reflect investors'
consensus view of expected stock market volatility over future periods. The
fund will engage in futures and related options transactions for bona fide
hedging and non-hedging purposes as described below. All futures contracts
entered into by the fund are traded on U.S. exchanges or boards of trade that
are licensed and regulated by the Commodity Futures Trading Commission (the
"CFTC") or on non-U.S. exchanges.
FUTURES CONTRACTS. A futures contract may generally be described as an
agreement between two parties to buy and sell particular financial instruments
for an agreed price during a designated month (or to deliver the final cash
settlement price, in the case of a contract relating to an index or otherwise
not calling for physical delivery at the end of trading in the contract).
When interest rates are rising or securities prices are falling, the fund can
seek to offset a decline in the value of its current portfolio securities
through the sale of futures contracts. When interest rates are falling or
securities prices are rising, the fund, through the purchase of futures
contracts, can attempt to secure better rates or prices than might later be
available in the market when it effects anticipated purchases. Similarly, the
fund can sell futures contracts on a specified currency to protect against a
decline in the value of such currency and a decline in the value of its
portfolio securities which are denominated in such currency. The fund can
purchase futures contracts on a foreign currency to establish the price in U.S.
dollars of a security denominated in such currency that the fund has acquired
or expects to acquire.
Positions taken in the futures markets are not normally held to maturity but
are instead liquidated through offsetting transactions which may result in a
profit or a loss. While futures contracts on securities or currency will
usually be liquidated in this manner, the fund may instead make, or take,
delivery of the underlying securities or currency whenever it appears
economically advantageous to do so. A clearing corporation associated with the
exchange on which futures on securities or currency are traded guarantees that,
if still open, the sale or purchase will be performed on the settlement date.
HEDGING STRATEGIES. Hedging, by use of futures contracts, seeks to establish
with more certainty the effective price, rate of return and currency exchange
rate on portfolio securities and securities that the fund owns or proposes to
acquire. The fund may, for example, take a "short" position in the futures
market by selling futures contracts in order to hedge against an anticipated
rise in interest rates or a decline in market prices or foreign currency rates
that would adversely affect the value of the fund's portfolio securities. Such
futures contracts may include contracts for the future delivery of securities
held by the fund or securities with characteristics similar to those of the
fund's portfolio securities. Similarly, the fund may sell futures contracts in
a foreign currency in which its portfolio securities are denominated or in one
currency to hedge against fluctuations in the value of securities denominated
in a different currency if there is an established historical pattern of
correlation between the two currencies. If, in the opinion of Pioneer, there is
a sufficient
13
degree of correlation between price trends for the fund's portfolio securities
and futures contracts based on other financial instruments, securities indices
or other indices, the fund may also enter into such futures contracts as part
of its hedging strategies. Although under some circumstances prices of
securities in the fund's portfolio may be more or less volatile than prices of
such futures contracts, Pioneer will attempt to estimate the extent of this
volatility difference based on historical patterns and compensate for any such
differential by having the fund enter into a greater or lesser number of
futures contracts or by attempting to achieve only a partial hedge against
price changes affecting the fund's portfolio securities. When hedging of this
character is successful, any depreciation in the value of portfolio securities
will be substantially offset by appreciation in the value of the futures
position. On the other hand, any unanticipated appreciation in the value of the
fund's portfolio securities would be substantially offset by a decline in the
value of the futures position.
On other occasions, the fund may take a "long" position by purchasing futures
contracts. This may be done, for example, when the fund anticipates the
subsequent purchase of particular securities when it has the necessary cash,
but expects the prices or currency exchange rates then available in the
applicable market to be less favorable than prices or rates that are currently
available.
OPTIONS ON FUTURES CONTRACTS. The acquisition of put and call options on
futures contracts will give the fund the right (but not the obligation) for a
specified price to sell or to purchase, respectively, the underlying futures
contract at any time during the option period. As the purchaser of an option on
a futures contract, the fund obtains the benefit of the futures position if
prices move in a favorable direction, but limits its risk of loss in the event
of an unfavorable price movement to the loss of the premium and transaction
costs.
The writing of a call option on a futures contract generates a premium which
may partially offset a decline in the value of the fund's assets. By writing a
call option, the fund becomes obligated, in exchange for the premium, to sell a
futures contract (if the option is exercised), which may have a value higher
than the exercise price. Conversely, the writing of a put option on a futures
contract generates a premium which may partially offset an increase in the
price of securities that the fund intends to purchase. However, the fund
becomes obligated to purchase a futures contract (if the option is exercised)
which may have a value lower than the exercise price. Thus, the loss incurred
by the fund in writing options on futures is potentially unlimited and may
exceed the amount of the premium received. The fund will incur transaction
costs in connection with the writing of options on futures.
The holder or writer of an option on a futures contract may terminate its
position by selling or purchasing an offsetting option on the same series.
There is no guarantee that such closing transactions can be effected. The
fund's ability to establish and close out positions on such options will be
subject to the development and maintenance of a liquid market.
OTHER CONSIDERATIONS REGARDING FUTURES CONTRACTS. The fund will engage in
transactions in futures contracts and related options only to the extent such
transactions are consistent with the requirements of the Code for maintaining
its qualification as a regulated investment company for U.S. federal income tax
purposes.
Futures contracts and related options involve brokerage costs, require margin
deposits and, in the case of contracts and options obligating the fund to
purchase securities or currencies, require the fund to segregate assets to
cover such contracts and options.
While transactions in futures contracts and options on futures may reduce
certain risks, such transactions themselves entail certain other risks. Thus,
while the fund may benefit from the use of futures and options on futures,
unanticipated changes in interest rates, securities prices or currency exchange
rates may result in a poorer overall performance for the fund than if it had
not entered into any futures contracts or options transactions. When futures
contracts and options are used for hedging purposes, perfect correlation
between the fund's futures positions and portfolio positions may be impossible
to achieve, particularly where futures contracts based on individual securities
are currently not available. In the event of an imperfect correlation
14
between a futures position and a portfolio position which is intended to be
protected, the desired protection may not be obtained and the fund may be
exposed to risk of loss. It is not possible to hedge fully or perfectly against
the effect of currency fluctuations on the value of non-U.S. securities because
currency movements impact the value of different securities in differing
degrees.
If the fund were unable to liquidate a futures contract or an option on a
futures position due to the absence of a liquid secondary market, the
imposition of price limits or otherwise, it could incur substantial losses. The
fund would continue to be subject to market risk with respect to the position.
In addition, except in the case of purchased options, the fund would continue
to be required to make daily variation margin payments and might be required to
maintain the position being hedged by the future or option or to maintain cash
or securities in a segregated account.
EQUITY SWAPS, CAPS, FLOORS AND COLLARS
The fund may enter into equity swaps, caps, floors and collars to hedge assets
or liabilities or to seek to increase total return. Equity swaps involve the
exchange by a fund with another party of their respective commitments to make
or receive payments based on notional equity securities. The purchase of an
equity cap entitles the purchaser, to the extent that the market value of a
specified equity security or benchmark exceeds a predetermined level, to
receive payments of a contractually based amount from the party selling the
cap. The purchase of an equity floor entitles the purchaser, to the extent that
the market value of a specified equity security or benchmark falls below a
predetermined level, to receive payments of a contractually based amount from
the party selling the floor. A collar is a combination of a cap and a floor
that preserves a certain return within a predetermined range of values.
Investments in swaps, caps, floors and collars are highly specialized
activities which involve investment techniques and risks different from those
associated with ordinary portfolio transactions. Investments in equity swaps,
caps, floors and collars may be considered speculative because they involve
significant risk of loss. If Pioneer is incorrect in its forecast of market
values, these investments could negatively impact the fund's performance. These
investments also are subject to default risk of the counterparty and may be
less liquid than other portfolio securities. Moreover, investments in swaps,
caps, floors and collars may involve greater transaction costs than investments
in other equity securities.
FINANCIAL FUTURES AND OPTIONS TRANSACTIONS. The fund has claimed an exclusion
from the definition of the term "commodity pool operator" under the Commodity
Exchange Act and therefore is not currently subject to registration or
regulation under the Commodity Exchange Act. Recently adopted amendments to
Commodity Futures Trading Commission ("CFTC") rules, upon effectiveness, may
affect the ability of the fund to continue to claim this exclusion. The fund
would be limited in its ability to enter into futures, options on futures or
engage in swaps transactions for non-hedging purposes if it continued to claim
the exclusion. If the fund were no longer able to claim the exclusion, Pioneer
would likely become subject to registration and regulation as a commodity pool
operator. The fund and Pioneer are analyzing the effect of these rule changes
on the fund.
DEBT SECURITIES AND RELATED INVESTMENTS
DEBT SECURITIES SELECTION
In selecting debt securities for the fund, Pioneer gives primary consideration
to the fund's investment objective, the attractiveness of the market for debt
securities given the outlook of Pioneer for the equity markets and the fund's
liquidity requirements. Once Pioneer determines to allocate a portion of the
fund's assets to debt securities, Pioneer generally focuses on short-term
instruments to provide liquidity and may invest in a range of fixed income
securities if the fund is investing in such instruments for income or capital
gains. Pioneer selects individual securities based on broad economic factors
and issuer-specific factors including the terms of the securities (such as
yields compared to U.S. Treasuries or comparable issues), liquidity and rating,
sector and issuer diversification.
15
DEBT SECURITIES RATING INFORMATION
Investment grade debt securities are those rated "BBB" or higher by Standard &
Poor's Ratings Group ("Standard & Poor's") or the equivalent rating of other
nationally recognized statistical rating organizations. Debt securities rated
BBB are considered medium grade obligations with speculative characteristics,
and adverse economic conditions or changing circumstances may weaken the
issuer's ability to pay interest and repay principal.
Below investment grade debt securities are those rated "BB" and below by
Standard & Poor's or the equivalent rating of other nationally recognized
statistical rating organizations. See "Appendix A" for a description of rating
categories. The fund may invest in debt securities rated "D" or better, or
comparable unrated securities as determined by Pioneer.
Below investment grade debt securities or comparable unrated securities are
commonly referred to as "junk bonds" and are considered predominantly
speculative and may be questionable as to principal and interest payments.
Changes in economic conditions are more likely to lead to a weakened capacity
to make principal payments and interest payments. The issuers of high yield
securities also may be more adversely affected than issuers of higher rated
securities by specific corporate or governmental developments or the issuers'
inability to meet specific projected business forecasts. The amount of high
yield securities outstanding has proliferated as an increasing number of
issuers have used high yield securities for corporate financing. The recent
economic downturn has severely affected the ability of many highly leveraged
issuers to service their debt obligations or to repay their obligations upon
maturity. Factors having an adverse impact on the market value of lower quality
securities will have an adverse effect on the fund's net asset value to the
extent that it invests in such securities. In addition, the fund may incur
additional expenses to the extent it is required to seek recovery upon a
default in payment of principal or interest on its portfolio holdings or to
take other steps to protect its investment in an issuer.
The secondary market for high yield securities is not usually as liquid as the
secondary market for more highly rated securities, a factor which may have an
adverse effect on the fund's ability to dispose of a particular security when
necessary to meet its liquidity needs. Under adverse market or economic
conditions, such as those recently prevailing, the secondary market for high
yield securities could contract further, independent of any specific adverse
changes in the condition of a particular issuer. As a result, the fund could
find it more difficult to sell these securities or may be able to sell the
securities only at prices lower than if such securities were widely traded.
Prices realized upon the sale of such lower rated or unrated securities, under
these and other circumstances, may be less than the prices used in calculating
the fund's net asset value.
Since investors generally perceive that there are greater risks associated with
lower quality debt securities of the type in which the fund may invest, the
yields and prices of such securities may tend to fluctuate more than those for
higher rated securities. In the lower quality segments of the debt securities
market, changes in perceptions of issuers' creditworthiness tend to occur more
frequently and in a more pronounced manner than do changes in higher quality
segments of the debt securities market, resulting in greater yield and price
volatility.
Lower rated and comparable unrated debt securities tend to offer higher yields
than higher rated securities with the same maturities because the historical
financial condition of the issuers of such securities may not have been as
strong as that of other issuers. However, lower rated securities generally
involve greater risks of loss of income and principal than higher rated
securities.
For purposes of the fund's credit quality policies, if a security receives
different ratings from nationally recognized statistical rating organizations,
the fund will use the rating chosen by the portfolio manager as most
representative of the security's credit quality. The ratings of nationally
recognized statistical rating organizations represent their opinions as to the
quality of the securities that they undertake to rate and may not accurately
describe the risk of the security. If a rating organization downgrades the
quality rating
16
assigned to one or more of the fund's portfolio securities, Pioneer will
consider what actions, if any, are appropriate in light of the fund's
investment objectives and policies including selling the downgraded security or
purchasing additional investment grade securities of the appropriate credit
quality as soon as it is prudent to do so.
U.S. GOVERNMENT SECURITIES
U.S. government securities in which the fund invests include debt obligations
of varying maturities issued by the U.S. Treasury or issued or guaranteed by an
agency, authority or instrumentality of the U.S. government, including the
Federal Housing Administration, Federal Financing Bank, Farm Service Agency,
Export-Import Bank of the U.S., Small Business Administration, Government
National Mortgage Association ("GNMA"), General Services Administration,
National Bank for Cooperatives, Federal Farm Credit Banks, Federal Home Loan
Banks ("FHLBs"), Federal Home Loan Mortgage Corporation ("FHLMC"), Federal
National Mortgage Association ("FNMA"), Maritime Administration, Tennessee
Valley Authority and various institutions that previously were or currently are
part of the Farm Credit System (which has been undergoing reorganization since
1987). Some U.S. government securities, such as U.S. Treasury bills, Treasury
notes and Treasury bonds, which differ only in their interest rates, maturities
and times of issuance, are supported by the full faith and credit of the United
States. Others are supported by: (i) the right of the issuer to borrow from the
U.S. Treasury, such as securities of the FHLBs; (ii) the discretionary
authority of the U.S. government to purchase the agency's obligations, such as
securities of FNMA; or (iii) only the credit of the issuer. Although the U.S.
government provided financial support to FNMA and FHLMC in the past, no
assurance can be given that the U.S. government will provide financial support
in the future to these or other U.S. government agencies, authorities or
instrumentalities that are not supported by the full faith and credit of the
United States. Securities guaranteed as to principal and interest by the U.S.
government, its agencies, authorities or instrumentalities include: (i)
securities for which the payment of principal and interest is backed by an
irrevocable letter of credit issued by the U.S. government or any of its
agencies, authorities or instrumentalities; (ii) participations in loans made
to non-U.S. governments or other entities that are so guaranteed; and (iii) as
a result of initiatives introduced in response to the recent financial market
difficulties, securities of commercial issuers or financial institutions that
qualify for guarantees by U.S. government agencies like the Federal Deposit
Insurance Corporation. The secondary market for certain loan participations
described above is limited and, therefore, the participations may be regarded
as illiquid.
U.S. government securities may include zero coupon securities that may be
purchased when yields are attractive and/or to enhance portfolio liquidity.
Zero coupon U.S. government securities are debt obligations that are issued or
purchased at a significant discount from face value. The discount approximates
the total amount of interest the security will accrue and compound over the
period until maturity or the particular interest payment date at a rate of
interest reflecting the market rate of the security at the time of issuance.
Zero coupon U.S. government securities do not require the periodic payment of
interest. These investments may experience greater volatility in market value
than U.S. government securities that make regular payments of interest. The
fund accrues income on these investments for tax and accounting purposes, which
is distributable to shareholders and which, because no cash is received at the
time of accrual, may require the liquidation of other portfolio securities to
satisfy the fund's distribution obligations, in which case the fund will forgo
the purchase of additional income producing assets with these funds. Zero
coupon U.S. government securities include STRIPS and CUBES, which are issued by
the U.S. Treasury as component parts of U.S. Treasury bonds and represent
scheduled interest and principal payments on the bonds.
CONVERTIBLE DEBT SECURITIES
The fund may invest in convertible debt securities which are debt obligations
convertible at a stated exchange rate or formula into common stock or other
equity securities. Convertible securities rank senior to common stocks in an
issuer's capital structure and consequently may be of higher quality and entail
less risk than the issuer's common stock. As with all debt securities, the
market values of convertible securities tend to increase when interest rates
decline and, conversely, tend to decline when interest rates increase.
17
A convertible security entitles the holder to receive interest that is
generally paid or accrued until the convertible security matures, or is
redeemed, converted, or exchanged. Convertible securities have unique
investment characteristics, in that they generally (i) have higher yields than
common stocks, but lower yields than comparable non-convertible securities,
(ii) are less subject to fluctuation in value than the underlying common stock
due to their fixed-income characteristics and (iii) provide the potential for
capital appreciation if the market price of the underlying common stock
increases. A convertible security may be subject to redemption at the option of
the issuer at a price established in the convertible security's governing
instruments. If a convertible security held by the fund is called for
redemption, the fund will be required to permit the issuer to redeem the
security, convert it into the underlying common stock or sell it to a third
party. Any of these actions could result in losses to the fund.
OTHER INVESTMENTS AND INVESTMENT TECHNIQUES
SHORT-TERM INVESTMENTS
For temporary defensive or cash management purposes, the fund may invest in all
types of short-term investments including, but not limited to, (a) commercial
paper and other short-term commercial obligations; (b) obligations (including
certificates of deposit and bankers' acceptances) of banks; (c) obligations
issued or guaranteed by a governmental issuer, including governmental agencies
or instrumentalities; (d) fixed income securities of non-governmental issuers;
and (e) other cash equivalents or cash. Subject to the fund's restrictions
regarding investment in non-U.S. securities, these securities may be
denominated in any currency. Although these investments generally are rated
investment grade or are determined by Pioneer to be of equivalent credit
quality, the fund may also invest in these instruments if they are rated below
investment grade in accordance with its investment objective, policies and
restrictions.
ILLIQUID SECURITIES
The fund may invest up to 15% of its net assets in illiquid and other
securities that are not readily marketable. If due to subsequent fluctuations
in value or any other reasons, the value of the fund's illiquid securities
exceeds this percentage limitation, the fund will consider what actions, if
any, are necessary to maintain adequate liquidity. Repurchase agreements
maturing in more than seven days will be included for purposes of the foregoing
limit. Securities subject to restrictions on resale under the Securities Act of
1933, as amended (the "1933 Act"), are considered illiquid unless they are
eligible for resale pursuant to Rule 144A or another exemption from the
registration requirements of the 1933 Act and are determined to be liquid by
Pioneer. Pioneer determines the liquidity of Rule 144A and other restricted
securities according to procedures adopted by the Board of Trustees. Under the
direction of the Board of Trustees, Pioneer monitors the application of these
guidelines and procedures. The inability of the fund to dispose of illiquid
investments readily or at reasonable prices could impair the fund's ability to
raise cash for redemptions or other purposes. If the fund sold restricted
securities other than pursuant to an exception from registration under the 1933
Act such as Rule 144A, it may be deemed to be acting as an underwriter and
subject to liability under the 1933 Act.
REPURCHASE AGREEMENTS
The fund may enter into repurchase agreements with broker-dealers, member banks
of the Federal Reserve System and other financial institutions. Repurchase
agreements are arrangements under which the fund purchases securities and the
seller agrees to repurchase the securities within a specific time and at a
specific price. The repurchase price is generally higher than the fund's
purchase price, with the difference being income to the fund. A repurchase
agreement may be considered a loan by the fund collateralized by securities.
Under the direction of the Board of Trustees, Pioneer reviews and monitors the
creditworthiness of any institution which enters into a repurchase agreement
with the fund. The counterparty's obligations under the repurchase agreement
are collateralized with U.S. Treasury and/or agency obligations with a market
value of not less than 100% of the obligations, valued daily. Collateral is
held by the fund's custodian in a segregated, safekeeping account for the
benefit of the fund. Repurchase agreements afford the fund an opportunity to
earn income on temporarily available cash. In the event of commencement of
bankruptcy
18
or insolvency proceedings with respect to the seller of the security before
repurchase of the security under a repurchase agreement, the fund may encounter
delay and incur costs before being able to sell the security. Such a delay may
involve loss of interest or a decline in price of the security. If the court
characterizes the transaction as a loan and the fund has not perfected a
security interest in the security, the fund may be required to return the
security to the seller's estate and be treated as an unsecured creditor of the
seller. As an unsecured creditor, the fund would be at risk of losing some or
all of the principal and interest involved in the transaction. There is no
specific limit on the fund's ability to enter into repurchase agreements. The
SEC frequently treats repurchase agreements as loans for purposes of the 1940
Act.
REVERSE REPURCHASE AGREEMENTS
Reverse repurchase agreements involve the sale of securities to a bank or other
institution with an agreement that the fund will buy back the securities at a
fixed future date at a fixed price plus an agreed amount of "interest" which
may be reflected in the repurchase price. Reverse repurchase agreements involve
the risk that the market value of securities purchased by the fund with
proceeds of the transaction may decline below the repurchase price of the
securities sold by the fund that it is obligated to repurchase. The fund will
also continue to be subject to the risk of a decline in the market value of the
securities sold under the agreements because it will reacquire those securities
upon effecting their repurchase. Reverse repurchase agreements may be
considered to be a type of borrowing. The 1940 Act permits a fund to borrow
money in amounts of up to one-third of the fund's total assets from banks for
any purpose and up to 5% of the fund's total assets from banks and other
lenders for temporary purposes. The fund will segregate assets in an amount at
least equal to the repurchase price of the securities.
SHORT SALES AGAINST THE BOX
The fund may sell securities "short against the box." A short sale involves the
fund borrowing securities from a broker and selling the borrowed securities.
The fund has an obligation to return securities identical to the borrowed
securities to the broker. In a short sale against the box, the fund at all
times owns an equal amount of the security sold short or securities convertible
into or exchangeable for, with or without payment of additional consideration,
an equal amount of the security sold short. The fund intends to use short sales
against the box to hedge. For example when the fund believes that the price of
a current portfolio security may decline, the fund may use a short sale against
the box to lock in a sale price for a security rather than selling the security
immediately. In such a case, any future losses in the fund's long position
should be offset by a gain in the short position and, conversely, any gain in
the long position should be reduced by a loss in the short position. The fund
may engage in short sales of securities only against the box.
If the fund effects a short sale against the box at a time when it has an
unrealized gain on the security, it may be required to recognize that gain as
if it had actually sold the security (a "constructive sale") on the date it
effects the short sale. However, such constructive sale treatment may not apply
if the fund closes out the short sale with securities other than the
appreciated securities held at the time of the short sale provided that certain
other conditions are satisfied. Uncertainty regarding the tax consequences of
effecting short sales may limit the extent to which the fund may make short
sales against the box.
DOLLAR ROLLS
The fund may enter into mortgage "dollar rolls" in which the fund sells
securities for delivery in the current month and simultaneously contracts with
the same counterparty to repurchase similar (same type, coupon and maturity),
but not identical securities on a specified future date. During the roll
period, the fund loses the right to receive principal and interest paid on the
securities sold. However, the fund would benefit to the extent of any
difference between the price received for the securities sold and the lower
forward price for the future purchase (often referred to as the "drop") or fee
income plus the interest earned on the cash proceeds of the securities sold
until the settlement date of the forward purchase. Unless such benefits exceed
the income, capital appreciation and gain or loss due to mortgage prepayments
that would have been realized on the securities sold as part of the mortgage
dollar roll, the use of this technique will diminish
19
the investment performance of the fund compared with what such performance
would have been without the use of mortgage dollar rolls. All cash proceeds
will be invested in instruments that are permissible investments for the fund.
The fund will hold and maintain in a segregated account until the settlement
date cash or liquid securities in an amount equal to its forward purchase
price.
For financial reporting and tax purposes, the fund treats mortgage dollar rolls
as two separate transactions; one involving the purchase of a security and a
separate transaction involving a sale.
Dollar rolls involve certain risks including the following: if the
broker-dealer to whom the fund sells the security becomes insolvent, the fund's
right to purchase or repurchase the securities subject to the dollar roll may
be restricted and the instrument which the fund is required to repurchase may
be worth less than an instrument which the fund originally held. Successful use
of dollar rolls will depend upon Pioneer's ability to manage its interest rate
and prepayment exposure. There is no assurance that dollar rolls can be
successfully employed.
ASSET SEGREGATION
The 1940 Act requires that the fund segregate assets in connection with certain
types of transactions that may have the effect of leveraging the fund's
portfolio. If the fund enters into a transaction requiring segregation, such as
a forward commitment or a reverse repurchase agreement, the custodian or
Pioneer will segregate liquid assets in an amount required to comply with the
1940 Act. Such segregated assets will be valued at market daily. If the
aggregate value of such segregated assets declines below the aggregate value
required to satisfy the 1940 Act, additional liquid assets will be segregated.
As an alternative to asset segregation, in some instances a fund may "cover"
its obligation by holding an offsetting position.
PORTFOLIO TURNOVER
It is the policy of the fund not to engage in trading for short-term profits,
although portfolio turnover rate is not considered a limiting factor in the
execution of investment decisions for the fund. A high rate of portfolio
turnover (100% or more) involves correspondingly greater transaction costs
which must be borne by the fund and its shareholders. See "Annual Fee, Expense
and Other Information" for the fund's annual portfolio turnover rate.
LENDING OF PORTFOLIO SECURITIES
The fund may lend portfolio securities to registered broker-dealers or other
institutional investors deemed by Pioneer to be of good standing under
agreements which require that the loans be secured continuously by collateral
in the form of cash, cash equivalents, U.S. Government securities or
irrevocable letters of credit issued by banks approved by the fund. The value
of the collateral is monitored on a daily basis and the borrower is required to
maintain the collateral at an amount at least equal to the market value of the
securities loaned. The fund continues to receive the equivalent of the interest
or dividends paid by the issuer on the securities loaned and continues to have
all of the other risks associated with owning the securities. Where the
collateral received is cash, the cash will be invested and the fund will be
entitled to a share of the income earned on the investment, but will also be
subject to investment risk on the collateral and will bear the entire amount of
any loss in connection with investment of such collateral. The fund may pay
administrative and custodial fees in connection with loans of securities and,
where the collateral received is cash, the fund may pay a portion of the income
earned on the investment of collateral to the borrower, lending agent or other
intermediary. Fees and expenses paid by the fund in connection with loans of
securities are not reflected in the fee table or expense example in the fund's
prospectus. If the income earned on the investment of the cash collateral is
insufficient to pay these amounts or if the value of the securities purchased
with such cash collateral declines, the fund may take a loss on the loan. Where
the fund receives securities as collateral, the fund will earn no income on the
collateral, but will earn a fee from the borrower. The fund reserves the right
to recall loaned securities so that it may exercise voting rights on loaned
securities according to the fund's Proxy Voting Policies and Procedures.
20
The risk in lending portfolio securities, as with other extensions of credit,
consists of the possibility of loss to the fund due to (i) the inability of the
borrower to return the securities, (ii) a delay in receiving additional
collateral to adequately cover any fluctuations in the value of securities on
loan, (iii) a delay in recovery of the securities, or (iv) the loss of rights
in the collateral should the borrower fail financially. In addition, as noted
above, the fund continues to have market risk and other risks associated with
owning the securities on loan. Where the collateral delivered by the borrower
is cash, the fund will also have the risk of loss of principal and interest in
connection with its investment of collateral. If a borrower defaults, the value
of the collateral may decline before the fund can dispose of it. The fund will
lend portfolio securities only to firms that have been approved in advance by
Pioneer, which will monitor the creditworthiness of any such firms. However,
this monitoring may not protect the fund from loss. At no time would the value
of the securities loaned exceed 33 1/3% of the value of the fund's total
assets.
INTERFUND LENDING
To satisfy redemption requests or to cover unanticipated cash shortfalls, a
fund may enter into lending agreements ("Interfund Lending Agreements") under
which the fund would lend money and borrow money for temporary purposes
directly to and from another Pioneer fund through a credit facility ("Interfund
Loan"), subject to meeting the conditions of an SEC exemptive order granted to
the funds permitting such interfund lending. All Interfund Loans will consist
only of uninvested cash reserves that the fund otherwise would invest in
short-term repurchase agreements or other short-term instruments.
If a fund has outstanding borrowings, any Interfund Loans to the fund (a) will
be at an interest rate equal to or lower than any outstanding bank loan, (b)
will be secured at least on an equal priority basis with at least an equivalent
percentage of collateral to loan value as any outstanding bank loan that
requires collateral, (c) will have a maturity no longer than any outstanding
bank loan (and in any event not over seven days) and (d) will provide that, if
an event of default occurs under any agreement evidencing an outstanding bank
loan to the fund, the event of default will automatically (without need for
action or notice by the lending fund) constitute an immediate event of default
under the Interfund Lending Agreement entitling the lending fund to call the
Interfund Loan (and exercise all rights with respect to any collateral) and
that such call will be made if the lending bank exercises its right to call its
loan under its agreement with the borrowing fund.
A fund may make an unsecured borrowing through the credit facility if its
outstanding borrowings from all sources immediately after the interfund
borrowing total 10% or less of its total assets; provided, that if the fund has
a secured loan outstanding from any other lender, including but not limited to
another Pioneer fund, the fund's interfund borrowing will be secured on at
least an equal priority basis with at least an equivalent percentage of
collateral to loan value as any outstanding loan that requires collateral. If a
fund's total outstanding borrowings immediately after an interfund borrowing
would be greater than 10% of its total assets, the fund may borrow through the
credit facility on a secured basis only. A fund may not borrow through the
credit facility nor from any other source if its total outstanding borrowings
immediately after the interfund borrowing would be more than 33 1/3% of its
total assets.
No fund may lend to another fund through the interfund lending credit facility
if the loan would cause its aggregate outstanding loans through the credit
facility to exceed 15% of the lending fund's net assets at the time of the
loan. A fund's Interfund Loans to any one fund shall not exceed 5% of the
lending fund's net assets. The duration of Interfund Loans is limited to the
time required to receive payment for securities sold, but in no event more than
seven days. Loans effected within seven days of each other will be treated as
separate loan transactions for purposes of this condition. Each Interfund Loan
may be called on one business day's notice by a lending fund and may be repaid
on any day by a borrowing fund.
The limitations detailed above and the other conditions of the SEC exemptive
order permitting interfund lending are designed to minimize the risks
associated with interfund lending for both the lending fund and the borrowing
fund. However, no borrowing or lending activity is without risk. When a fund
borrows money
21
from another fund, there is a risk that the loan could be called on one day's
notice or not renewed, in which case the fund may have to borrow from a bank at
higher rates if an Interfund Loan were not available from another fund. A delay
in repayment to a lending fund could result in a lost opportunity or additional
lending costs.
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES
The fund may purchase securities, including U.S. government securities, on a
when-issued basis or may purchase or sell securities for delayed delivery. In
such transactions, delivery of the securities occurs beyond the normal
settlement period, but no payment or delivery is made by the fund prior to the
actual delivery or payment by the other party to the transaction. The fund will
not earn income on these securities until delivered. The purchase of securities
on a when-issued or delayed delivery basis involves the risk that the value of
the securities purchased will decline prior to the settlement date. The sale of
securities for delayed delivery involves the risk that the prices available in
the market on the delivery date may be greater than those obtained in the sale
transaction. When the fund enters into when-issued or delayed delivery
transactions it will segregate liquid assets with a value equal to the fund's
obligations. See "Asset Segregation."
DISCLOSURE OF PORTFOLIO HOLDINGS
The Board of Trustees has adopted policies and procedures relating to
disclosure of the Pioneer funds' portfolio securities. These policies and
procedures are designed to provide a framework for disclosing information
regarding portfolio holdings, portfolio composition or other portfolio
characteristics consistent with applicable federal securities laws and
regulations and general principles of fiduciary duty relating to fund
shareholders. While Pioneer may manage other separate accounts and unregistered
products that have substantially similar investment strategies to those of
another Pioneer fund, and therefore portfolio holdings that may be
substantially similar, and in some cases nearly identical, to such fund, these
policies and procedures only relate to the disclosure of portfolio information
of the Pioneer funds that are registered management companies. Separate account
and unregistered product clients are not subject to these policies and
procedures. Separate account and unregistered product clients of Pioneer have
access to their portfolio holdings, and prospective clients have access to
representative holdings.
Generally, Pioneer will make a fund's portfolio information available to the
public on a monthly basis with an appropriate delay based upon the nature of
the information disclosed. Pioneer normally will publish a fund's full
portfolio holdings thirty (30) days after the end of each month (this time
period may be different for certain funds). Such information shall be made
available on the funds' website (www.pioneerinvestments.com) and may be sent to
rating agencies, reporting/news services and financial intermediaries, upon
request. In addition, Pioneer generally makes publicly available information
regarding a fund's top ten holdings (including the percentage of a fund's
assets represented by each security), the percentage breakdown of a fund's
investments by country, sector and industry, various volatility measures (such
as beta, standard deviation, etc.), market capitalization ranges and other
portfolio characteristics (such as alpha, average P/E ratio, etc.) three (3)
business days after the end of each month.
Pioneer may provide a fund's full portfolio holdings or other information to
certain entities prior to the date such information is made public, provided
that certain conditions are met. The entities to which such disclosure may be
made as of the date of this statement of additional information are rating
agencies, plan sponsors, prospective separate account clients and other
financial intermediaries (i.e., organizations evaluating a fund for purposes of
investment by their clients, such as broker-dealers, investment advisers,
banks, insurance companies, financial planning firms, plan sponsors, plan
administrators, shareholder servicing organizations and pension consultants).
The third party must agree to a limited use of that information which does not
conflict with the interests of the fund's shareholders, to use the information
only for that authorized purpose, to keep such information confidential, and
not to trade on such information. The Board of Trustees considered the
disclosure of portfolio holdings information to these categories of entities to
be consistent with the best interests of shareholders in light of the agreement
to maintain the confidentiality of such information and only to use such
information for the limited and approved purposes. Pioneer's compliance
department, the local head of investment management and the global chief
investment
22
officer may, but only acting jointly, grant exemptions to this policy.
Exemptions may be granted only if these persons determine that providing such
information is consistent with the interests of shareholders and the third
party agrees to limit the use of such information only for the authorized
purpose, to keep such information confidential, and not to trade on such
information. Although the Board of Trustees will periodically be informed of
exemptions granted, granting exemptions entails the risk that portfolio
holdings information may be provided to entities that use the information in a
manner inconsistent with their obligations and the best interests of a fund.
Currently, Pioneer, on behalf of the Pioneer funds, has ongoing arrangements
whereby the following entities may receive a fund's full portfolio holdings or
other information prior to the date such information is made public:
Metropolitan Life Insurance Company (within 30 days after month end for board
materials and advance preparation of marketing materials, as needed to evaluate
Pioneer funds); Roszel Advisors (within 30 days after month end for due
diligence and review of certain Pioneer funds included in fund programs);
Oppenheimer & Co. (within 30 days after month end for due diligence and review
of certain Pioneer funds included in fund programs); UBS (within 15 days after
month end for due diligence and review of certain Pioneer funds included in
fund programs); Ibbotson Associates Advisors LLC (as needed to select Pioneer
funds for the Pioneer-Ibbotson fund of funds products); Beacon Pointe Advisors
(as needed for quarterly review of certain Pioneer funds); Commonwealth
Financial Network (within 30 days after month end for internal risk analysis);
Hartford Retirement Services, LLC (as needed for internal risk analysis);
Transamerica Life Insurance Company (as needed for internal performance and
risk analysis); TIBCO Software Inc./Spotfire Division (as needed to evaluate
and develop portfolio reporting software); Curcio Webb, LLC (as needed for
evaluation and research purposes); Fidelity Investments (as needed to evaluate
Pioneer funds); Egan Jones Ratings Company (as needed in order to evaluate and
select Nationally Recognized Statistical Rating Organizations (NRSROs)); DBRS
Limited (as needed in order to evaluate and select NRSROs); Wells Fargo
Advisors (as needed for internal risk analysis and product review); and Capital
Market Consultants (as needed to complete quarterly due diligence research).
Compliance with the funds' portfolio holdings disclosure policy is subject to
periodic review by the Board of Trustees, including a review of any potential
conflicts of interest in the disclosures made by Pioneer in accordance with the
policy or the exceptions permitted under the policy. Any change to the policy
to expand the categories of entities to which portfolio holdings may be
disclosed or an increase in the purposes for which such disclosure may be made
would be subject to approval by the Board of Trustees and, reflected, if
material, in a supplement to the fund's statement of additional information.
The funds' portfolio holdings disclosure policy is not intended to prevent the
disclosure of any and all portfolio information to the funds' service providers
who generally need access to such information in the performance of their
contractual duties and responsibilities, such as Pioneer, the funds' custodian,
fund accounting agent, principal underwriter, investment sub-adviser, if any,
independent registered public accounting firm or counsel. In approving the
policy, the Board of Trustees considered that the service providers are subject
to duties of confidentiality arising under law or contract that provide an
adequate safeguard for such information. None of Pioneer, the funds, or any
other party receive any compensation or other consideration from any
arrangement pertaining to the release of a fund's portfolio holdings
information.
In addition, the funds make their portfolio holdings available semi-annually in
shareholder reports filed on Form N-CSR and after the first and third fiscal
quarters in regulatory filings on Form N-Q. These shareholder reports and
regulatory filings are filed with the SEC, as required by the federal
securities laws. Form N-Q is filed with the SEC within sixty (60) days after
the end of a fund's first and third fiscal quarters. Form N-CSR is filed with
the SEC within ten (10) days after the transmission to shareholders of a fund's
annual or semi-annual report, as applicable.
23
INVESTMENT RESTRICTIONS
FUNDAMENTAL INVESTMENT POLICIES
The fund has adopted certain fundamental investment policies which may not be
changed without the affirmative vote of the holders of a "majority of the
outstanding voting securities" (as defined in the 1940 Act) of the fund. For
this purpose, a majority of the outstanding shares of the fund means the vote
of the lesser of:
(1) 67% or more of the shares represented at a meeting, if the holders of
more than 50% of the outstanding shares are present in person or by
proxy; or
(2) more than 50% of the outstanding shares of the fund.
The fund's fundamental policies are as follows:
(1) The fund may not borrow money except as permitted by (i) the 1940 Act, or
interpretations or modifications by the SEC, SEC staff or other authority
of competent jurisdiction, or (ii) exemptive or other relief or
permission from the SEC, SEC staff or other authority of competent
jurisdiction.
(2) The fund may not engage in the business of underwriting the securities of
other issuers except as permitted by (i) the 1940 Act, or interpretations
or modifications by the SEC, SEC staff or other authority of competent
jurisdiction, or (ii) exemptive or other relief or permission from the
SEC, SEC staff or other authority of competent jurisdiction.
(3) The fund may lend money or other assets to the extent permitted by (i)
the 1940 Act, or interpretations or modifications by the SEC, SEC staff
or other authority of competent jurisdiction or (ii) exemptive or other
relief or permission from the SEC, SEC staff or other authority of
competent jurisdiction.
(4) The fund may not issue senior securities except as permitted by (i) the
1940 Act, or interpretations or modifications by the SEC, SEC staff or
other authority of competent jurisdiction, or (ii) exemptive or other
relief or permission from the SEC, SEC staff or other authority of
competent jurisdiction.
(5) The fund may not purchase or sell real estate except as permitted by (i)
the 1940 Act, or interpretations or modifications by the SEC, SEC staff
or other authority of competent jurisdiction, or (ii) exemptive or other
relief or permission from the SEC, SEC staff or other authority of
competent jurisdiction.
(6) The fund may purchase or sell commodities or contracts related to
commodities to the extent permitted by (i) the 1940 Act, or
interpretations or modifications by the SEC, SEC staff or other authority
of competent jurisdiction, or (ii) exemptive or other relief or
permission from the SEC, SEC staff or other authority of competent
jurisdiction.
(7) Except as permitted by exemptive or other relief or permission from the
SEC, SEC staff or other authority of competent jurisdiction, the fund may
not make any investment if, as a result, the fund's investments will be
concentrated in any one industry.
With respect to the fundamental policy relating to borrowing money set forth in
(1) above, the 1940 Act permits a fund to borrow money in amounts of up to
one-third of the fund's total assets from banks for any purpose, and to borrow
up to 5% of the fund's total assets from banks or other lenders for temporary
purposes (the fund's total assets include the amounts being borrowed). To limit
the risks attendant to borrowing, the 1940 Act requires the fund to maintain at
all times an "asset coverage" of at least 300% of the amount of its borrowings.
Asset coverage means the ratio that the value of the fund's total assets
(including amounts borrowed), minus liabilities other than borrowings, bears to
the aggregate amount of all borrowings. Borrowing money to increase a fund's
investment portfolio is known as "leveraging." Borrowing, especially when used
for leverage, may cause the value of a fund's shares to be more volatile than
if the fund did not borrow. This is because borrowing tends to magnify the
effect of any increase or decrease in the value of the fund's portfolio
holdings. Borrowed money thus creates an opportunity for greater gains, but
also greater losses. To repay borrowings, the fund may have to sell securities
at a time and at a price
24
that is unfavorable to the fund. There also are costs associated with borrowing
money, and these costs would offset and could eliminate a fund's net investment
income in any given period. Currently, the fund does not contemplate borrowing
for leverage, but if the fund does so, it will not likely do so to a
substantial degree. The policy in (1) above will be interpreted to permit the
fund to engage in trading practices and investments that may be considered to
be borrowing to the extent permitted by the 1940 Act. Reverse repurchase
agreements may be considered to be a type of borrowing. Short-term credits
necessary for the settlement of securities transactions and arrangements with
respect to securities lending will not be considered to be borrowings under the
policy. Practices and investments that may involve leverage but are not
considered to be borrowings are not subject to the policy. Such trading
practices may include futures, options on futures, forward contracts and other
derivative investments.
A fund may pledge its assets and guarantee the securities of another company
without limitation, subject to the fund's investment policies (including the
fund's fundamental policy regarding borrowing) and applicable laws and
interpretations. Pledges of assets and guarantees of obligations of others are
subject to many of the same risks associated with borrowings and, in addition,
are subject to the credit risk of the obligor for the underlying obligations.
To the extent that pledging or guaranteeing assets may be considered the
issuance of senior securities, the issuance of senior securities is governed by
the fund's policies on senior securities. If the fund were to pledge its
assets, the fund would take into account any then-applicable legal guidance,
including any applicable SEC staff position, would be guided by the judgment of
the fund's Board and Pioneer regarding the terms of any credit facility or
arrangement, including any collateral required, and would not pledge more
collateral than, in their judgment, is necessary for the fund to obtain the
credit sought. Shareholders should note that in 1973, the SEC staff took the
position in a no-action letter that a mutual fund could not pledge 100% of its
assets without a compelling business reason. In more recent no-action letters,
including letters that address the same statutory provision of the 1940 Act
(Section 17) addressed in the 1973 letter, the SEC staff has not mentioned any
limitation on the amount of collateral that may be pledged to support credit
obtained. This does not mean that the staff's position on this issue has
changed.
With respect to the fundamental policy relating to underwriting set forth in
(2) above, the 1940 Act does not prohibit a fund from engaging in the
underwriting business or from underwriting the securities of other issuers; in
fact, the 1940 Act permits a fund to have underwriting commitments of up to 25%
of its assets under certain circumstances. Those circumstances currently are
that the amount of the fund's underwriting commitments, when added to the value
of the fund's investments in issuers where the fund owns more than 10% of the
outstanding voting securities of those issuers, cannot exceed the 25% cap. A
fund engaging in transactions involving the acquisition or disposition of
portfolio securities may be considered to be an underwriter under the
Securities Act of 1933, as amended (the "1933 Act"). Under the 1933 Act, an
underwriter may be liable for material omissions or misstatements in an
issuer's registration statement or prospectus. Securities purchased from an
issuer and not registered for sale under the 1933 Act are considered restricted
securities. There may be a limited market for these securities. If these
securities are registered under the 1933 Act, they may then be eligible for
sale but participating in the sale may subject the seller to underwriter
liability. These risks could apply to a fund investing in restricted
securities. Although it is not believed that the application of the 1933 Act
provisions described above would cause a fund to be engaged in the business of
underwriting, the policy in (2) above will be interpreted not to prevent the
fund from engaging in transactions involving the acquisition or disposition of
portfolio securities, regardless of whether the fund may be considered to be an
underwriter under the 1933 Act.
With respect to the fundamental policy relating to lending set forth in (3)
above, the 1940 Act does not prohibit a fund from making loans; however, SEC
staff interpretations currently prohibit funds from lending more than one-third
of their total assets, except through the purchase of debt obligations or the
use of repurchase agreements. (A repurchase agreement is an agreement to
purchase a security, coupled with an agreement to sell that security back to
the original seller on an agreed-upon date at a price that reflects current
interest rates. The SEC frequently treats repurchase agreements as loans.)
While lending securities may be a source of income to a fund, as with other
extensions of credit, there are risks of delay in recovery
25
or even loss of rights in the underlying securities should the borrower fail
financially. However, loans would be made only when the fund's manager or a
subadviser believes the income justifies the attendant risks. The fund also
will be permitted by this policy to make loans of money, including to other
funds. The fund has obtained exemptive relief from the SEC to make short-term
loans to other Pioneer funds through a credit facility in order to satisfy
redemption requests or to cover unanticipated cash shortfalls; as discussed in
this Statement of Additional Information under "Interfund Lending". The
conditions of the SEC exemptive order permitting interfund lending are designed
to minimize the risks associated with interfund lending, however no lending
activity is without risk. A delay in repayment to a lending fund could result
in a lost opportunity or additional lending costs. The policy in (3) above will
be interpreted not to prevent the fund from purchasing or investing in debt
obligations and loans. In addition, collateral arrangements with respect to
options, forward currency and futures transactions and other derivative
instruments, as well as delays in the settlement of securities transactions,
will not be considered loans.
With respect to the fundamental policy relating to issuing senior securities
set forth in (4) above, "senior securities" are defined as fund obligations
that have a priority over the fund's shares with respect to the payment of
dividends or the distribution of fund assets. The 1940 Act prohibits a fund
from issuing senior securities except that the fund may borrow money in amounts
of up to one-third of the fund's total assets from banks for any purpose. A
fund also may borrow up to 5% of the fund's total assets from banks or other
lenders for temporary purposes, and these borrowings are not considered senior
securities. The issuance of senior securities by a fund can increase the
speculative character of the fund's outstanding shares through leveraging.
Leveraging of a fund's portfolio through the issuance of senior securities
magnifies the potential for gain or loss on monies, because even though the
fund's net assets remain the same, the total risk to investors is increased.
Certain widely used investment practices that involve a commitment by a fund to
deliver money or securities in the future are not considered by the SEC to be
senior securities, provided that a fund segregates cash or liquid securities in
an amount necessary to pay the obligation or the fund holds an offsetting
commitment from another party. These investment practices include repurchase
and reverse repurchase agreements, swaps, dollar rolls, options, futures and
forward contracts. The policy in (4) above will be interpreted not to prevent
collateral arrangements with respect to swaps, options, forward or futures
contracts or other derivatives, or the posting of initial or variation margin.
With respect to the fundamental policy relating to real estate set forth in (5)
above, the 1940 Act does not prohibit a fund from owning real estate; however,
a fund is limited in the amount of illiquid assets it may purchase. Investing
in real estate may involve risks, including that real estate is generally
considered illiquid and may be difficult to value and sell. Owners of real
estate may be subject to various liabilities, including environmental
liabilities. To the extent that investments in real estate are considered
illiquid, the current SEC staff position generally limits a fund's purchases of
illiquid securities to 15% of net assets. The policy in (5) above will be
interpreted not to prevent the fund from investing in real estate-related
companies, companies whose businesses consist in whole or in part of investing
in real estate, instruments (like mortgages) that are secured by real estate or
interests therein, or real estate investment trust securities.
With respect to the fundamental policy relating to commodities set forth in (6)
above, the 1940 Act does not prohibit a fund from owning commodities, whether
physical commodities and contracts related to physical commodities (such as oil
or grains and related futures contracts), or financial commodities and
contracts related to financial commodities (such as currencies and, possibly,
currency futures). However, a fund is limited in the amount of illiquid assets
it may purchase. To the extent that investments in commodities are considered
illiquid, the current SEC staff position generally limits a fund's purchases of
illiquid securities to 15% of net assets. If a fund were to invest in a
physical commodity or a physical commodity-related instrument, the fund would
be subject to the additional risks of the particular physical commodity and its
related market. The value of commodities and commodity-related instruments may
be extremely volatile and may be affected either directly or indirectly by a
variety of factors. There also may be storage charges and risks of loss
associated with physical commodities. The policy in (6) above will be
interpreted to permit investments in exchange traded funds that invest in
physical and/or financial commodities.
26
With respect to the fundamental policy relating to concentration set forth in
(7) above, the 1940 Act does not define what constitutes "concentration" in an
industry. The SEC staff has taken the position that investment of 25% or more
of a fund's total assets in one or more issuers conducting their principal
activities in the same industry or group of industries constitutes
concentration. It is possible that interpretations of concentration could
change in the future. A fund that invests a significant percentage of its total
assets in a single industry may be particularly susceptible to adverse events
affecting that industry and may be more risky than a fund that does not
concentrate in an industry. The policy in (7) above will be interpreted to
refer to concentration as that term may be interpreted from time to time. The
policy also will be interpreted to permit investment without limit in the
following: securities of the U.S. government and its agencies or
instrumentalities; with respect to tax-exempt funds that invest 80% of their
assets in tax-exempt securities, securities of state, territory, possession or
municipal governments and their authorities, agencies, instrumentalities or
political subdivisions; and repurchase agreements collateralized by any such
obligations. Accordingly, issuers of the foregoing securities will not be
considered to be members of any industry. The policy also will be interpreted
to give broad authority to the fund as to how to classify issuers within or
among industries. When identifying industries for purposes of its concentration
policy, the fund may rely upon available industry classifications. As of the
date of the SAI, the fund relies on the MSCI Global Industry Classification
Standard (GICS) classifications, or with respect to certain securities, another
third-party classification system. Exchange-traded funds may be classified
based on the underlying securities.
The fund's fundamental policies are written and will be interpreted broadly.
For example, the policies will be interpreted to refer to the 1940 Act and the
related rules as they are in effect from time to time, and to interpretations
and modifications of or relating to the 1940 Act by the SEC and others as they
are given from time to time. When a policy provides that an investment practice
may be conducted as permitted by the 1940 Act, the policy will be interpreted
to mean either that the 1940 Act expressly permits the practice or that the
1940 Act does not prohibit the practice.
NON-FUNDAMENTAL INVESTMENT POLICY
The following policy is non-fundamental and may be changed by a vote of the
Board of Trustees without approval of shareholders.
The fund may not invest in any investment company in reliance on Section
12(d)(1)(F) of the 1940 Act, which would allow the fund to invest in other
investment companies, or in reliance on Section 12(d)(1)(G) of the 1940 Act,
which would allow the fund to invest in other Pioneer funds, in each case
without being subject to the limitations discussed above under "Other
Investment Companies" so long as another investment company invests in the fund
in reliance on Section 12(d)(1)(G). The fund has adopted this non-fundamental
policy in order that the fund may be a permitted investment of the series of
Pioneer Ibbotson Asset Allocation Series and Pioneer Ibbotson Asset Allocation
Series VCT Portfolios, which invest all of their assets in other investment
companies. If the series of Pioneer Ibbotson Asset Allocation Series or Pioneer
Ibbotson Asset Allocation Series VCT Portfolios do not invest in the fund, then
this non-fundamental restriction will not apply.
In addition, the fund's investment objective is non-fundamental and may be
changed by a vote of the Board of Trustees without approval of shareholders.
DIVERSIFICATION
The fund is currently classified as a diversified fund under the 1940 Act. A
diversified fund may not purchase securities of an issuer (other than
obligations issued or guaranteed by the U.S. government, its agencies or
instrumentalities) if, with respect to 75% of the fund's total assets, (a) more
than 5% of the fund's total assets would be invested in securities of that
issuer, or (b) the fund would hold more than 10% of the outstanding voting
securities of that issuer. Under the 1940 Act, the fund cannot change its
classification from diversified to non-diversified without shareholder
approval.
27
3. TRUSTEES AND OFFICERS
The fund's Trustees and officers are listed below, together with their
principal occupations during at least the past five years. Trustees who are
interested persons of the fund within the meaning of the 1940 Act are referred
to as Interested Trustees. Trustees who are not interested persons of the fund
are referred to as Independent Trustees. Each of the Trustees serves as a
Trustee of each of the 55 U.S. registered investment portfolios for which
Pioneer serves as investment adviser (the "Pioneer Funds"). The address for all
Trustees and all officers of the fund is 60 State Street, Boston, Massachusetts
02109.
NAME, AGE AND TERM OF OFFICE AND OTHER DIRECTORSHIPS
POSITION HELD WITH THE FUND LENGTH OF SERVICE PRINCIPAL OCCUPATION HELD BY TRUSTEE
----------------------------- -------------------------- --------------------------------------- --------------------
INTERESTED TRUSTEES:
----------------------------- -------------------------- --------------------------------------- --------------------
JOHN F. COGAN, JR. (85)* Trustee since 2009. Non-Executive Chairman and a None
--------------------
Chairman of the Board, Serves until a successor Director of Pioneer Investment
Trustee and President trustee is elected or Management USA Inc. ("PIM-USA");
-----------------------------
earlier retirement or Chairman and a Director of Pioneer;
removal. Chairman and Director of Pioneer
--------------------------
Institutional Asset Management,
Inc. (since 2006); Director of
Pioneer Alternative Investment
Management Limited (Dublin) (until
October, 2011); President and a
Director of Pioneer Alternative
Investment Management (Bermuda)
Limited and affiliated funds; Deputy
Chairman and a Director of Pioneer
Global Asset Management S.p.A.
("PGAM") (until April 2010); Director
of PIOGLOBAL Real Estate
Investment Fund (Russia) (until June
2006); Director of Nano-C, Inc.
(since 2003); Director of Cole
Management Inc. (2004 - 2011);
Director of Fiduciary Counseling,
Inc.(until December 2001);
President and Director of Pioneer
Funds Distributor, Inc. ("PFD") (until
May 2006); President of all of the
Pioneer Funds; and Retired Partner,
Wilmer Cutler Pickering Hale and
Dorr LLP
---------------------------------------
DANIEL K. KINGSBURY (53)* Trustee since 2009. Director, CEO and President of None
--------------------
Trustee and Executive Vice Serves until a successor PIM-USA (since February 2007);
President trustee is elected or Director and President of Pioneer
-----------------------------
earlier retirement or and Pioneer Institutional Asset
removal. Management, Inc. (since February
--------------------------
2007); Executive Vice President of
all of the Pioneer Funds (since
March 2007); Director of PGAM
(2007 - 2010); Head of New
Europe Division, PGAM (2000 -
2005); Head of New Markets
Division, PGAM (2005 - 2007)
---------------------------------------
28
NAME, AGE AND TERM OF OFFICE AND OTHER DIRECTORSHIPS
POSITION HELD WITH THE FUND LENGTH OF SERVICE PRINCIPAL OCCUPATION HELD BY TRUSTEE
----------------------------- -------------------------- ------------------------------------------- -----------------------
INDEPENDENT TRUSTEES:
----------------------------- -------------------------- ------------------------------------------- -----------------------
DAVID R. BOCK (68) Trustee since 2009. Managing Partner, Federal City Director of Enterprise
Trustee Serves until a successor Capital Advisors (corporate advisory Community
-----------------------------
trustee is elected or services company) (1997 - 2004 Investment, Inc.
earlier retirement or and 2008 - present); Interim Chief (privately-held
removal. Executive Officer, Oxford Analytica, affordable housing
--------------------------
Inc. (privately-held research and finance company)
consulting company) (2010); (1985 - 2010);
Executive Vice President and Chief Director of Oxford
Financial Officer, I-trax, Inc. (publicly Analytica, Inc. (2008
traded health care services - present); Director
company) (2004 - 2007); and of The Swiss
Executive Vice President and Chief Helvetia Fund, Inc.
Financial Officer, Pedestal Inc. (closed-end fund)
(internet-based mortgage trading (2010 - present);
company (2000 - 2002) Director of New York
-------------------------------------------
Mortgage Trust
(publicly-traded
mortgage REIT)
(2004 - 2009, 2012
- present)
-----------------------
29
NAME, AGE AND TERM OF OFFICE AND OTHER DIRECTORSHIPS
POSITION HELD WITH THE FUND LENGTH OF SERVICE PRINCIPAL OCCUPATION HELD BY TRUSTEE
----------------------------- -------------------------- ----------------------------------------- ----------------------
MARY K. BUSH (63) Trustee since 2009. Chairman, Bush International, LLC Director of Marriott
Trustee Serves until a successor (international financial advisory firm) International, Inc.
-----------------------------
trustee is elected or (1991 - present); Senior Managing (2008 - present);
earlier retirement or Director, Brock Capital Group, LLC Director of Discover
removal. (strategic business advisors) (2010 Financial Services
--------------------------
- present); Managing Director, (credit card issuer
Federal Housing Finance Board and electronic
(oversight of Federal Home Loan payment services)
Bank system) (1989 - 1991); Vice (2007 - present);
President and Head of International Former Director of
Finance, Federal National Mortgage Briggs & Stratton Co.
Association (1988 - 1989); U.S. (engine
Alternate Executive Director, manufacturer) (2004
International Monetary Fund (1984 - 2009); Former
- 1988); Executive Assistant to Director of UAL
Deputy Secretary of the U.S. Corporation (airline
Treasury, U.S. Treasury Department holding company)
(1982 - 1984); Vice President and (2006 - 2010);
Team Leader in Corporate Banking, Director of ManTech
Bankers Trust Co. (1976 - 1982) International
-----------------------------------------
Corporation (national
security, defense,
and intelligence
technology firm)
(2006 - present);
Member, Board of
Governors,
Investment Company
Institute (2007 -
present); Member,
Board of Governors,
Independent
Directors Council
(2007 - present)
Former Director of
Brady Corporation
(2000 - 2007);
Former Director of
Mortgage Guaranty
Insurance
Corporation (1991 -
2006); Former
Director of
Millennium
Chemicals, Inc.
(commodity
chemicals) (2002 -
2005); Former
Director, R.J.
Reynolds Tobacco
Holdings, Inc.
(tobacco) (1999 -
2005); Former
Director of Texaco,
Inc. (1997 - 2001)
----------------------
30
NAME, AGE AND TERM OF OFFICE AND OTHER DIRECTORSHIPS
POSITION HELD WITH THE FUND LENGTH OF SERVICE PRINCIPAL OCCUPATION HELD BY TRUSTEE
----------------------------- -------------------------- --------------------------------------- ------------------------
BENJAMIN M. FRIEDMAN Trustee since 2009. William Joseph Maier Professor of Trustee, Mellon
(67) Serves until a successor Political Economy, Harvard Institutional Funds
Trustee trustee is elected or University (1972 - present) Investment Trust and
--- ---------------------------------------
earlier retirement or Mellon Institutional
removal Funds Master
--------------------------
Portfolio (oversaw
17 portfolios in fund
complex) (1989 -
2008)
-------
MARGARET B.W. GRAHAM Trustee since 2009. Founding Director, Vice-President None
-------
(64) Serves until a successor and Corporate Secretary, The
Trustee trustee is elected or Winthrop Group, Inc. (consulting
---
earlier retirement or firm) (1982 - present); Desautels
removal. Faculty of Management, McGill
--------------------------
University (1999 - present); and
Manager of Research Operations
and Organizational Learning, Xerox
PARC, Xerox's Advance Research
Center (1990 - 1994)
---------------------------------------
THOMAS J. PERNA (61) Trustee since 2009. Chairman and Chief Executive Director, Broadridge
Trustee Serves until a successor Officer, Quadriserv, Inc. (technology Financial Solutions,
---
trustee is elected or products for securities lending Inc. (investor
earlier retirement or industry) (2008 - present); Private communications and
removal. investor (2004 - 2008); and Senior securities processing
--------------------------
Executive Vice President, The Bank provider for financial
of New York (financial and securities services industry)
services) (1986 - 2004) (2009 - present);
---------------------------------------
Director, Quadriserv,
Inc. (2005 -
present);
Commissioner, New
Jersey State Civil
Service Commission
(2011 - present)
----------------------
MARGUERITE A. PIRET (63) Trustee since 2009. President and Chief Executive Director of New
Trustee Serves until a successor Officer, Newbury, Piret & Company, America High Income
---
trustee is elected or Inc. (investment banking firm) Fund, Inc.
earlier retirement or (1981 - present) (closed-end
---------------------------------------
removal. investment company)
--------------------------
(2004 - present);
Member, Board of
Governors,
Investment Company
Institute (2000 -
2006)
-------
FUND OFFICERS:
----------------------------- -------------------------- --------------------------------------- -------
CHRISTOPHER J. KELLEY (47) Since 2010. Serves at Vice President and Associate None
-------
Secretary the discretion of the General Counsel of Pioneer since
---
Board January 2008 and Secretary of all
--------------------------
of the Pioneer Funds since June
2010; Assistant Secretary of all of
the Pioneer Funds from September
2003 to May 2010; Vice President
and Senior Counsel of Pioneer from
July 2002 to December 2007
---------------------------------------
31
NAME, AGE AND TERM OF OFFICE AND OTHER DIRECTORSHIPS
POSITION HELD WITH THE FUND LENGTH OF SERVICE PRINCIPAL OCCUPATION HELD BY TRUSTEE
----------------------------- ----------------------- -------------------------------------- ---------------------
CAROL B. HANNIGAN (51) Since 2010. Serves at Fund Governance Director of None
---------------------
Assistant Secretary the discretion of the Pioneer since December 2006 and
-----------------------------
Board Assistant Secretary of all the
-----------------------
Pioneer Funds since June 2010;
Manager - Fund Governance of
Pioneer from December 2003 to
November 2006; Senior Paralegal of
Pioneer from January 2000 to
November 2003.
--------------------------------------
THOMAS REYES (49) Since 2010. Serves at Counsel of Pioneer since June 2007 None
---------------------
Assistant Secretary the discretion of the and Assistant Secretary of all the
-----------------------------
Board Pioneer Funds since June 2010;
-----------------------
Vice President and Counsel at State
Street Bank from October 2004 to
June 2007
--------------------------------------
MARK E. BRADLEY (52) Since 2008. Serves at Vice President - Fund Accounting, None
---------------------
Treasurer the discretion of the Administration and Controllership
-----------------------------
Board Services of Pioneer; and Treasurer
-----------------------
of all of the Pioneer Funds since
March 2008; Deputy Treasurer of
Pioneer from March 2004 to
February 2008; and Assistant
Treasurer of all of the Pioneer Funds
from March 2004 to February 2008
--------------------------------------
LUIS I. PRESUTTI (46) Since 2009. Serves at Assistant Vice President - Fund None
---------------------
Assistant Treasurer the discretion of the Accounting, Administration and
-----------------------------
Board Controllership Services of Pioneer;
-----------------------
and Assistant Treasurer of all of the
Pioneer Funds
--------------------------------------
GARY SULLIVAN (53) Since 2009. Serves at Fund Accounting Manager - Fund None
---------------------
Assistant Treasurer the discretion of the Accounting, Administration and
-----------------------------
Board Controllership Services of Pioneer;
-----------------------
and Assistant Treasurer of all of the
Pioneer Funds
--------------------------------------
DAVID F. JOHNSON (32) Since 2009. Serves at Fund Administration Manager - Fund None
---------------------
Assistant Treasurer the discretion of the Accounting, Administration and
-----------------------------
Board Controllership Services since
-----------------------
November 2008 and Assistant
Treasurer of all of the Pioneer Funds
since January 2009; Client Service
Manager - Institutional Investor
Services at State Street Bank from
March 2003 to March 2007
--------------------------------------
JEAN M. BRADLEY (59) Since 2010. Serves at Chief Compliance Officer of Pioneer None
---------------------
Chief Compliance Officer the discretion of the and of all the Pioneer Funds since
-----------------------------
Board March 2010; Director of Adviser and
-----------------------
Portfolio Compliance at Pioneer
since October 2005; Senior
Compliance Officer for Columbia
Management Advisers, Inc. from
October 2003 to October 2005
--------------------------------------
* Mr. Cogan and Mr. Kingsbury are Interested Trustees because they are
officers or directors of the fund's investment adviser and certain of its
affiliates.
32
BOARD COMMITTEES
The Board of Trustees is responsible for overseeing the fund's management and
operations. The Chairman of the Board is the principal executive officer of the
fund and an Interested Trustee. Independent Trustees constitute 75% of the
Board. During the most recent fiscal year, the Board of Trustees held 6
meetings. Each Trustee attended at least 75% of such meetings.
The Trustees were selected to join the Board based upon the following as to
each Board member: such person's character and integrity; such person's
willingness and ability to commit the time necessary to perform the duties of a
Trustee; as to each Independent Trustee, his or her status as not being an
"interested person" as defined under the 1940 Act; and, as to each of Mr. Cogan
and Mr. Kingsbury, his association with Pioneer. Each of the Independent
Trustees also was selected to join the Board based on the criteria and
principles set forth in the Nominating Committee Charter. In evaluating a
Trustee's prospective service on the Board, the Trustee's experience in, and
ongoing contributions toward, overseeing the fund's business as a Trustee also
are considered. In addition, the following specific experience, qualifications,
attributes and/or skills apply as to each Trustee: Mr. Bock, accounting,
financial, business and public company experience as a chief financial officer
and an executive officer and experience as a board member of other
organizations; Ms. Bush, banking, financial, governmental, international and
entrepreneurial experience as an executive and experience as a board member of
other organizations; Mr. Friedman, academic leadership, economic and finance
experience and investment company board experience; Ms. Graham, academic
leadership, experience in business, finance and management consulting; Mr.
Perna, accounting, financial, and business experience as an executive officer
and experience as a board member of other organizations; Ms. Piret, accounting,
financial and entrepreneurial experience as an executive, valuation experience
and investment company board experience; and each of Mr. Cogan and Mr.
Kingsbury, investment management experience as an executive and leadership
roles with Pioneer and its affiliates. However, in its periodic assessment of
the effectiveness of the Board, the Board considers the complementary skills
and experience of individual Trustees primarily in the broader context of the
Board's overall composition so that the Board, as a body, possesses the
appropriate (and appropriately diverse) skills and experience to oversee the
business of the fund.
The Trust's Amended and Restated Agreement and Declaration of Trust provides
that the appointment, designation (including in any proxy or registration
statement or other document) of a Trustee as an expert on any topic or in any
area, or as having experience, attributes or skills in any area, or any other
appointment, designation or identification, shall not impose on that person any
standard of care or liability that is greater than that imposed on that person
as a Trustee in the absence of the appointment, designation or identification,
and no Trustee who has special attributes, skills, experience or expertise, or
is appointed, designated, or identified as aforesaid, shall be held to a higher
standard of care by virtue thereof.
The Board of Trustees has five standing committees: the Governance Committee,
the Audit Committee, the Nominating Committee, the Policy Administration
Committee and the Valuation Committee. Each committee is chaired by an
Independent Trustee and all members of each committee are Independent Trustees.
The Board currently does not have a lead Independent Trustee.
The Chairs of the committees work with the Chairman of the Board and fund
management in setting the agendas for Board meetings. The Chairs of the
committees set the agendas for committee meetings with input from fund
management. As noted below, through the committees, the Independent Trustees
consider and address important matters involving the fund, including those
presenting conflicts or potential conflicts of interest for management. The
Independent Trustees also regularly meet without the presence of management and
are advised by independent legal counsel. The Board has determined that
delegation to the committees of specified oversight responsibilities helps
ensure that the fund has effective and independent governance and oversight.
The Board further has determined that its leadership structure is appropriate
given Pioneer's role with respect to the fund's investment and business
operations. The Board also believes that its
33
leadership structure, as aided by the Chairman's experience and capabilities,
serves to facilitate the orderly and efficient flow of information to the
Independent Trustees from management and otherwise enhance the Board's
oversight role.
During the most recent fiscal year, the Governance, Audit, Nominating, Policy
Administration, and Valuation Committees held 9, 6, 1, 5 and 5 meetings,
respectively.
GOVERNANCE COMMITTEE
David R. Bock, Mary K. Bush, Benjamin M. Friedman, Margaret B.W. Graham
(Chair), Thomas J. Perna and Marguerite A. Piret.
The Governance Committee is comprised of all of the Independent Trustees. The
Governance Committee serves as the forum for consideration of a number of
issues required to be considered separately by the Independent Trustees under
the 1940 Act, including the assessment and review of the fund's advisory
agreement and other related party contracts. The Governance Committee also
considers issues that the Independent Trustees believe it is advisable for them
to consider separately from the Interested Trustees.
From time to time, the Governance Committee considers the composition and
number of Trustees appropriate to be carrying out their responsibilities. When
the Governance Committee determines that the Board should consider an
additional Trustee or Trustees, the Nominating Committee is charged with
identifying and evaluating potential Independent Trustee candidates with
experience, qualifications, attributes and skills contemplated by the
Nominating Committee Charter. From time to time, the Governance Committee also
has added as specific criteria experience or skills that the Governance
Committee believed, based on the then current composition and skills of the
Independent Trustees and experience or skills that may be appropriate in light
of anticipated retirements, changing business conditions and regulatory or
other developments, would maintain or enhance the effectiveness of the
Independent Trustees' oversight of the fund's affairs.
AUDIT COMMITTEE
David R. Bock (Chair), Benjamin M. Friedman and Marguerite A. Piret.
The Audit Committee, among other things, oversees the accounting and financial
reporting policies and practices of the fund, oversees the quality and
integrity of the fund's financial statements, approves, and recommends to the
Independent Trustees for their ratification, the engagement of the fund's
independent registered public accounting firm, reviews and evaluates the
accounting firm's qualifications, independence and performance, and approves
the compensation of the accounting firm. The Audit Committee also approves all
audit and permissible non-audit services provided to the fund by the fund's
accounting firm and all permissible non-audit services provided by the fund's
accounting firm to Pioneer and any affiliated service providers of the fund if
the engagement relates directly to the fund's operations and financial
reporting.
NOMINATING COMMITTEE
Mary K. Bush (Chair), Benjamin M. Friedman, Margaret B.W. Graham and Marguerite
A. Piret.
The Nominating Committee screens potential candidates for Independent Trustees.
The Nominating Committee does not have a formal policy for considering trustee
nominees submitted by the fund's shareholders. Nonetheless, the Nominating
Committee may, on an informal basis, consider any shareholder recommendations
of nominees that it receives. The Nominating Committee does not have specific,
minimum qualifications for nominees, nor has it established specific qualities
or skills that it regards as necessary for one or more of the Independent
Trustees to possess (other than qualities or skills that may be required by
applicable law or regulation). However, in evaluating a person as a potential
nominee to serve as an Independent Trustee, the Nominating Committee will
consider the following factors, among any others that it may deem relevant:
o whether the person has a reputation for integrity, honesty and adherence to
high ethical standards;
34
o whether the person has demonstrated business acumen and ability to exercise
sound judgment in matters that relate to the objectives of the fund and
whether the person is willing and able to contribute positively to the
decision-making process of the fund;
o whether the person has a commitment and ability to devote the necessary time
and energy to be an effective Independent Trustee, to understand the fund
and the responsibilities of a trustee of an investment company;
o whether the person has the ability to understand the sometimes conflicting
interests of the various constituencies of the fund and to act in the
interests of all shareholders; and
o whether the person has a conflict of interest that would impair his or her
ability to represent the interests of all shareholders and to fulfill the
responsibilities of a trustee.
POLICY ADMINISTRATION COMMITTEE
Mary K. Bush, Margaret B.W. Graham, and Thomas J. Perna (Chair).
The Policy Administration Committee, among other things, oversees and monitors
the fund's compliance with legal and regulatory requirements that are not
directly related to financial reporting, internal financial controls,
independent audits or the performance of the fund's internal audit function.
The Policy Administration Committee also oversees the adoption and
implementation of certain of the fund's policies and procedures.
VALUATION COMMITTEE
David R. Bock, Benjamin M. Friedman and Marguerite A. Piret (Chair).
The Valuation Committee, among other things, determines with Pioneer the value
of securities under certain circumstances and considers other matters with
respect to the valuation of securities, in each case in accordance with the
fund's valuation procedures.
OVERSIGHT OF RISK MANAGEMENT
Consistent with its responsibility for oversight of the fund in the interests
of shareholders, the Board of Trustees oversees risk management of the fund's
investment management and business operations. In performing this oversight
function, the Board considers various risks and risk management practices
relating to the fund. The Board has delegated certain aspects of its risk
oversight responsibilities to the committees.
The fund faces a number of risks, such as investment risk, counterparty risk,
valuation risk, enterprise risk, reputational risk, risk of operational failure
or lack of business continuity, and legal, compliance and regulatory risk. The
goal of risk management is to identify and address risks, i.e., events or
circumstances that could have material adverse effects on the business,
operations, shareholder services, investment performance or reputation of the
fund.
Most of the fund's investment management and business operations are carried
out by or through Pioneer, its affiliates, and other service providers, each of
which has an independent interest in risk management but whose policies and the
methods by which one or more risk management functions are carried out may
differ from the fund's and each other's in the setting of priorities, the
resources available or the effectiveness of relevant controls.
Under the overall supervision of the Board or the applicable committee of the
Board, the fund, or Pioneer and the affiliates of Pioneer or other service
providers to the fund employ a variety of processes, procedures and controls in
an effort to identify, address and mitigate risks. Different processes,
procedures and controls are employed with respect to different types of risks.
Various personnel, including the fund's and Pioneer's chief compliance officer
and Pioneer's chief risk officer and director of internal audit, as well as
various personnel of Pioneer, and of other service providers such as the fund's
independent registered public accounting firm, make periodic reports to the
applicable committee or to the Board with respect to various aspects of risk
management. The reports received by the Trustees related to risks typically are
summaries of relevant information. During the course of the most recent fiscal
year, the Trustees oversaw
35
the development of portfolio risk metrics designed to evaluate the relative
attribution risks in the funds versus those in an appropriate index. These
metrics are intended as a basis for risk assessment and may be used by the
portfolio manager of a fund in determining investment strategies for the fund.
These metrics will not, however, be effective in identifying all known or
unanticipated risks which could result in a decline in value of a fund.
The Trustees recognize that not all risks that may affect the fund can be
identified, that it may not be practical or cost-effective to eliminate or
mitigate certain risks, that it may be necessary to bear certain risks (such as
investment-related risks) to achieve the fund's goals, that the processes,
procedures and controls employed to address certain risks may be limited in
their effectiveness, and that some risks are simply beyond the control of the
fund or Pioneer and its affiliates or other service providers. As a result of
the foregoing and other factors, the fund's ability to manage risk is subject
to substantial limitations.
In addition, it is important to note that the fund is designed for investors
that are prepared to accept investment risk, including the possibility that as
yet unforeseen risks may emerge in the future.
COMPENSATION OF OFFICERS AND TRUSTEES
The fund pays no salaries or compensation to any of its officers. The Pioneer
Funds, including the fund, compensate their Trustees. The Independent Trustees
review and set their compensation annually, taking into consideration the
committee and other responsibilities assigned to specific Trustees. The table
under "Annual Fees, Expense and Other Information - Compensation of Officers
and Trustees" sets forth the compensation paid to each of the Trustees. The
compensation paid to the Trustees is then allocated among the funds as follows:
o each fund with assets less than $250 million pays each Independent Trustee an
annual fee of $1,000.
o the remaining compensation of the Independent Trustees is allocated to each
fund with assets greater than $250 million based on the fund's net assets.
o the Interested Trustees receive an annual fee of $500 from each fund, except
in the case of funds with net assets of $50 million or less, which pay each
Interested Trustee an annual fee of $200. Pioneer reimburses these funds for
the fees paid to the Interested Trustees.
See "Compensation of Officers and Trustees" in "Annual Fee, Expense and Other
Information."
SALES LOADS
The fund offers its shares to Trustees and officers of the fund and employees
of Pioneer and its affiliates without a sales charge in order to encourage
investment in the fund by individuals who are responsible for its management
and because the sales to such persons do not entail any sales effort by the
fund, brokers or other intermediaries.
OTHER INFORMATION
The Amended and Restated Agreement and Declaration of Trust provides that no
Trustee, officer or employee of the fund shall be liable to the fund or any
shareholder for any action, failure to act, error or mistake except in cases of
bad faith, willful misfeasance, gross negligence or reckless disregard of duty.
The Amended and Restated Agreement and Declaration of Trust requires the fund
to indemnify each Trustee, director, officer, employee and authorized agent to
the fullest extent permitted by law against liability and against all expenses
reasonably incurred or paid by him in connection with any claim, action, suit
or proceeding in which he becomes involved as a party or otherwise by virtue of
his being or having been such a Trustee, director, officer, employee, or agent
and against amounts paid or incurred by him in settlement thereof. The 1940 Act
currently provides that no officer or director shall be protected from
liability to the fund or shareholders for willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties of office. The Amended and
Restated Agreement and Declaration of Trust extends to Trustees, officers and
employees of the fund the full protection from liability that the law allows.
36
SHARE OWNERSHIP
See "Annual Fee, Expense and Other Information" for information on the
ownership of fund shares by the Trustees, the fund's officers and owners in
excess of 5% of any class of shares of the fund and a table indicating the
value of shares that each Trustee beneficially owns in the fund and in all the
Pioneer Funds.
PROXY VOTING POLICIES
Information regarding how the fund voted proxies relating to portfolio
securities during the most recent 12-month period ended June 30 is publicly
available to shareowners without charge at http://www.pioneerinvestments.com
and on the SEC's website at http://www.sec.gov. The fund's proxy voting
policies and procedures are attached as "Appendix B".
4. INVESTMENT ADVISER
The fund has entered into an amended and restated management agreement
(hereinafter, the "management contract") with Pioneer, effective July, 2009,
pursuant to which Pioneer acts as the fund's investment adviser. Pioneer is an
indirect, wholly owned subsidiary of UniCredit. Certain Trustees or officers of
the fund are also directors and/or officers of certain of UniCredit's
subsidiaries (see management biographies above). Pioneer has entered into an
agreement with its affiliate, Pioneer Investment Management Limited ("PIML"),
pursuant to which PIML provides certain services and personnel to Pioneer.
As the fund's investment adviser, Pioneer provides the fund with investment
research, advice and supervision and furnishes an investment program for the
fund consistent with the fund's investment objective and policies, subject to
the supervision of the fund's Trustees. Pioneer determines what portfolio
securities will be purchased or sold, arranges for the placing of orders for
the purchase or sale of portfolio securities, selects brokers or dealers to
place those orders, maintains books and records with respect to the fund's
securities transactions, and reports to the Trustees on the fund's investments
and performance.
The management contract will continue in effect from year to year provided such
continuance is specifically approved at least annually (i) by the Trustees of
the fund or by a majority of the outstanding voting securities of the fund (as
defined in the 1940 Act), and (ii) in either event, by a majority of the
Independent Trustees of the fund, with such Independent Trustees casting votes
in person at a meeting called for such purpose.
The management contract may be terminated without penalty by the Trustees of
the fund or by vote of a majority of the outstanding voting securities of the
fund on not more than 60 days' nor less than 30 days' written notice to
Pioneer, or by Pioneer on not less than 90 days' written notice to the fund,
and will automatically terminate in the event of its assignment (as defined in
the 1940 Act) by Pioneer. The management contract is not assignable by the fund
except with the consent of Pioneer.
The Trustees' approval of and the terms, continuance and termination of the
management contract are governed by the 1940 Act. Pursuant to the management
contract, Pioneer assumes no responsibility other than to render the services
called for under the management contract, in good faith, and Pioneer will not
be liable for any error of judgment or mistake of law or for any loss arising
out of any investment or for any act or omission in the execution of securities
or other transactions for the fund. Pioneer, however, is not protected against
liability by reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties or by reason of its reckless disregard of its
obligations and duties under the management contract. The management contract
requires Pioneer to furnish all necessary services, facilities and personnel in
connection with the performance of its services under the management contract,
and except as specifically stated therein, Pioneer is not responsible for any
of the fund's ordinary and extraordinary expenses.
ADVISORY FEE
As compensation for its management services and expenses incurred, the fund
pays Pioneer a fee at the annual rate of 0.625% of the fund's average daily net
assets up to $500 million, 0.60% of the next $500 million and 0.575% on assets
over $1 billion. The fee is accrued daily and paid monthly.
37
The fund acquired the assets and stated liabilities of Regions Morgan Keegan
Select Mid Cap Growth Fund (the "predecessor fund") on May 15, 2009. Morgan
Asset Management, Inc. ("MAM") served as the investment advisor to the
predecessor fund through May 15, 2009. The predecessor fund paid MAM management
fees equal to 0.75% of the predecessor fund's average daily net assets.
See the table in "Annual Fee, Expense and Other Information" for management
fees paid to Pioneer during recently completed fiscal years.
ADMINISTRATION AGREEMENT
The fund has entered into an amended and restated administration agreement with
Pioneer, effective July, 2009, pursuant to which Pioneer acts as the fund's
administrator, performing certain accounting, administration and legal services
for the fund. Pioneer is reimbursed for its cost of providing such services.
The cost of providing these services is based on direct costs and costs of
overhead, subject to review by the Board of Trustees. See "Annual Fee, Expense
and Other Information" for fees the fund paid to Pioneer for administration and
related services. In addition,Brown Brothers Harriman & Co. performs
certain sub-administration services to the fund pursuant to an agreement with
Pioneer and the fund.
Under the terms of the amended and restated administration agreement with the
fund, Pioneer pays or reimburses the fund for expenses relating to its services
for the fund, with the exception of the following, which are to be paid by the
fund: (a) charges and expenses for fund accounting, pricing and appraisal
services and related overhead, including, to the extent such services are
performed by personnel of Pioneer, or its affiliates, office space and
facilities and personnel compensation, training and benefits; (b) the charges
and expenses of auditors; (c) the charges and expenses of any custodian,
transfer agent, plan agent, dividend disbursing agent and registrar appointed
by the fund; (d) issue and transfer taxes, chargeable to the fund in connection
with securities transactions to which the fund is a party; (e) insurance
premiums, interest charges, dues and fees for membership in trade associations
and all taxes and corporate fees payable by the fund to federal, state or other
governmental agencies; (f) fees and expenses involved in registering and
maintaining registrations of the fund and/or its shares with federal regulatory
agencies, state or blue sky securities agencies and foreign jurisdictions,
including the preparation of prospectuses and statements of additional
information for filing with such regulatory authorities; (g) all expenses of
shareholders' and Trustees' meetings and of preparing, printing and
distributing prospectuses, notices, proxy statements and all reports to
shareholders and to governmental agencies; (h) charges and expenses of legal
counsel to the fund and the Trustees; (i) any distribution fees paid by the
fund in accordance with Rule 12b-1 promulgated by the SEC pursuant to the 1940
Act; (j) compensation of those Trustees of the fund who are not affiliated with
or interested persons of Pioneer, the fund (other than as Trustees), PIM-USA or
PFD; (k) the cost of preparing and printing share certificates; (l) interest on
borrowed money, if any; (m) fees payable by the fund under management
agreements and the administration agreement; and (n) extraordinary expenses.
The fund shall also assume and pay any other expense that the fund, Pioneer or
any other agent of the fund may incur not listed above that is approved by the
Board of Trustees (including a majority of the Independent Trustees) as being
an appropriate expense of the fund. The fund shall pay all fees and expenses to
be paid by the fund under the sub-administration agreement with Brown Brothers
Harriman & Co. In addition, the fund shall pay all brokers' and underwriting
commissions chargeable to the fund in connection with securities transactions
to which the fund is a party.
POTENTIAL CONFLICTS OF INTEREST
The fund is managed by Pioneer, which also serves as investment adviser to
other Pioneer mutual funds and other accounts (including separate accounts and
unregistered products) with investment objectives identical or similar to those
of the fund. Securities frequently meet the investment objectives of the fund,
the other Pioneer mutual funds and such other accounts. In such cases, the
decision to recommend a purchase to one fund or account rather than another is
based on a number of factors. The determining factors in most cases are the
amount of securities of the issuer then outstanding, the value of those
38
securities and the market for them. Other factors considered in the investment
recommendations include other investments which each fund or account presently
has in a particular industry and the availability of investment funds in each
fund or account.
It is possible that at times identical securities will be held by more than one
fund and/or account. However, positions in the same issue may vary and the
length of time that any fund or account may choose to hold its investment in
the same issue may likewise vary. To the extent that more than one of the
Pioneer mutual funds or a private account managed by Pioneer seeks to acquire
the same security at about the same time, the fund may not be able to acquire
as large a position in such security as it desires or it may have to pay a
higher price for the security. Similarly, the fund may not be able to obtain as
large an execution of an order to sell or as high a price for any particular
portfolio security if Pioneer decides to sell on behalf of another account the
same portfolio security at the same time. On the other hand, if the same
securities are bought or sold at the same time by more than one fund or
account, the resulting participation in volume transactions could produce
better executions for the fund. In the event more than one account purchases or
sells the same security on a given date, the purchases and sales will normally
be made as nearly as practicable on a pro rata basis in proportion to the
amounts desired to be purchased or sold by each account. Although the other
Pioneer mutual funds may have the same or similar investment objectives and
policies as the fund, their portfolios do not generally consist of the same
investments as the fund or each other, and their performance results are likely
to differ from those of the fund.
PERSONAL SECURITIES TRANSACTIONS
The fund, Pioneer, and PFD have adopted a code of ethics under Rule 17j-1 under
the 1940 Act which is applicable to officers, trustees/directors and designated
employees of Pioneer and certain of Pioneer's affiliates. The code permits such
persons to engage in personal securities transactions for their own accounts,
including securities that may be purchased or held by the fund, and is designed
to prescribe means reasonably necessary to prevent conflicts of interest from
arising in connection with personal securities transactions. The code is on
public file with and available from the SEC.
5. PRINCIPAL UNDERWRITER AND DISTRIBUTION PLAN
PRINCIPAL UNDERWRITER
PFD, 60 State Street, Boston, Massachusetts 02109, is the principal underwriter
for the fund in connection with the continuous offering of its shares. PFD is
an indirect wholly owned subsidiary of PIM-USA.
The fund entered into an underwriting agreement with PFD which provides that
PFD will bear expenses for the distribution of the fund's shares, except for
expenses incurred by PFD for which it is reimbursed or compensated by the fund
under the distribution plan (discussed below). PFD bears all expenses it incurs
in providing services under the underwriting agreement. Such expenses include
compensation to its employees and representatives and to securities dealers for
distribution-related services performed for the fund. PFD also pays certain
expenses in connection with the distribution of the fund's shares, including
the cost of preparing, printing and distributing advertising or promotional
materials, and the cost of printing and distributing prospectuses and
supplements to prospective shareholders. The fund bears the cost of registering
its shares under federal and state securities law and the laws of certain
non-U.S. countries. Under the underwriting agreement, PFD will use its best
efforts in rendering services to the fund.
See "Sales Charges" for the schedule of initial sales charge reallowed to
dealers as a percentage of the offering price of the fund's Class A shares.
See the tables under "Annual Fee, Expense and Other Information" for
commissions retained by PFD and reallowed to dealers in connection with PFD's
offering of the fund's Class A and Class C shares during recently completed
fiscal years.
39
The fund will not generally issue fund shares for consideration other than
cash. At the fund's sole discretion, however, it may issue fund shares for
consideration other than cash in connection with a bona fide reorganization,
statutory merger or other acquisition of portfolio securities.
It is the fund's general practice to repurchase its shares of beneficial
interest for cash consideration in any amount; however, the redemption price of
shares of the fund may, at Pioneer's discretion, be paid in portfolio
securities. The fund has elected to be governed by Rule 18f-1 under the 1940
Act pursuant to which the fund is obligated to redeem shares solely in cash up
to the lesser of $250,000 or 1% of the fund's net asset value during any 90-day
period for any one shareholder. Should the amount of redemptions by any
shareholder exceed such limitation, the fund will have the option of redeeming
the excess in cash or portfolio securities. In the latter case, the securities
are taken at their value employed in determining the fund's net asset value.
You may incur additional costs, such as brokerage fees and taxes, and risks,
including a decline in the value of the securities you receive, if the fund
makes an in-kind distribution.
DISTRIBUTION PLAN
The fund has adopted a distribution plan (the "Distribution Plan") pursuant to
Rule 12b-1 under the 1940 Act with respect to its Class A and Class C shares.
The fund has not adopted a Distribution Plan with respect to its Class Y
shares.
For each Class that has adopted a Distribution Plan, fees under the
Distribution Plan may be used to make payments to one or more principal
underwriters, broker-dealers, financial intermediaries (which may include
banks) and other parties that enter into a distribution, selling or service
agreement with respect to the shares of such Class (each of the foregoing, a
"Service Party"). The fund, its principal underwriter or other parties also may
incur expenses in connection with the distribution or marketing and sales of
the fund's shares that may be paid or reimbursed by the fund. The aggregate
amount in respect of such fees and expenses with respect to each Class shall be
the amount calculated at a percentage per annum of the average daily net assets
attributable to such Class as set forth below:
APPLICABLE PERCENTAGE
CLASS PER ANNUM
--------- ----------------------
Class A 0.25%
--------- ----
Class C 1.00%
--------- ----
Payments are made under the Distribution Plan for distribution services and
other activities in respect of the sale of shares of the fund and to make
payments for advertising, marketing or other promotional activity, and for
preparation, printing, and distribution of prospectuses, statements of
additional information and reports for recipients other than regulators and
existing shareholders. The fund also may make payments to Service Parties under
the Distribution Plan for providing personal service or the maintenance of
shareholder accounts. The amounts paid to each recipient may vary based upon
certain factors, including, among other things, the levels of sales of fund
shares and/or shareholder services provided; provided, however, that the fees
paid to a recipient with respect to a particular Class that may be used to
cover expenses primarily intended to result in the sale of shares of that
Class, or that may be used to cover expenses primarily intended for personal
service and/or maintenance of shareholder accounts, may not exceed the maximum
amounts, if any, as may from time to time be permitted for such services under
the Financial Industry Regulatory Authority ("FINRA") Conduct Rule 2830 or any
successor rule, in each case as amended or interpreted by FINRA.
The Distribution Plan also provides that the Service Parties may receive all or
a portion of any sales charges paid by investors.
The Distribution Plan permits the fund to pay fees to the Service Parties as
compensation for their services, not as reimbursement for specific expenses
incurred. Thus, even if their expenses exceed the fees provided for by the
Distribution Plan, the fund will not be obligated to pay more than those fees
and, if their expenses are less than the fees paid to them, they will realize a
profit. The fund may pay the fees
40
to the Service Parties until the Distribution Plan or any related distribution
agreement is terminated or not renewed. In that event, a Service Party's
expenses in excess of fees received or accrued through the termination date
will be such Service Party's sole responsibility and not obligations of the
fund. In their annual consideration of the continuation of the Distribution
Plan for the fund, the Trustees will review the Distribution Plan and the
expenses for each Class within the fund separately. The fund may participate in
joint distribution activities with other Pioneer funds. The costs associated
with such joint distribution activities are allocated to a fund based on the
number of shares sold.
The Distribution Plan also recognizes that Pioneer, PFD or any other Service
Party may make payments for distribution-related expenses out of its own
resources, including past profits, or payments received from the fund for other
purposes, such as management fees, and that the Service Parties may from time
to time use their own resources for distribution-related services, in addition
to the fees paid under the Distribution Plan. The Distribution Plan
specifically provides that, to the extent that such payments might be deemed to
be indirect financing of any activity primarily intended to result in the sale
of shares of the fund within the context of Rule 12b-1, then the payments are
deemed to be authorized by the Distribution Plan but not subject to the maximum
amounts set forth above.
Under its terms, the Distribution Plan continues in effect for one year and
thereafter for successive annual periods, provided such continuance is
specifically approved at least annually by vote of the Board, including a
majority of the Independent Trustees who have no direct or indirect financial
interest in the operation of the Distribution Plan. The Distribution Plan may
not be amended to increase materially the amount of the service and
distribution fees without shareholder approval, and all material amendments of
the Distribution Plan also must be approved by the Trustees, including all of
the Independent Trustees, in the manner described above. The Distribution Plan
may be terminated with respect to a Class of the fund at any time, without
penalty, by vote of a majority of the Independent Trustees or by vote of a
majority of the outstanding voting securities of such Class of the fund (as
defined in the 1940 Act).
See "Annual Fee, Expense and Other Information" for fund expenses under the
Class A Plan, Class B Plan, Class C Plan and CDSCs paid to PFD for the most
recently completed fiscal year.
Upon redemption, Class A shares may be subject to a 1% CDSC, Class B shares are
subject to a CDSC at a rate declining from a maximum 4% Class C shares may be
subject to a 1% CDSC, of the lower of the cost or market value of the shares
and. Class Y and Class Z shares are not subject to a CDSC.
CLASS C SHARES
PFD will advance to dealers the first-year service fee at a rate equal to 0.25%
of the amount invested. As compensation therefor, PFD may retain the service
fee paid by the fund with respect to such shares for the first year after
purchase. Commencing in the 13th month following the purchase of Class C
shares, dealers will become eligible for additional annual distribution fees
and service fees of up to 0.75% and 0.25%, respectively, of the net asset value
of such shares. Dealers may from time to time be required to meet certain other
criteria in order to receive service fees.
6. SHAREHOLDER SERVICING/TRANSFER AGENT
The fund has contracted with PIMSS, 60 State Street, Boston, Massachusetts
02109, to act as shareholder servicing and transfer agent for the fund.
Under the terms of its contract with the fund, PIMSS services shareholder
accounts, and its duties include: (i) processing sales, redemptions and
exchanges of shares of the fund; (ii) distributing dividends and capital gains
associated with the fund's portfolio; and (iii) maintaining account records and
responding to shareholder inquiries.
41
PIMSS receives an annual fee of $24.75 for each shareholder account from the
fund as compensation for the services described above. PIMSS is also reimbursed
by the fund for its cash out-of-pocket expenditures. The fund may compensate
entities which have agreed to provide certain sub-accounting services such as
specific transaction processing and recordkeeping services. Any such payments
by the fund would be in lieu of the per account fee which would otherwise be
paid by the fund to PIMSS.
7. CUSTODIAN AND SUB-ADMINISTRATOR
Brown Brothers Harriman & Co. ("BBH"), 40 Water Street, Boston, Massachusetts
02109, is the custodian of the fund's assets. The custodian's responsibilities
include safekeeping and controlling the fund's cash and securities, handling
the receipt and delivery of securities, and collecting interest and dividends
on the fund's investments.
Effective March 5, 2012, BBH also performs certain fund accounting and fund
administration services for the Pioneer Fund complex, including the fund. For
performing such services, BBH receives fees based on complex-wide assets. No
sub-administration fees were paid by the fund during recently completed fiscal
years.
8. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ernst & Young LLP, 200 Clarendon Street, Boston, Massachusetts 02116-5072, the
fund's independent registered public accounting firm, provides audit services,
tax return review services, and assistance and consultation with respect to
filings with the SEC.
9. PORTFOLIO MANAGEMENT
ADDITIONAL INFORMATION ABOUT THE PORTFOLIO MANAGER
OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGER
The table below indicates, for the portfolio manager of the fund, information
about the accounts other than the fund over which the portfolio manager has
day-to-day investment responsibility. All information on the number of accounts
and total assets in the table is as of November 30, 2011. For purposes of the
table, "Other Pooled Investment Vehicles" may include investment partnerships,
undertakings for collective investments in transferable securities ("UCITS")
and other non-U.S. investment funds and group trusts, and "Other Accounts" may
include separate accounts for institutions or individuals, insurance company
general or separate accounts, pension funds and other similar institutional
accounts but generally do not include the portfolio manager's personal
investment accounts or those which the manager may be deemed to own
beneficially under the code of ethics. Certain funds and other accounts managed
by the portfolio manager may have substantially similar investment strategies.
NUMBER OF ASSETS
ACCOUNTS MANAGED
MANAGED FOR FOR WHICH
WHICH ADVISORY ADVISORY
NAME OF NUMBER OF FEE IS FEE IS
PORTFOLIO ACCOUNTS TOTAL ASSETS PERFORMANCE- PERFORMANCE-
MANAGER TYPE OF ACCOUNT MANAGED MANAGED BASED BASED
------------- ---------------------- ----------- -------------- ---------------- -------------
Ken Winston Other Registered
Investment Companies 0 $0 N/A N/A
Other Pooled
Investment Vehicles 0 $0 N/A N/A
Other Accounts 0 $0 N/A N/A
------------- ---------------------- ----------- -- ---------------- -------------
42
POTENTIAL CONFLICTS OF INTEREST
When a portfolio manager is responsible for the management of more than one
account, the potential arises for the portfolio manager to favor one account
over another. The principal types of potential conflicts of interest that may
arise are discussed below. For the reasons outlined below, Pioneer does not
believe that any material conflicts are likely to arise out of a portfolio
manager's responsibility for the management of the fund as well as one or more
other accounts. Although Pioneer has adopted procedures that it believes are
reasonably designed to detect and prevent violations of the federal securities
laws and to mitigate the potential for conflicts of interest to affect its
portfolio management decisions, there can be no assurance that all conflicts
will be identified or that all procedures will be effective in mitigating the
potential for such risks. Generally, the risks of such conflicts of interest
are increased to the extent that a portfolio manager has a financial incentive
to favor one account over another. Pioneer has structured its compensation
arrangements in a manner that is intended to limit such potential for conflicts
of interest. See "Compensation of Portfolio Managers" below.
o A portfolio manager could favor one account over another in allocating new
investment opportunities that have limited supply, such as initial public
offerings and private placements. If, for example, an initial public
offering that was expected to appreciate in value significantly shortly
after the offering was allocated to a single account, that account may be
expected to have better investment performance than other accounts that did
not receive an allocation of the initial public offering. Generally,
investments for which there is limited availability are allocated based upon
a range of factors including available cash and consistency with the
accounts' investment objectives and policies. This allocation methodology
necessarily involves some subjective elements but is intended over time to
treat each client in an equitable and fair manner. Generally, the investment
opportunity is allocated among participating accounts on a pro rata basis.
Although Pioneer believes that its practices are reasonably designed to
treat each client in an equitable and fair manner, there may be instances
where a fund may not participate, or may participate to a lesser degree than
other clients, in the allocation of an investment opportunity.
o A portfolio manager could favor one account over another in the order in
which trades for the accounts are placed. If a portfolio manager determines
to purchase a security for more than one account in an aggregate amount that
may influence the market price of the security, accounts that purchased or
sold the security first may receive a more favorable price than accounts
that made subsequent transactions. The less liquid the market for the
security or the greater the percentage that the proposed aggregate purchases
or sales represent of average daily trading volume, the greater the
potential for accounts that make subsequent purchases or sales to receive a
less favorable price. When a portfolio manager intends to trade the same
security on the same day for more than one account, the trades typically are
"bunched," which means that the trades for the individual accounts are
aggregated and each account receives the same price. There are some types of
accounts as to which bunching may not be possible for contractual reasons
(such as directed brokerage arrangements). Circumstances may also arise
where the trader believes that bunching the orders may not result in the
best possible price. Where those accounts or circumstances are involved,
Pioneer will place the order in a manner intended to result in as favorable
a price as possible for such client.
o A portfolio manager could favor an account if the portfolio manager's
compensation is tied to the performance of that account to a greater degree
than other accounts managed by the portfolio manager. If, for example, the
portfolio manager receives a bonus based upon the performance of certain
accounts relative to a benchmark while other accounts are disregarded for
this purpose, the portfolio manager will have a financial incentive to seek
to have the accounts that determine the portfolio manager's bonus achieve
the best possible performance to the possible detriment of other accounts.
Similarly, if Pioneer receives a performance-based advisory fee, the
portfolio manager may favor that account, whether or not the performance of
that account directly determines the portfolio manager's compensation.
43
o A portfolio manager could favor an account if the portfolio manager has a
beneficial interest in the account, in order to benefit a large client or to
compensate a client that had poor returns. For example, if the portfolio
manager held an interest in an investment partnership that was one of the
accounts managed by the portfolio manager, the portfolio manager would have
an economic incentive to favor the account in which the portfolio manager
held an interest.
o If the different accounts have materially and potentially conflicting
investment objectives or strategies, a conflict of interest could arise. For
example, if a portfolio manager purchases a security for one account and
sells the same security for another account, such trading pattern may
disadvantage either the account that is long or short. In making portfolio
manager assignments, Pioneer seeks to avoid such potentially conflicting
situations. However, where a portfolio manager is responsible for accounts
with differing investment objectives and policies, it is possible that the
portfolio manager will conclude that it is in the best interest of one
account to sell a portfolio security while another account continues to hold
or increase the holding in such security.
COMPENSATION OF PORTFOLIO MANAGER
Pioneer has adopted a system of compensation for portfolio managers that seeks
to align the financial interests of the portfolio managers with those of
shareholders of the accounts (including Pioneer funds) the portfolio managers
manage, as well as with the financial performance of Pioneer. The compensation
program for all Pioneer portfolio managers includes a base salary (determined
by the rank and tenure of the employee) and an annual bonus program, as well as
customary benefits that are offered generally to all full-time employees. Base
compensation is fixed and normally reevaluated on an annual basis. Pioneer
seeks to set base compensation at market rates, taking into account the
experience and responsibilities of the portfolio manager. The bonus plan is
intended to provide a competitive level of annual bonus compensation that is
tied to the portfolio manager achieving superior investment performance and
align the interests of the investment professional with those of shareholders,
as well as with the financial performance of Pioneer. Any bonus under the plan
is completely discretionary, with a maximum annual bonus that may be in excess
of base salary. The annual bonus is based upon a combination of the following
factors:
o QUANTITATIVE INVESTMENT PERFORMANCE. The quantitative investment performance
calculation is based on pre-tax investment performance of all of the
accounts managed by the portfolio manager (which includes the fund and any
other accounts managed by the portfolio manager) over a one-year period (20%
weighting) and four-year period (80% weighting), measured for periods ending
on December 31. The accounts, which include the fund, are ranked against a
group of mutual funds with similar investment objectives and investment
focus (60%) and a broad-based securities market index measuring the
performance of the same type of securities in which the accounts invest
(40%), which, in the case of the fund, is the Russell Midcap Growth Index.
As a result of these two benchmarks, the performance of the portfolio
manager for compensation purposes is measured against the criteria that are
relevant to the portfolio manager's competitive universe.
o QUALITATIVE PERFORMANCE. The qualitative performance component with respect
to all of the accounts managed by the portfolio manager includes objectives,
such as effectiveness in the areas of teamwork, leadership, communications
and marketing, that are mutually established and evaluated by each portfolio
manager and management.
o PIONEER RESULTS AND BUSINESS LINE RESULTS. Pioneer's financial performance,
as well as the investment performance of its investment management group,
affect a portfolio manager's actual bonus by a leverage factor of plus or
minus (+/-) a predetermined percentage.
The quantitative and qualitative performance components comprise 80% and 20%,
respectively, of the overall bonus calculation (on a pre-adjustment basis). A
portion of the annual bonus is deferred for a specified period and may be
invested in one or more Pioneer funds.
44
Certain portfolio managers may participate in other programs designed to reward
and retain key contributors. Senior executives or other key employees may be
granted performance units based on the stock price performance of UniCredit and
the financial performance of Pioneer Global Asset Management S.p.A., which are
affiliates of Pioneer. Portfolio managers also may participate in a deferred
compensation program, whereby deferred amounts are invested in one or more
Pioneer funds.
SHARE OWNERSHIP BY PORTFOLIO MANAGER
The following table indicates as of November 30, 2011 the value, within the
indicated range, of shares beneficially owned by the portfolio manager of the
fund.
BENEFICIAL OWNERSHIP
NAME OF PORTFOLIO MANAGER OF THE FUND*
--------------------------- ---------------------
Ken Winston D
--------------------------- ---------------------
--------------------------- ---------------------
* Key to Dollar Ranges
A. None
B. $1 - $10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. $100,001 - $500,000
F. $500,001 - $1,000,000
G. Over $1,000,000
10. PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of the fund by Pioneer pursuant to authority contained in the fund's
management contract. Pioneer seeks to obtain overall best execution on
portfolio trades. The price of securities and any commission rate paid are
always factors, but frequently not the only factors, in judging best execution.
In selecting brokers or dealers, Pioneer considers various relevant factors,
including, but not limited to, the size and type of the transaction; the nature
and character of the markets for the security to be purchased or sold; the
execution efficiency, settlement capability and financial condition of the
dealer; the dealer's execution services rendered on a continuing basis; and the
reasonableness of any dealer spreads. Transactions in non-U.S. equity
securities are executed by broker-dealers in non-U.S. countries in which
commission rates may not be negotiable (as such rates are in the U.S.).
Pioneer may select broker-dealers that provide brokerage and/or research
services to the fund and/or other investment companies or other accounts
managed by Pioneer over which it or its affiliates exercise investment
discretion. In addition, consistent with Section 28(e) of the Securities
Exchange Act of 1934, as amended, if Pioneer determines in good faith that the
amount of commissions charged by a broker-dealer is reasonable in relation to
the value of the brokerage and research services provided by such broker, the
fund may pay commissions to such broker-dealer in an amount greater than the
amount another firm may charge. Such services may include advice concerning the
value of securities; the advisability of investing in, purchasing or selling
securities; the availability of securities or the purchasers or sellers of
securities; providing stock quotation services, credit rating service
information and comparative fund statistics; furnishing analyses, electronic
information services, manuals and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy, and performance of
accounts and particular investment decisions; and effecting securities
transactions and performing functions incidental thereto (such as clearance and
settlement). Pioneer maintains a listing of broker-dealers who provide such
services on a regular basis. However, because many transactions on behalf of
the fund and other investment companies or accounts managed by Pioneer are
placed with
45
broker-dealers (including broker-dealers on the listing) without regard to the
furnishing of such services, it is not possible to estimate the proportion of
such transactions directed to such dealers solely because such services were
provided. Pioneer believes that no exact dollar value can be calculated for
such services.
The research received from broker-dealers may be useful to Pioneer in rendering
investment management services to the fund as well as other investment
companies or other accounts managed by Pioneer, although not all such research
may be useful to the fund. Conversely, such information provided by brokers or
dealers who have executed transaction orders on behalf of such other accounts
may be useful to Pioneer in carrying out its obligations to the fund. The
receipt of such research enables Pioneer to avoid the additional expenses which
might otherwise be incurred if it were to attempt to develop comparable
information through its own staff.
The fund may participate in third-party brokerage and/or expense offset
arrangements to reduce the fund's total operating expenses. Pursuant to
third-party brokerage arrangements, the fund may incur lower expenses by
directing brokerage to third-party broker-dealers which have agreed to use part
of their commission to pay the fund's fees to service providers unaffiliated
with Pioneer or other expenses. Since the commissions paid to the third party
brokers reflect a commission cost that the fund would generally expect to incur
on its brokerage transactions but not necessarily the lowest possible
commission, this arrangement is intended to reduce the fund's operating
expenses without increasing the cost of its brokerage commissions. Since use of
such directed brokerage is subject to the requirement to achieve best execution
in connection with the fund's brokerage transactions, there can be no assurance
that such arrangements will be utilized. Pursuant to expense offset
arrangements, the fund may incur lower transfer agency expenses due to interest
earned on cash held with the transfer agent. See "Financial highlights" in the
prospectus.
See the table in "Annual Fee, Expense and Other Information" for aggregate
brokerage and underwriting commissions paid by the fund in connection with its
portfolio transactions during recently completed fiscal years. The Board of
Trustees periodically reviews Pioneer's performance of its responsibilities in
connection with the placement of portfolio transactions on behalf of the fund.
11. DESCRIPTION OF SHARES
As an open-end management investment company, the fund continuously offers its
shares to the public and under normal conditions must redeem its shares upon
the demand of any shareholder at the next determined net asset value per share
less any applicable CDSC. See "Sales Charges." When issued and paid for in
accordance with the terms of the prospectus and statement of additional
information, shares of the fund are fully paid and non-assessable. Shares will
remain on deposit with the fund's transfer agent and certificates will not
normally be issued.
The fund is a series of Pioneer Series Trust I, a Delaware statutory trust. The
Trustees have authorized the issuance of the following classes of shares of the
fund, designated as Class A, Class C and Class Y shares. Each share of a class
of the fund represents an equal proportionate interest in the assets of the
fund allocable to that class. Upon liquidation of the fund, shareholders of
each class of the fund are entitled to share pro rata in the fund's net assets
allocable to such class available for distribution to shareholders. The Trust
reserves the right to create and issue additional series or classes of shares,
in which case the shares of each class of a series would participate equally in
the earnings, dividends and assets allocable to that class of the particular
series.
The shares of each class represent an interest in the same portfolio of
investments of the fund. Each class has identical rights (based on relative net
asset values) to assets and liquidation proceeds. Share classes can bear
different class-specific fees and expenses such as transfer agent and
distribution fees.
46
Differences in class-specific fees and expenses will result in differences in
net investment income and, therefore, the payment of different dividends by
each class. Share classes have exclusive voting rights with respect to matters
affecting only that class, including with respect to the distribution plan for
that class.
THE TRUST
The Trust's operations are governed by the Amended and Restated Agreement and
Declaration of Trust, dated as of July 1, 2008 (referred to in this section as
the declaration). A copy of the Trust's Certificate of Trust dated as of July
30, 2003, as amended, is on file with the office of the Secretary of State of
Delaware.
Delaware law provides a statutory framework for the powers, duties, rights and
obligations of the board (referred to in this section as the trustees) and
shareholders of the Delaware statutory trust, while the more specific powers,
duties, rights and obligations of the trustees and the shareholders are
determined by the trustees as set forth in the declaration. Some of the more
significant provisions of the declaration are described below.
SHAREHOLDER VOTING
The declaration provides for shareholder voting as required by the 1940 Act or
other applicable laws but otherwise permits, consistent with Delaware law,
actions by the trustees without seeking the consent of shareholders. The
trustees may, without shareholder approval, where approval of shareholders is
not otherwise required under the 1940 Act, merge or consolidate the Trust into
other entities, reorganize the Trust or any series or class into another trust
or entity or a series or class of another entity, sell the assets of the Trust
or any series or class to another entity, or a series or class of another
entity, or terminate the Trust or any series or class.
The fund is not required to hold an annual meeting of shareholders, but the
fund will call special meetings of shareholders whenever required by the 1940
Act or by the terms of the declaration. The declaration gives the board the
flexibility to specify either per share voting or dollar-weighted voting. Under
per share voting, each share of the fund is entitled to one vote. Under
dollar-weighted voting, a shareholder's voting power is determined, not by the
number of shares the shareholder owns, but by the dollar value of those shares
determined on the record date. All shareholders of all series and classes of
the Trust vote together, except where required by the 1940 Act to vote
separately by series or by class, or when the trustees have determined that a
matter affects only the interests of one or more series or classes of shares.
ELECTION AND REMOVAL OF TRUSTEES
The declaration provides that the trustees may establish the number of trustees
and that vacancies on the board may be filled by the remaining trustees, except
when election of trustees by the shareholders is required under the 1940 Act.
Trustees are then elected by a plurality of votes cast by shareholders at a
meeting at which a quorum is present. The declaration also provides that a
mandatory retirement age may be set by action of two-thirds of the trustees and
that trustees may be removed at any time or for any reason by a majority of the
board or by a majority of the outstanding shareholders of the Trust.
AMENDMENTS TO THE DECLARATION
The trustees are authorized to amend the declaration without the vote of
shareholders, but no amendment may be made that impairs the exemption from
personal liability granted in the declaration to persons who are or have been
shareholders, trustees, officers or, employees of the trust or that limit the
rights to indemnification or insurance provided in the declaration with respect
to actions or omissions of persons entitled to indemnification under the
declaration prior to the amendment.
47
ISSUANCE AND REDEMPTION OF SHARES
The fund may issue an unlimited number of shares for such consideration and on
such terms as the trustees may determine. Shareholders are not entitled to any
appraisal, preemptive, conversion, exchange or similar rights, except as the
trustees may determine. The fund may involuntarily redeem a shareholder's
shares upon certain conditions as may be determined by the trustees, including,
for example, if the shareholder fails to provide the fund with identification
required by law, or if the fund is unable to verify the information received
from the shareholder. Additionally, as discussed below, shares may be redeemed
in connection with the closing of small accounts.
DISCLOSURE OF SHAREHOLDER HOLDINGS
The declaration specifically requires shareholders, upon demand, to disclose to
the fund information with respect to the direct and indirect ownership of
shares in order to comply with various laws or regulations, and the fund may
disclose such ownership if required by law or regulation.
SMALL ACCOUNTS
The declaration provides that the fund may close out a shareholder's account by
redeeming all of the shares in the account if the account falls below a minimum
account size (which may vary by class) that may be set by the trustees from
time to time. Alternately, the declaration permits the fund to assess a fee for
small accounts (which may vary by class) and redeem shares in the account to
cover such fees, or convert the shares into another share class that is geared
to smaller accounts.
SERIES AND CLASSES
The declaration provides that the trustees may establish series and classes in
addition to those currently established and to determine the rights and
preferences, limitations and restrictions, including qualifications for
ownership, conversion and exchange features, minimum purchase and account size,
expenses and charges, and other features of the series and classes. The
trustees may change any of those features, terminate any series or class,
combine series with other series in the trust, combine one or more classes of a
series with another class in that series or convert the shares of one class
into another class.
Each share of the fund, as a series of the Trust, represents an interest in the
fund only and not in the assets of any other series of the Trust.
SHAREHOLDER, TRUSTEE AND OFFICER LIABILITY
The declaration provides that shareholders are not personally liable for the
obligations of the fund and requires a fund to indemnify a shareholder against
liability arising solely from the shareholder's ownership of shares in the
fund. In addition, the fund will assume the defense of any claim against a
shareholder for personal liability at the request of the shareholder. The
declaration further provides that no trustee, officer or employee of the fund
shall be liable to the fund or any shareholder for any action, failure to act,
error or mistake except in cases of bad faith, willful misfeasance, gross
negligence or reckless disregard of duty. The declaration requires the fund to
indemnify each trustee, director, officer, employee and authorized agent to the
fullest extent permitted by law against liability and against all expenses
reasonably incurred or paid by him in connection with any claim, action, suit
or proceeding in which he becomes involved as a party or otherwise by virtue of
his being or having been such a trustee, director, officer, employee, or agent
and against amounts paid or incurred by him in settlement thereof. The 1940 Act
currently provides that no officer or director shall be protected from
liability to the fund or shareholders for willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties of office. The declaration
extends to trustees, officers and employees of the fund the full protection
from liability that the law allows.
48
The declaration provides that the appointment, designation or identification of
a trustee as chairperson, a member of a committee, an expert, lead independent
trustee, or any other special appointment, designation or identification shall
not impose any heightened standard of care or liability on such trustee.
DERIVATIVE ACTIONS
The declaration provides a detailed process for the bringing of derivative
actions by shareholders in order to permit legitimate inquiries and claims
while avoiding the time, expense, distraction, and other harm that can be
caused to the fund or its shareholders as a result of spurious shareholder
demands and derivative actions. Prior to bringing a derivative action, a demand
by three unrelated shareholders must first be made on the fund's trustees. The
declaration details various information, certifications, undertakings and
acknowledgements that must be included in the demand. Following receipt of the
demand, the trustees have a period of 90 days, which may be extended by an
additional 60 days, to consider the demand. If a majority of the trustees who
are considered independent for the purposes of considering the demand determine
that maintaining the suit would not be in the best interests of the fund, the
trustees are required to reject the demand and the complaining shareholders may
not proceed with the derivative action unless the shareholders are able to
sustain the burden of proof to a court that the decision of the trustees not to
pursue the requested action was not a good faith exercise of their business
judgment on behalf of the fund. The declaration further provides that
shareholders owning shares representing at least 10% of the voting power of the
affected fund must join in bringing the derivative action. If a demand is
rejected, the complaining shareholders will be responsible for the costs and
expenses (including attorneys' fees) incurred by the fund in connection with
the consideration of the demand, if in the judgment of the independent
trustees, the demand was made without reasonable cause or for an improper
purpose. If a derivative action is brought in violation of the declaration, the
shareholders bringing the action may be responsible for the fund's costs,
including attorneys' fees.
The declaration further provides that the fund shall be responsible for payment
of attorneys' fees and legal expenses incurred by a complaining shareholder
only if required by law, and any attorneys' fees that the fund is obligated to
pay shall be calculated using reasonable hourly rates. The declaration also
requires that actions by shareholders against the fund be brought only in
federal court in Boston, Massachusetts, or if not permitted to be brought in
federal court, then in state court in Boston, Massachusetts, and that
shareholders have no right to jury trial for such actions.
12. SALES CHARGES
The fund continuously offers the following classes of shares: Class A, Class C
and Class Y shares, as described in the prospectus. The fund offers its shares
at a reduced sales charge to investors who meet certain criteria that permit
the fund's shares to be sold with low distribution costs. These criteria are
described below or in the prospectus.
CLASS A SHARE SALES CHARGES
You may buy Class A shares at the public offering price, including a sales
charge, as follows:
SALES CHARGE AS A % OF
--------------------------------------
OFFERING NET AMOUNT DEALER
AMOUNT OF PURCHASE PRICE INVESTED REALLOWANCE
--------------------------------- ---------- ------------ ------------
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 or more 0.00 0.00 see below
--------------------------------- ---- ---- ------------
49
The schedule of sales charges above is applicable to purchases of Class A
shares of the fund by (i) an individual, (ii) an individual and 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
Sections 401 or 408 of the Code although more than one beneficiary is involved.
The sales charges applicable to a current purchase of Class A shares of the
fund by a person listed above is determined by adding the value of shares to be
purchased to the aggregate value (at the then current offering price) of shares
of any of the other Pioneer mutual funds previously purchased and then owned,
provided PFD is notified by such person or his or her broker-dealer each time a
purchase is made which would qualify. Pioneer mutual funds include all mutual
funds for which PFD serves as principal underwriter. At the sole discretion of
PFD, holdings of funds domiciled outside the U.S., but which are managed by
affiliates of Pioneer, may be included for this purpose.
No sales charge is payable at the time of purchase on investments of $500,000
or more, or for purchases by participants in employer-sponsored retirement
plans described below subject to a CDSC of 1% which may be imposed in the event
of a redemption of Class A shares within 12 months of purchase. PFD may, in its
discretion, pay a commission to broker-dealers who initiate and are responsible
for such purchases as follows:
1.00% Up to $4 million
---- ---------------------------------
Greater than $4 million and less
0.50% than or equal to $50 million
---- ---------------------------------
0.25% Over $50 million
---- ---------------------------------
Commissions are based on cumulative investments in Class A shares of the
Pioneer funds. 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 Class A share
purchases at net asset value by employer-sponsored retirement plans with at
least $500,000 in total plan assets (or that has 1,000 or more eligible
participants for employer-sponsored retirement plans with accounts established
with Pioneer on or before March 31, 2004) will be required to return any
commissions paid or a pro rata portion thereof if the retirement plan redeems
its shares within 12 months of purchase.
LETTER OF INTENT ("LOI")
Reduced sales charges are available for purchases of $50,000 or more of Class A
shares (excluding any reinvestments of dividends and capital gain
distributions) made within a 13-month period pursuant to an LOI which may be
established by completing the Letter of Intent section of the Account
Application. The reduced sales charge will be the charge that would be
applicable to the purchase of the specified amount of Class A shares as if the
shares had all been purchased at the same time. A purchase not made pursuant to
an LOI may be included if the LOI is submitted to PIMSS within 90 days of such
purchase. You may also obtain the reduced sales charge by including the value
(at current offering price) of all your Class A shares in the fund and all
other Pioneer mutual funds held of record as of the date of your LOI in the
amount used to determine the applicable sales charge for the Class A shares to
be purchased under the LOI. Five percent of your total intended purchase amount
will be held in escrow by PIMSS, registered in your name, until the terms of
the LOI are fulfilled. When you sign the Account Application, you agree to
irrevocably appoint PIMSS your attorney-in-fact to surrender for redemption any
or all shares held in escrow with full power of substitution. An LOI is not a
binding obligation upon the investor to purchase, or the fund to sell, the
amount specified in the LOI. Any share class for which no sales charge is paid
cannot be included under the LOI.
If the total purchases, less redemptions, exceed the amount specified under the
LOI and are in an amount that would qualify for a further quantity discount,
all transactions will be recomputed on the expiration date of the LOI to effect
the lower sales charge. Any difference in the sales charge resulting from such
50
recomputation will be either delivered to you in cash or invested in additional
shares at the lower sales charge. The dealer, by signing the Account
Application, agrees to return to PFD, as part of such retroactive adjustment,
the excess of the commission previously reallowed or paid to the dealer over
that which is applicable to the actual amount of the total purchases under the
LOI.
If the total purchases, less redemptions, are less than the amount specified
under the LOI, you must remit to PFD any difference between the sales charge on
the amount actually purchased and the amount originally specified in the LOI.
When the difference is paid, the shares held in escrow will be deposited to
your account. If you do not pay the difference in sales charge within 20 days
after written request from PFD or your dealer, PIMSS, after receiving
instructions from PFD, will redeem the appropriate number of shares held in
escrow to realize the difference and release any excess.
CLASS C SHARES
You may buy Class C shares at the net asset value per share next computed after
receipt of a purchase order without the imposition of an initial sales charge;
however, Class C shares redeemed within one year of purchase will be subject to
a CDSC of 1%. The charge will be assessed on the amount equal to the lesser of
the current market value or the original purchase cost of the shares being
redeemed. No CDSC will be imposed on increases in account value above the
initial purchase price, including shares derived from the reinvestment of
dividends or capital gain distributions. Class C shares do not convert to any
other class of fund shares.
In processing redemptions of Class C shares, the fund will first redeem shares
not subject to any CDSC and then shares held for the longest period of time
during the one-year period. As a result, you will pay the lowest possible CDSC.
Proceeds from the CDSC are paid to PFD and are used in whole or in part to
defray PFD's expenses related to providing distribution-related services to the
fund in connection with the sale of Class C shares, including the payment of
compensation to broker-dealers.
CLASS Y SHARES
No front-end, deferred or asset based sales charges are applicable to Class Y
shares.
ADDITIONAL PAYMENTS TO FINANCIAL INTERMEDIARIES
The financial intermediaries through which shares are purchased may receive all
or a portion of the sales charges and Rule 12b-1 fees discussed above. In
addition to those payments, Pioneer or one or more of its affiliates
(collectively, "Pioneer Affiliates") may make additional payments to financial
intermediaries in connection with the promotion and sale of shares of Pioneer
funds. Pioneer Affiliates make these payments from their own resources, which
include resources that derive from compensation for providing services to the
Pioneer funds. These additional payments are described below. The categories
described below are not mutually exclusive. The same financial intermediary may
receive payments under more than one or all categories. Many financial
intermediaries that sell shares of Pioneer funds receive one or more types of
these payments. The financial intermediary typically initiates requests for
additional compensation. Pioneer negotiates these arrangements individually
with financial intermediaries and the amount of payments and the specific
arrangements may differ significantly. A financial intermediary also may
receive different levels of compensation with respect to sales or assets
attributable to different types of clients of the same intermediary or
different Pioneer funds. Where services are provided, the costs of providing
the services and the overall array of services provided may vary from one
financial intermediary to another. Pioneer Affiliates do not make an
independent assessment of the cost of providing such services. While the
financial intermediaries may request additional compensation from Pioneer to
offset costs incurred by the financial intermediary in servicing its clients,
the financial intermediary may earn a profit on these payments, since the
amount of the payment may exceed the financial intermediary's costs. In this
context, "financial intermediary" includes any broker, dealer, bank (including
bank trust
51
departments), insurance company, transfer agent, registered investment adviser,
financial planner, retirement plan administrator and any other financial
intermediary having a selling, administrative and shareholder servicing or
similar agreement with a Pioneer Affiliate.
A financial intermediary's receipt of additional compensation may create
conflicts of interest between the financial intermediary and its clients. Each
type of payment discussed below may provide your financial intermediary with an
economic incentive to actively promote the Pioneer funds over other mutual
funds or cooperate with the distributor's promotional efforts. The receipt of
additional compensation for Pioneer Affiliates may be an important
consideration in a financial intermediary's willingness to support the sale of
the Pioneer funds through the financial intermediary's distribution system.
Pioneer Affiliates are motivated to make the payments described above since
they promote the sale of Pioneer fund shares and the retention of those
investments by clients of financial intermediaries. In certain cases these
payments could be significant to the financial intermediary. The financial
intermediary may charge additional fees or commissions other than those
disclosed in the prospectus. Financial intermediaries may categorize and
disclose these arrangements differently than Pioneer Affiliates do. To the
extent financial intermediaries sell more shares of the funds or retain shares
of the funds in their clients' accounts, Pioneer Affiliates benefit from the
incremental management and other fees paid to Pioneer Affiliates by the funds
with respect to those assets.
REVENUE SHARING PAYMENTS
Pioneer Affiliates make revenue sharing payments as incentives to certain
financial intermediaries to promote and sell shares of Pioneer funds. The
benefits Pioneer Affiliates receive when they make these payments include,
among other things, entry into or increased visibility in the financial
intermediary's sales system, participation by the intermediary in the
distributor's marketing efforts (such as helping facilitate or providing
financial assistance for conferences, seminars or other programs at which
Pioneer personnel may make presentations on the funds to the intermediary's
sales force), placement on the financial intermediary's preferred fund list,
and access (in some cases, on a preferential basis over other competitors) to
individual members of the financial intermediary's sales force or management.
Revenue sharing payments are sometimes referred to as "shelf space" payments
because the payments compensate the financial intermediary for including
Pioneer funds in its fund sales system (on its "shelf space"). Pioneer
Affiliates compensate financial intermediaries differently depending typically
on the level and/or type of considerations provided by the financial
intermediary.
The revenue sharing payments Pioneer Affiliates make may be calculated on sales
of shares of Pioneer funds ("Sales-Based Payments"); although there is no
policy limiting the amount of Sales-Based Payments any one financial
intermediary may receive, the total amount of such payments normally does not
exceed 0.25% per annum of those assets. Such payments also may be calculated on
the average daily net assets of the applicable Pioneer funds attributable to
that particular financial intermediary ("Asset-Based Payments"); although there
is no policy limiting the amount of Asset-Based Payments any one financial
intermediary may receive, the total amount of such payments normally does not
exceed 0.15% per annum of those assets. Sales-Based Payments primarily create
incentives to make new sales of shares of Pioneer funds and Asset-Based
Payments primarily create incentives to retain previously sold shares of
Pioneer funds in investor accounts. Pioneer Affiliates may pay a financial
intermediary either or both Sales-Based Payments and Asset-Based Payments.
ADMINISTRATIVE AND PROCESSING SUPPORT PAYMENTS
Pioneer Affiliates also may make payments to certain financial intermediaries
that sell Pioneer fund shares for certain administrative services, including
record keeping and sub-accounting shareholder accounts, to the extent that the
funds do not pay for these costs directly. Pioneer Affiliates also may make
payments to certain financial intermediaries that sell Pioneer fund shares in
connection with client account maintenance support, statement preparation and
transaction processing. The types of payments that Pioneer Affiliates may make
under this category include, among others, payment of ticket charges per
52
purchase or exchange order placed by a financial intermediary, payment of
networking fees in connection with certain mutual fund trading systems, or
one-time payments for ancillary services such as setting up funds on a
financial intermediary's mutual fund trading system.
OTHER PAYMENTS
From time to time, Pioneer Affiliates, at their expense, may provide additional
compensation to financial intermediaries which sell or arrange for the sale of
shares of the Pioneer funds. Such compensation provided by Pioneer Affiliates
may include financial assistance to financial intermediaries that enable
Pioneer Affiliates to participate in and/or present at conferences or seminars,
sales or training programs for invited registered representatives and other
employees, client entertainment, client and investor events, and other
financial intermediary-sponsored events, and travel expenses, including lodging
incurred by registered representatives and other employees in connection with
client prospecting, retention and due diligence trips. Other compensation may
be offered to the extent not prohibited by federal or state laws or any
self-regulatory agency, such as FINRA. Pioneer Affiliates make payments for
entertainment events they deem appropriate, subject to Pioneer Affiliates'
guidelines and applicable law. These payments may vary depending upon the
nature of the event or the relationship.
As of January 1, 2012, Pioneer anticipates that the following broker-dealers or
their affiliates will receive additional payments as described in the fund's
prospectus and statement of additional information:
AIG VALIC
ADP Retirement Services
Ameriprise Financial Services, Inc.
AXA Advisors, LLC
Charles Schwab & Co., Inc.
Chevy Chase Securities, Inc.
Citigroup Global Markets Inc.
Commonwealth Financial Network
D.A. Davidson & Co.
Edward Jones
Ferris, Baker Watts Inc.
Fidelity Brokerage Services LLC
First Clearing, LLC
First Command Financial Planning, Inc.
GWFS Equities, Inc.
H.D. Investment Services
Hartford Securities Distribution Company, Inc.
Hewitt Financial Services LLC
ING
J.J.B. Hilliard, W.L Lyons, Inc.
Janney Montgomery Scott LLC
Jefferson National Securities Corporation
Legend Equities Corporation
Lincoln Investment Planning, Inc.
LPL Financial Corp.
Merrill Lynch & Co., Inc.
MetLife Securities Inc.
Morgan Keegan & Co., Inc.
Morgan Stanley & Co., Inc.
Mutual of Omaha Investor Services, Inc.
Mutual Service Corporation
N.I.S. Financial Services, Inc.
53
National Financial Services LLC
Nationwide Securities, Inc.
Northwestern Investment Services, LLC
NYLife Securities, LLC
OneAmerica Securities, Inc.
Oppenheimer & Co., Inc.
Penson Financial Services, Inc.
Pershing LLC
PFS Investments Inc.
PNC Investments
Prudential Financial
Raymond James Financial Services, Inc.
RBC Dain Rauscher Inc.
Ridge Clearing & Outsourcing Solutions, Inc.
Robert W. Baird & Co., Inc.
Scott and Stringfellow, Inc.
Securities America, Inc.
Southwest Securities, Inc.
Sterne Agee & Leach, Inc.
Stifel Nicholas & Company, Inc.
Symetra Investment Services, Inc.
TD Ameritrade, Inc.
T. Rowe Price Investment Services, Inc.
UBS Financial Services Inc.
Upromise Investments, Inc.
Wells Fargo Investments, LLC
Please contact your financial intermediary for details about any payments it
receives from Pioneer Affiliates or the funds, as well as about fees and/or
commissions it charges.
13. REDEEMING SHARES
Redemptions may be suspended or payment postponed during any period in which
any of the following conditions exist: the New York Stock Exchange (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 otherwise as
permitted by the rules of or by the order of the SEC.
Redemptions and repurchases are taxable transactions for shareholders that are
subject to U.S. federal income tax. The net asset value per share received upon
redemption or repurchase may be more or less than the cost of shares to an
investor, depending on the market value of the portfolio at the time of
redemption or repurchase.
SYSTEMATIC WITHDRAWAL PLAN(S) ("SWP") (CLASS A AND CLASS C SHARES)
A SWP is designed to provide a convenient method of receiving fixed payments at
regular intervals from fund share accounts having a total value of not less
than $10,000. You must also be reinvesting all dividends and capital gain
distributions to use the SWP option.
Periodic payments of $50 or more will be deposited monthly, quarterly,
semiannually or annually directly into a bank account designated by the
applicant or will be sent by check to the applicant, or any person designated
by the applicant. Payments can be made either by check or electronic funds
transfer to a bank account designated by you. Withdrawals from Class C share
accounts are limited to 10% of the value of
54
the account at the time the SWP is established. See "Qualifying for a reduced
sales charge" in the prospectus. If you direct that withdrawal payments be paid
to another person, want to change the bank where payments are sent or designate
an address that is different from the account's address of record after you
have opened your account, a medallion signature guarantee must accompany your
instructions. Withdrawals under the SWP are redemptions that may have tax
consequences for you.
While you are making systematic withdrawals from your account, you may pay
unnecessary initial sales charges on additional purchases of Class A shares or
contingent deferred sales charges. SWP redemptions reduce and may ultimately
exhaust the number of shares in your account. In addition, the amounts received
by a shareholder cannot be considered as yield or income on his or her
investment because part of such payments may be a return of his or her
investment.
A SWP may be terminated at any time (1) by written notice to PIMSS or from
PIMSS to the shareholder; (2) upon receipt by PIMSS of appropriate evidence of
the shareholder's death; or (3) when all shares in the shareholder's account
have been redeemed.
You may obtain additional information by calling PIMSS at 1-800-225-6292.
REINSTATEMENT PRIVILEGE (CLASS A SHARES)
Subject to the provisions outlined in the prospectus, you may reinvest all or
part of your sale proceeds from Class A shares without a sales charge into
Class A shares of a Pioneer mutual fund. However, the distributor will not pay
your investment firm a commission on any reinvested amount.
14. TELEPHONE AND ONLINE TRANSACTIONS
You may purchase, exchange or sell Class A or Class C shares by telephone or
online. Class Y shares may not be purchased by telephone, and Class Y
shareowners are not eligible for online transaction privileges. See the
prospectus for more information. For personal assistance, call 1-800-225-6292
between 8:00 a.m. and 7:00 p.m. (Class Y account holders should contact
Pioneer's Group Plans Department at 1-800-665-8839 between 9:00 a.m. and 5:30
p.m.) Eastern time on weekdays. Computer-assisted telephone transactions may be
available to shareholders who have prerecorded certain bank information (see
"FactFone/SM/"). YOU ARE STRONGLY URGED TO CONSULT WITH YOUR INVESTMENT
PROFESSIONAL PRIOR TO REQUESTING ANY TELEPHONE OR ONLINE TRANSACTION.
TELEPHONE TRANSACTION PRIVILEGES
To confirm that each transaction instruction received by telephone is genuine,
the fund will record each telephone transaction, require the caller to provide
validating information for the account and send you a written confirmation of
each telephone transaction. Different procedures may apply to accounts that are
registered to non-U.S. citizens or that are held in the name of an institution
or in the name of an investment broker-dealer or other third party. If
reasonable procedures, such as those described above, are not followed, the
fund may be liable for any loss due to unauthorized or fraudulent instructions.
The fund may implement other procedures from time to time. In all other cases,
neither the fund, PIMSS 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.
ONLINE TRANSACTION PRIVILEGES
If your account is registered in your name, you may be able buy, exchange or
sell fund shares online. Your investment firm may also be able to buy, exchange
or sell your fund shares online.
To establish online transaction privileges:
o For new accounts, complete the online section of the account application
55
o For existing accounts, complete an account options form, write to the
transfer agent or complete the online authorization screen on
www.pioneerinvestments.com
To use online transactions, you must read and agree to the terms of an online
transaction agreement available on the Pioneer website. When you or your
investment firm requests an online transaction the transfer agent
electronically records the transaction, requires an authorizing password and
sends a written confirmation. The fund may implement other procedures from time
to time. Different procedures may apply if you have a non-U.S. account or if
your account is registered in the name of an institution, broker-dealer or
other third party. You may not be able to use the online transaction privilege
for certain types of accounts, including most retirement accounts.
TELEPHONE AND WEBSITE ONLINE ACCESS
You may have difficulty contacting the fund by telephone or accessing
www.pioneerinvestments.com during times of market volatility or disruption in
telephone or Internet services. On Exchange holidays or on days when the
Exchange closes early, Pioneer will adjust the hours for the telephone center
and for online transaction processing accordingly. If you are unable to access
www.pioneerinvestments.com or to reach the fund by telephone, you should
communicate with the fund in writing.
FACTFONE/SM/
FactFone/SM/ is an automated inquiry and telephone transaction system available
to Pioneer mutual fund shareholders by dialing 1-800-225-4321. FactFone/SM/
allows shareholder access to current information on Pioneer mutual fund
accounts and to the prices and yields of all publicly available Pioneer mutual
funds. In addition, you may use FactFone/SM/ to make computer-assisted
telephone purchases, exchanges or redemptions from your Pioneer mutual fund
accounts, access your account balances and last three transactions and order a
duplicate statement if you have activated your PIN. Telephone purchases or
redemptions require the establishment of a bank account of record.
Computer-assisted Class Y share telephone purchases, exchanges and redemptions
and certain other FactFone/SM/ features for Class Y shareholders are not
currently available through FactFone/SM/. YOU ARE STRONGLY URGED TO CONSULT
WITH YOUR INVESTMENT PROFESSIONAL PRIOR TO REQUESTING ANY TELEPHONE
TRANSACTION. Shareholders whose accounts are registered in the name of a
broker-dealer or other third party may not be able to use FactFone/SM/. Call
PIMSS for assistance.
FactFone/SM/ allows shareholders to hear the following recorded fund
information:
o net asset value prices for all Pioneer mutual funds;
o annualized 30-day yields on Pioneer's fixed income funds;
o annualized 7-day yields and 7-day effective (compound) yields for Pioneer's
money market funds; and
o dividends and capital gain distributions on all Pioneer mutual funds.
Yields are calculated in accordance with SEC mandated standard formulas.
All performance numbers communicated through FactFone/SM/ represent past
performance, and figures include the maximum applicable sales charge. A
shareholder's actual yield and total return will vary with changing market
conditions. The value of each class of shares (except for Pioneer Cash Reserves
Fund, which seeks to maintain a stable $1.00 share price) will also vary, and
such shares may be worth more or less at redemption than their original cost.
15. PRICING OF SHARES
The net asset value per share of each class of the fund is determined as of the
close of regular trading on the Exchange (normally 4:00 p.m. Eastern time) on
each day on which the Exchange is open for trading. As of the date of this
statement of additional information, the Exchange is open for trading every
weekday except for the days the following holidays are observed: New Year's
Day, Martin Luther King, Jr. Day,
56
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. The net asset value per share of each class
of the fund is also determined on any other day on which the level of trading
in its portfolio securities is sufficiently high that the current net asset
value per share might be materially affected by changes in the value of its
portfolio securities. The fund is not required to determine its net asset value
per share on any day on which no purchase orders in good order for fund shares
are received and no shares are tendered and accepted for redemption.
The fund generally values its portfolio securities using closing market prices
or readily available market quotations, or, when closing market prices or
market quotations are not available or are considered by Pioneer to be
unreliable, the fund uses fair value methods to value its securities in
accordance with procedures approved by the fund's Trustees. 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 non-U.S. securities is substantially
completed each day at various times prior to the close of regular trading 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 on the Exchange. The fund also may use fair value pricing methods to
value its securities, including a non-U.S. security, when Pioneer determines
that the closing market price on the primary exchange where the security is
traded no longer accurately reflects the value of the security due to factors
affecting one or more relevant securities markets or the specific issuer.
Valuing securities using fair value methods may cause the net asset value of
the fund's shares to differ from the net asset value that would be calculated
using closing market prices. International securities markets may be open on
days when the U.S. markets are closed. For this reason, the value of any
international securities owned by the fund could change on a day you cannot buy
or sell shares of the fund. In connection with making fair value determinations
of the value of fixed income securities, the fund's Trustees may use a pricing
matrix. The prices used for these securities may differ from the amounts
received by the fund upon sale of the securities, and these differences may be
substantial. Cash equivalent securities with remaining maturities of 60 days or
less are valued at amortized cost, which is a method of determining a
security's fair value.
The net asset value per share of each class of the fund is computed by taking
the value of all of the fund's assets attributable to a class, less the fund's
liabilities attributable to that class, and dividing the result by the number
of outstanding shares of that class. For purposes of determining net asset
value, expenses of the classes of the fund are accrued daily and taken into
account. The fund's maximum offering price per Class A share is determined by
adding the maximum sales charge to the net asset value per Class A share. Class
C and Class Y shares are offered at net asset value without the imposition of
an initial sales charge (Class C shares may be subject to a CDSC).
16. TAX STATUS
The fund is treated as a separate entity for U.S. federal income tax purposes.
The fund has elected to be treated, and has qualified and intends to continue
to qualify each year, as a "regulated investment company" under Subchapter M of
the Internal Revenue Code of 1986, as amended (the "Code"), so that it will not
pay U.S. federal income tax on income and capital gains distributed to
shareholders. In order to qualify as a regulated investment company under
Subchapter M of the Code, the fund must, among other things, (i) derive at
least 90% of its gross income for each taxable year from dividends, interest,
payments with respect to certain securities loans, gains from the sale or other
disposition of stock, securities or foreign currencies, or other income
(including gains from options, futures and forward contracts) derived with
respect to its business of investing in such stock, securities or currencies,
and net income derived from an interest in a qualified publicly traded
partnership (as defined in Section 851(h) of the Code) (the "90% income test")
and (ii) diversify its holdings so that, at the end of each quarter of each
taxable year: (a) at least 50% of the value of the fund's total assets is
represented by (1) cash and cash items, U.S.
57
government securities, securities of other regulated investment companies, and
(2) other securities, with such other securities limited, in respect of any one
issuer, to an amount not greater than 5% of the value of the fund's total
assets and to not more than 10% of the outstanding voting securities of such
issuer and (b) not more than 25% of the value of the fund's total assets is
invested in (1) the securities (other than U.S. government securities and
securities of other regulated investment companies) of any one issuer, (2) the
securities (other than securities of other regulated investment companies) of
two or more issuers that the fund controls and that are engaged in the same,
similar, or related trades or businesses, or (3) the securities of one or more
qualified publicly traded partnerships.
For purposes of the 90% income test, the character of income earned by certain
entities in which the fund invests that are not treated as corporations for
U.S. federal income tax purposes (e.g., partnerships other than certain
publicly traded partnerships or trusts that have not elected to be classified
as corporations under the "check-the-box" regulations) will generally pass
through to the fund. Consequently, in order to qualify as a regulated
investment company, the fund may be required to limit its equity investments in
such entities that earn fee income, rental income or other nonqualifying
income.
If the fund qualifies as a regulated investment company and properly
distributes to its shareholders each taxable year an amount equal to or
exceeding the sum of (i) 90% of its "investment company taxable income" as that
term is defined in the Code (which includes, among other things, dividends,
taxable interest, and the excess of any net short-term capital gains over net
long-term capital losses, as reduced by certain deductible expenses) without
regard to the deduction for dividends paid and (ii) 90% of the excess of its
gross tax-exempt interest income, if any, over certain disallowed deductions,
the fund generally will not be subject to U.S. federal income tax on any income
of the fund, including "net capital gain" (the excess of net long-term capital
gain over net short-term capital loss), distributed to shareholders. However,
if the fund meets such distribution requirements, but chooses to retain some
portion of its taxable income or gains, it generally will be subject to U.S.
federal income tax at regular corporate rates on the amount retained. The fund
may designate certain amounts retained as undistributed net capital gain in a
notice to its shareholders, who (i) will be required to include in income for
U.S. federal income tax purposes, as long-term capital gain, their
proportionate shares of the undistributed amount so designated, (ii) will be
entitled to credit their proportionate shares of the income tax paid by the
fund on that undistributed amount against their federal income tax liabilities
and to claim refunds to the extent such credits exceed their liabilities and
(iii) will be entitled to increase their tax basis, for federal income tax
purposes, in their shares by an amount equal to the excess of the amount of
undistributed net capital gain included in their respective income over their
respective income tax credits. The fund intends to distribute at least annually
all or substantially all of its investment company taxable income (computed
without regard to the dividends-paid deduction), net tax-exempt interest
income, and net capital gain.
If, for any taxable year, the fund does not qualify as a regulated investment
company or does not satisfy the 90% distribution requirement, it will be
treated as a U.S. corporation subject to U.S. federal income tax, thereby
subjecting any income earned by the fund to tax at the corporate level and to a
further tax at the shareholder level when such income is distributed. Under
certain circumstances, the fund may be able to cure a failure to qualify as a
regulated investment company, but in order to do so, the fund may incur
significant fund-level taxes and may be forced to dispose of certain assets.
Under the Code, the fund will be subject to a nondeductible 4% U.S. federal
excise tax on a portion of its undistributed ordinary income and capital gain
net income if it fails to meet certain distribution requirements with respect
to each calendar year and year ending October 31, respectively. The fund
intends to make distributions in a timely manner and accordingly does not
expect to be subject to the excise tax.
58
The fund generally distributes any net short- and long-term capital gains in
November. The fund generally pays dividends from any net investment income in
December. Dividends from income and/or capital gains may also be paid at such
other times as may be necessary for the fund to avoid U.S. federal income or
excise tax. Unless a shareholder specifies otherwise, all distributions from
the fund to that shareholder will be automatically reinvested in additional
full and fractional shares of the fund. For U.S. federal income tax purposes,
all dividends generally are taxable whether a shareholder takes them in cash or
reinvests them in additional shares of the fund. In general, assuming that the
fund has sufficient earnings and profits, dividends from net investment income
and net short-term capital gains are taxable either as ordinary income or, for
taxable years beginning on or before December 31, 2012, if certain conditions
are met, as "qualified dividend income," taxable to individual and certain
other noncorporate shareholders at a maximum 15% U.S. federal income tax rate.
For taxable years beginning on or before December 31, 2012, dividend income
distributed to individual and certain other noncorporate shareholders will
qualify for the maximum 15% U.S. federal income tax rate on dividends to the
extent that such dividends are attributable to "qualified dividend income."
Qualified dividend income generally means dividend income received from the
fund's investments in common and preferred stock of U.S. companies and stock of
certain qualified foreign corporations, provided that certain holding period
and other requirements are met by both the fund and the shareholders. If 95% or
more of the fund's gross income (calculated without taking into account net
capital gain derived from sales or other dispositions of stock or securities)
consists of qualified dividend income, the fund may report all distributions of
such income as qualified dividend income. For taxable years beginning after
December 31, 2012, dividend income will be taxable at ordinary income tax
rates.
A foreign corporation is treated as a qualified foreign corporation for this
purpose if it is incorporated in a possession of the United States or it is
eligible for the benefits of certain income tax treaties with the United States
and meets certain additional requirements. Certain foreign corporations that
are not otherwise qualified foreign corporations will be treated as qualified
foreign corporations with respect to dividends paid by them if the stock with
respect to which the dividends are paid is readily tradable on an established
securities market in the United States. Passive foreign investment companies
are not qualified foreign corporations for this purpose. Dividends received by
the fund from REITs generally are not expected to qualify for treatment as
qualified dividend income.
A dividend that is attributable to qualified dividend income of the fund that
is paid by the fund to a shareholder will not be taxable as qualified dividend
income to such shareholder (1) if the dividend is received with respect to any
share of the fund held for fewer than 61 days during the 121-day period
beginning on the date which is 60 days before the date on which such share
became ex-dividend with respect to such dividend, (2) to the extent that the
shareholder is under an obligation (whether pursuant to a short sale or
otherwise) to make related payments with respect to positions in substantially
similar or related property, or (3) if the shareholder elects to have the
dividend treated as investment income for purposes of the limitation on
deductibility of investment interest. The "ex-dividend" date is the date on
which the owner of the share at the commencement of such date is entitled to
receive the next issued dividend payment for such share even if the share is
sold by the owner on that date or thereafter.
Distributions by the fund in excess of the fund's current and accumulated
earnings and profits will be treated as a return of capital to the extent of
(and in reduction of) the shareholder's tax basis in its shares and any such
amount in excess of that basis will be treated as gain from the sale of shares,
as discussed below.
Certain dividends received by the fund from U.S. corporations (generally,
dividends received by the fund in respect of any share of stock (1) with a tax
holding period of at least 46 days during the 91-day period beginning on the
date that is 45 days before the date on which the stock becomes ex-dividend as
to that dividend and (2) that is held in an unleveraged position) and
distributed and appropriately so reported by the fund may be eligible for the
70% dividends-received deduction generally available to corporations under
59
the Code. Certain preferred stock must have a holding period of at least 91
days during the 181-day period beginning on the date that is 90 days before the
date on which the stock becomes ex-dividend as to that dividend in order to be
eligible. Capital gain dividends distributed to the fund from other regulated
investment companies are not eligible for the dividends-received deduction. In
order to qualify for the deduction, corporate shareholders must meet the
minimum holding period requirement stated above with respect to their fund
shares, taking into account any holding period reductions from certain hedging
or other transactions or positions that diminish their risk of loss with
respect to their fund shares, and, if they borrow to acquire or otherwise incur
debt attributable to fund shares, they may be denied a portion of the
dividends-received deduction with respect to those shares. The entire dividend,
including the otherwise deductible amount, will be included in determining the
excess, if any, of a corporation's adjusted current earnings over its
alternative minimum taxable income, which may increase a corporation's
alternative minimum tax liability. Any corporate shareholder should consult its
tax adviser regarding the possibility that its tax basis in its shares may be
reduced, for U.S. federal income tax purposes, by reason of "extraordinary
dividends" received with respect to the shares and, to the extent such basis
would be reduced below zero, current recognition of income may be required.
Distributions from net capital gains, if any, that are reported as capital gain
dividends by the fund are taxable as long-term capital gains for U.S. federal
income tax purposes without regard to the length of time the shareholder has
held shares of the fund. Capital gain dividends distributed by the fund to
individual and certain other noncorporate shareholders generally will qualify
for reduced U.S. federal income tax rates (for taxable years beginning on or
before December 31, 2012, a maximum rate of 15%, with a 0% rate applying to
taxpayers in the 10% and 15% rate brackets) on long-term capital gains, subject
to certain limited exceptions. A shareholder should also be aware that the
benefits of the favorable tax rate applicable to long-term capital gains and,
for taxable years beginning on or before December 31, 2012, qualified dividend
income may be affected by the application of the alternative minimum tax to
individual shareholders. Under current law, the maximum U.S. federal income tax
rate on long-term capital gains will be 20% in taxable years beginning after
December 31, 2012.
The U.S. federal income tax status of all distributions will be reported to
shareholders annually.
For taxable years beginning after December 31, 2012, a 3.8% Medicare
contribution tax will generally apply to all or a portion of the net investment
income of a shareholder who is an individual and not a nonresident alien for
federal income tax purposes and who has adjusted gross income (subject to
certain adjustments) that exceeds a threshold amount ($250,000 if married
filing jointly or if considered a "surviving spouse" for federal income tax
purposes, $125,000 if married filing separately, and $200,000 in other cases).
This 3.8% tax will also apply to all or a portion of the undistributed net
investment income of certain shareholders that are estates and trusts. For
these purposes, dividends, interest and certain capital gains will generally be
taken into account in computing a shareholder's net investment income.
Although dividends generally will be treated as distributed when paid, any
dividend declared by the fund in October, November or December and payable to
shareholders of record in such a month that is paid during the following
January will be treated for U.S. federal income tax purposes as received by
shareholders on December 31 of the calendar year in which it was declared. In
addition, certain other distributions made after the close of a taxable year of
the fund may be "spilled back" and treated for certain purposes as paid by the
fund during such taxable year. In such case, shareholders generally will be
treated as having received such dividends in the taxable year in which the
distributions were actually made. For purposes of calculating the amount of a
regulated investment company's undistributed income and gain subject to the 4%
excise tax described above, such "spilled back" dividends are treated as paid
by the regulated investment company when they are actually paid.
For U.S. federal income tax purposes, the fund is permitted to carry forward a
net capital loss from any taxable year that began on or before December 22,
2010 to offset its capital gains, if any, for up to eight years following the
year of the loss. The fund is permitted to carry forward indefinitely a net
capital loss
60
from any taxable year that began after December 22, 2010 to offset its capital
gains, if any, in years following the year of the loss. To the extent
subsequent capital gains are offset by such losses, they would not result in
U.S. federal income tax liability to the fund and may not be distributed as
such to shareholders. See "Annual Fee, Expense and Other Information" for the
fund's available capital loss carryforwards. Generally, the fund may not carry
forward any losses other than net capital losses. Under certain circumstances,
the fund may elect to treat certain losses as though they were incurred on the
first day of the taxable year immediately following the taxable year in which
they were actually incurred.
At the time of an investor's purchase of fund shares, a portion of the purchase
price may be attributable to realized or unrealized appreciation in the fund's
portfolio or to undistributed taxable income of the fund. Consequently,
subsequent distributions by the fund with respect to these shares from such
appreciation or income may be taxable to such investor even if the net asset
value of the investor's shares is, as a result of the distributions, reduced
below the investor's cost for such shares and the distributions economically
represent a return of a portion of the investment.
Redemptions and exchanges generally are taxable events for shareholders that
are subject to tax. Shareholders should consult their own tax advisers with
reference to their individual circumstances to determine whether any particular
transaction in fund shares is properly treated as a sale for tax purposes, as
the following discussion assumes, and the tax treatment of any gains or losses
recognized in such transactions. In general, if fund shares are sold, the
shareholder will recognize gain or loss equal to the difference between the
amount realized on the sale and the shareholder's adjusted basis in the shares.
Such gain or loss generally will be treated as long-term capital gain or loss
if the shares were held for more than one year and otherwise generally will be
treated as short-term capital gain or loss. Any loss recognized by a
shareholder upon the redemption, exchange or other disposition of shares with a
tax holding period of six months or less will be treated as a long-term capital
loss to the extent of any amounts treated as distributions to the shareholder
of long-term capital gain with respect to such shares (including any amounts
credited to the shareholder as undistributed capital gains).
The fund will report to the IRS the amount of sale proceeds that a shareholder
receives from a sale or exchange of fund shares. For sales or exchanges of
shares acquired on or after January 1, 2012, the fund will also report the
shareholder's basis in those shares and whether any gain or loss that the
shareholder realizes on the sale or exchange is short-term or long-term gain or
loss. For purposes of calculating and reporting basis, shares acquired prior to
January 1, 2012 and shares acquired on or after January 1, 2012 will be treated
as held in separate accounts. If a shareholder has a different basis for
different shares of the fund, acquired on or after January 1, 2012, in the same
account (e.g., if a shareholder purchased fund shares in the same account at
different times for different prices), the fund will calculate the basis of the
shares sold using its default method unless the shareholder has properly
elected to use a different method. The fund's default method for calculating
basis will be the average basis method, under which the basis per share is
reported as the average of the bases of all of the shareholder's fund shares in
the account. A shareholder may elect, on an account-by-account basis, to use a
method other than average basis by following procedures established by the
fund. If such an election is made on or prior to the date of the first exchange
or redemption of shares in the account and on or prior to the date that is one
year after the shareholder receives notice of the fund's default method, the
new election will generally apply as if the average basis method had never been
in effect for such account. If such an election is not made on or prior to such
dates, the shares in the account at the time of the election will retain their
averaged bases. Shareholders should consult their tax advisers concerning the
tax consequences of applying the average basis method or electing another
method of basis calculation.
Losses on redemptions or other dispositions of shares may be disallowed under
"wash sale" rules in the event of other investments in the fund (including
those made pursuant to reinvestment of dividends and/or capital gain
distributions) within a period of 61 days beginning 30 days before and ending
30 days after a redemption or other disposition of shares. In such a case, the
disallowed portion of any loss generally would be included in the U.S. federal
tax basis of the shares acquired in the other investments.
61
Gain may be increased (or loss reduced) upon a redemption of Class A shares of
the fund within 90 days after their purchase followed by any purchase
(including purchases by exchange or by reinvestment), without payment of an
additional sales charge, of Class A shares of the fund or of another Pioneer
fund (or any other shares of a Pioneer fund generally sold subject to a sales
charge) before February 1 of the calendar year following the calendar year in
which the original Class A shares were redeemed.
Under Treasury regulations, if a shareholder recognizes a loss with respect to
fund shares of $2 million or more for an individual shareholder, or $10 million
or more for a corporate shareholder, in any single taxable year (or certain
greater amounts over a combination of years), the shareholder must file with
the IRS a disclosure statement on Form 8886. Shareholders who own portfolio
securities directly are in many cases excepted from this reporting requirement
but, under current guidance, shareholders of regulated investment companies are
not excepted. A shareholder who fails to make the required disclosure to the
IRS may be subject to substantial penalties. The fact that a loss is reportable
under these regulations does not affect the legal determination of whether or
not the taxpayer's treatment of the loss is proper. Shareholders should consult
with their tax advisers to determine the applicability of these regulations in
light of their individual circumstances.
Shareholders that are exempt from U.S. federal income tax, such as retirement
plans that are qualified under Section 401 of the Code, generally are not
subject to U.S. federal income tax on fund dividends or distributions, or on
sales or exchanges of fund shares unless the fund shares are "debt-financed
property" within the meaning of the Code. However, in the case of fund shares
held through a non-qualified deferred compensation plan, fund dividends and
distributions received by the plan and gains from sales and exchanges of fund
shares by the plan generally are taxable to the employer sponsoring such plan
in accordance with the U.S. federal income tax laws that are generally
applicable to shareholders receiving such dividends or distributions from
regulated investment companies such as the fund.
A plan participant whose retirement plan invests in the fund, whether such plan
is qualified or not, generally is not taxed on fund dividends or distributions
received by the plan or on gains from sales or exchanges of fund shares by the
plan for U.S. federal income tax purposes. However, distributions to plan
participants from a retirement plan account generally are taxable as ordinary
income, and different tax treatment, including penalties on certain excess
contributions and deferrals, certain pre-retirement and post-retirement
distributions and certain prohibited transactions, is accorded to accounts
maintained as qualified retirement plans. Shareholders should consult their tax
advisers for more information.
Foreign exchange gains and losses realized by the fund in connection with
certain transactions involving foreign currency-denominated debt securities,
certain options and futures contracts relating to foreign currency, foreign
currency forward contracts, foreign currencies, or payables or receivables
denominated in a foreign currency are subject to Section 988 of the Code, which
generally causes such gains and losses to be treated as ordinary income and
losses and may affect the amount, timing and character of distributions to
shareholders. Under Treasury regulations that may be promulgated in the future,
any gains from such transactions that are not directly related to the fund's
principal business of investing in stock or securities (or its options
contracts or futures contracts with respect to stock or securities) may have to
be limited in order to enable the fund to satisfy the 90% income test.
If the fund acquires any equity interest (under Treasury regulations that may
be promulgated in the future, generally including not only stock but also an
option to acquire stock such as is inherent in a convertible bond) in certain
foreign corporations (i) that receive at least 75% of their annual gross income
from passive sources (such as interest, dividends, certain rents and royalties,
or capital gains) or (ii) where at least 50% of the corporation's assets
(computed based on average fair market value) either produce or are held for
the production of passive income ("passive foreign investment companies"), the
fund could be subject to U.S. federal income tax and additional interest
charges on "excess distributions" received from such companies or on gain from
the sale of stock in such companies, even if all income or gain actually
62
received by the fund is timely distributed to its shareholders. The fund would
not be able to pass through to its shareholders any credit or deduction for
such a tax. A "qualified electing fund" election or a "mark to market" election
may generally be available that would ameliorate these adverse tax
consequences, but such elections could require the fund to recognize taxable
income or gain (subject to the distribution requirements applicable to
regulated investment companies, as described above) without the concurrent
receipt of cash. In order to satisfy the distribution requirements and avoid a
tax on the fund, the fund may be required to liquidate portfolio securities
that it might otherwise have continued to hold, potentially resulting in
additional taxable gain or loss to the fund. Gains from the sale of stock of
passive foreign investment companies may also be treated as ordinary income. In
order for the fund to make a qualified electing fund election with respect to a
passive foreign investment company, the passive foreign investment company
would have to agree to provide certain tax information to the fund on an annual
basis, which it might not agree to do. The fund may limit and/or manage its
holdings in passive foreign investment companies to limit its tax liability or
maximize its return from these investments.
The fund may invest in or hold debt obligations of issuers not currently paying
interest or that are in default. Investments in debt obligations that are at
risk of or in default present special tax issues for the fund. Federal income
tax rules are not entirely clear about issues such as when the fund may cease
to accrue interest, original issue discount or market discount, when and to
what extent deductions may be taken for bad debts or worthless securities, how
payments received on obligations in default should be allocated between
principal and interest and whether certain exchanges of debt obligations in a
workout context are taxable. These and other issues will be addressed by the
fund, in the event it invests in or holds such securities, in order to seek to
ensure that it distributes sufficient income to preserve its status as a
regulated investment company and does not become subject to U.S. federal income
or excise tax. If the fund invests in certain pay-in-kind securities, zero
coupon securities, deferred interest securities or, in general, any other
securities with original issue discount (or with market discount if the fund
elects to include market discount in income currently), the fund generally must
accrue income on such investments for each taxable year, which generally will
be prior to the receipt of the corresponding cash payments. However, the fund
must distribute to its shareholders, at least annually, all or substantially
all of its investment company taxable income (determined without regard to the
deduction for dividends paid), including such accrued income, to qualify to be
treated as a regulated investment company under the Code and avoid U.S. federal
income and excise taxes. Therefore, the fund may have to dispose of its
portfolio securities, potentially under disadvantageous circumstances, to
generate cash, or may have to borrow the cash, to satisfy distribution
requirements. Such a disposition of securities may potentially result in
additional taxable gain or loss to the fund.
Options written or purchased and futures contracts entered into by the fund on
certain securities, indices and foreign currencies, as well as certain forward
foreign currency contracts, may cause the fund to recognize gains or losses
from marking-to-market even though such options may not have lapsed or been
closed out or exercised, or such futures or forward contracts may not have been
performed or closed out. The tax rules applicable to these contracts may affect
the characterization of some capital gains and losses realized by the fund as
long-term or short-term. Certain options, futures and forward contracts
relating to foreign currency may be subject to Section 988 of the Code, as
described above, and accordingly may produce ordinary income or loss.
Additionally, the fund may be required to recognize gain if an option, futures
contract, forward contract, short sale or other transaction that is not subject
to the mark-to-market rules is treated as a "constructive sale" of an
"appreciated financial position" held by the fund under Section 1259 of the
Code. Any net mark-to-market gains and/or gains from constructive sales may
also have to be distributed to satisfy the distribution requirements referred
to above even though the fund may receive no corresponding cash amounts,
possibly requiring the disposition of portfolio securities or borrowing to
obtain the necessary cash. Such a disposition of securities may potentially
result in additional taxable gain or loss to the fund. Losses on certain
options, futures or forward contracts and/or offsetting positions (portfolio
securities or other positions with respect to which the fund's risk of loss is
substantially diminished by one or more options, futures or forward contracts)
may also be deferred under
63
the tax straddle rules of the Code, which may also affect the characterization
of capital gains or losses from straddle positions and certain successor
positions as long-term or short-term. Certain tax elections may be available
that would enable the fund to ameliorate some adverse effects of the tax rules
described in this paragraph. The tax rules applicable to options, futures,
forward contracts and straddles may affect the amount, timing and character of
the fund's income and gains or losses and hence of its distributions to
shareholders.
The fund may be subject to withholding and other taxes imposed by foreign
countries, including taxes on interest, dividends and capital gains with
respect to its investments in those countries. Any such taxes would, if
imposed, reduce the yield on or return from those investments. Tax conventions
between certain countries and the U.S. may reduce or eliminate such taxes in
some cases. The fund does not expect to satisfy the requirements for passing
through to its shareholders any share of foreign taxes paid by the fund, with
the result that shareholders will not include such taxes in their gross incomes
and will not be entitled to a tax deduction or credit for such taxes on their
own tax returns.
The fund is required to withhold (as "backup withholding") a portion of
reportable payments, including dividends, capital gain distributions and the
proceeds of redemptions and exchanges or repurchases of fund shares, paid to
shareholders who have not complied with certain IRS regulations. The backup
withholding rate is currently 28% and is scheduled to increase to 31% in 2013.
In order to avoid this withholding requirement, shareholders, other than
certain exempt entities, must certify on their Account Applications, or on
separate IRS Forms W-9, that the Social Security Number or other Taxpayer
Identification Number they provide is their correct number and that they are
not currently subject to backup withholding, or that they are exempt from
backup withholding. The fund may nevertheless be required to backup withhold if
it receives notice from the IRS or a broker that the number provided is
incorrect or backup withholding is applicable as a result of previous
underreporting of interest or dividend income.
The description of certain federal tax provisions above relates only to U.S.
federal income tax consequences for shareholders who are U.S. persons, i.e.,
generally, U.S. citizens or residents or U.S. corporations, partnerships,
trusts or estates, and who are subject to U.S. federal income tax and hold
their shares as capital assets. Except as otherwise provided, this description
does not address the special tax rules that may be applicable to particular
types of investors, such as financial institutions, insurance companies,
securities dealers, other regulated investment companies, or tax-exempt or
tax-deferred plans, accounts or entities. Investors other than U.S. persons may
be subject to different U.S. federal income tax treatment, including a
non-resident alien U.S. withholding tax at the rate of 30% or any lower
applicable treaty rate on amounts treated as ordinary dividends from the fund
(other than, for taxable years of the fund that began on or before December 31,
2011, certain dividends reported by the fund as (i) interest-related dividends,
to the extent such dividends are derived from the fund's "qualified net
interest income," or (ii) short-term capital gain dividends, to the extent such
dividends are derived from the fund's "qualified short-term gain") or, in
certain circumstances, unless an effective IRS Form W-8BEN or other authorized
withholding certificate is on file, to backup withholding on certain other
payments from the fund. "Qualified net interest income" is the fund's net
income derived from U.S.-source interest and original issue discount, subject
to certain exceptions and limitations. "Qualified short-term gain" generally
means the excess of the net short-term capital gain of the fund for the taxable
year over its net long-term capital loss, if any. Backup withholding will not
be applied to payments that have been subject to the 30% (or lower applicable
treaty rate) withholding tax on shareholders who are neither citizens nor
residents of the United States.
Unless certain non-U.S. entities that hold fund shares comply with IRS
requirements that will generally require them to report information regarding
U.S. persons investing in, or holding accounts with, such entities, a 30%
withholding tax may apply to fund distributions payable to such entities after
December 31, 2013 and redemptions payable to such entities after December 31,
2014.
64
The fund does not expect to be a "United States real property holding
corporation" as defined in Section 897(c)(2) of the Code. If the fund were to
be classified as a United States real property holding corporation (or if it
would be so classified, were it not for certain exceptions), then distributions
made by the fund to non-U.S. shareholders might be subject to U.S. federal
withholding tax, and non-U.S. shareholders might be required to file U.S.
federal income tax returns to report distributions received from the fund.
Shareholders should consult their own tax advisers on these matters and on
state, local, foreign and other applicable tax laws.
If, as anticipated, the fund qualifies as a regulated investment company under
the Code, it will not be required to pay any Massachusetts income, corporate
excise or franchise taxes or any Delaware corporation income tax.
17. FINANCIAL STATEMENTS
The fund's financial statements and financial highlights for the fiscal year
ended November 30, 2011 appearing in the fund's annual report, filed with the
SEC on January 27, 2012 (Accession No. 0000078713-12-000003) are incorporated
by reference into this statement of additional information. Those financial
statements and financial highlights have been audited by Ernst & Young LLP,
independent registered public accounting firm, as indicated in their report
thereon, and are incorporated herein by reference in reliance upon such report,
given on the authority of Ernst & Young LLP as experts in accounting and
auditing.
The fund's annual report includes the financial statements referenced above and
is available without charge upon request by calling Shareholder Services at
1-800-225-6292.
18. ANNUAL FEE, EXPENSE AND OTHER INFORMATION
PORTFOLIO TURNOVER
The fund's annual portfolio turnover rate for the fiscal years ended November
30,
2011 2010
------ -----
81% 88%
-- --
SHARE OWNERSHIP
As of March 1, 2012 the Trustees and officers of the fund owned beneficially in
the aggregate less than 1% of the outstanding shares of the fund. The following
is a list of the holders of 5% or more of any class of the fund's outstanding
shares as of March 1, 2012:
NUMBER OF
RECORD HOLDER SHARE CLASS SHARES % OF CLASS
------------------------------ ------------- --------------- -----------
BNY Mellon Distributors Inc. Class A 1,126,014.356 5.62
------------- ------------- ----
Primerica Financial Services
760 Moore Rd
King of Prussia PA 19406-1212
------------------------------
Brown Brothers Harriman & Co Class Y 286,451.099 6.14
------------- ------------- ----
As Custodian
Attn Investment Funds Global
Distribution Center
525 Washington Blvd
------------------------------
65
NUMBER OF
RECORD HOLDER SHARE CLASS SHARES % OF CLASS
---------------------------- ------------- --------------- -----------
NFS LLC FBO Class Y 2,874,539.497 61.62
------------- ------------- -----
Regions Bk DBA Kenneburt Co
250 Riverchase Pkwy E Fl 5
Birmingham AL 35244-1832
----------------------------
TRUSTEE OWNERSHIP OF SHARES OF THE FUND AND OTHER PIONEER FUNDS
The following table indicates the value of shares that each Trustee
beneficially owned in the fund and Pioneer Funds in the aggregate as of
December 31, 2011. Beneficial ownership is determined in accordance with SEC
rules. The share value of any closed-end fund is based on its closing market
price on December 31, 2011. The share value of any open-end Pioneer Fund is
based on the net asset value of the class of shares on December 31, 2011. The
dollar ranges in this table are in accordance with SEC requirements.
AGGREGATE DOLLAR RANGE OF EQUITY
DOLLAR RANGE OF SECURITIES IN ALL REGISTERED
EQUITY SECURITIES INVESTMENT COMPANIES OVERSEEN BY
NAME OF TRUSTEE IN THE FUND TRUSTEE IN THE PIONEER FAMILY OF FUNDS
----------------------- ------------------- ---------------------------------------
INTERESTED TRUSTEES:
----------------------- ------------------- ---------------------------------------
John F. Cogan, Jr. Over $100,000 Over $100,000
----------------------- ------------------- ---------------------------------------
Daniel K. Kingsbury None Over $100,000
----------------------- ------------------- ---------------------------------------
INDEPENDENT TRUSTEES:
----------------------- ------------------- ---------------------------------------
David R. Bock None Over $100,000
----------------------- ------------------- ---------------------------------------
Mary K. Bush None Over $100,000
----------------------- ------------------- ---------------------------------------
Benjamin M. Friedman None Over $100,000
----------------------- ------------------- ---------------------------------------
Margaret B.W. Graham $1 - $10,000 Over $100,000
----------------------- ------------------- ---------------------------------------
Thomas J. Perna None Over $100,000
----------------------- ------------------- ---------------------------------------
Marguerite A. Piret None Over $100,000
----------------------- ------------------- ---------------------------------------
COMPENSATION OF OFFICERS AND TRUSTEES
The following table sets forth certain information with respect to the
compensation of each Trustee of the fund.
PENSION OR
RETIREMENT
AGGREGATE BENEFITS ACCRUED TOTAL COMPENSATION
COMPENSATION AS PART OF FUND FROM THE FUND AND
NAME OF TRUSTEE FROM FUND** EXPENSES OTHER PIONEER FUNDS**
----------------------- -------------- ------------------ ----------------------
INTERESTED TRUSTEES:
----------------------- ---------- ----- -------------
John F. Cogan, Jr.* $ 500.00 $0.00 $ 26,400.00
----------------------- ---------- ----- -------------
Daniel K. Kingsbury $ 0.00 $0.00 $ 0.00
----------------------- ---------- ----- -------------
INDEPENDENT TRUSTEES:
----------------------- ---------- ----- -------------
David R. Bock $ 2,226.19 $0.00 $ 197,200.00
----------------------- ---------- ----- -------------
Mary K. Bush $ 1,883.67 $0.00 $ 157,200.00
----------------------- ---------- ----- -------------
Benjamin M. Friedman $ 2,038.50 $0.00 $ 175,500.00
----------------------- ---------- ----- -------------
Margaret B.W. Graham $ 1,897.79 $0.00 $ 158,700.00
----------------------- ---------- ----- -------------
Thomas J. Perna $ 3,038.05 $0.00 $ 237,300.00
----------------------- ---------- ----- -------------
Marguerite A. Piret $ 3,138.45 $0.00 $ 249,300.02
----------------------- ---------- ----- -------------
TOTAL $14,722.65 $0.00 $1,201,600.02
----------------------- ---------- ----- -------------
* Under the management contract, Pioneer reimburses the fund for any
Interested Trustee fees paid by the fund.
66
** For the fiscal year ended November 30, 2011. As of November 30, 2011,
there were 55 U.S. registered investment portfolios in the Pioneer Family
of Funds.
APPROXIMATE MANAGEMENT FEES THE FUND PAID OR OWED BY THE FUND AND THE
PREDECESSOR FUND*
The following table shows the dollar amount of gross investment management fees
incurred by the fund, along with the net amount of fees that were paid after
applicable fee waivers or expense reimbursements, if any. The data is for the
past three fiscal years or shorter period if the fund has been in operation for
a shorter period.
FOR THE FISCAL YEARS ENDED NOVEMBER 30, 2011 2010 2009
----------------------------------------- ------------- ------------- -------------
Gross Fee Incurred $3,161,430 $2,716,794 $1,204,953
----------------------------------------- ---------- ---------- ----------
Net Fee Paid $3,161,430 $2,716,794 $1,204,953
----------------------------------------- ---------- ---------- ----------
* - The fund acquired the assets and liabilities of Regions Morgan Keegan
Select Mid Cap Growth Fund (the predecessor fund) on May 15, 2009, and had no
prior operating history. Prior to May 15, 2009, fees were incurred by the
predecessor fund and paid or owed to Morgan Asset Management, Inc., the
predecessor fund's adviser.
FEES THE FUND AND THE PREDECESSOR FUND PAID FOR ADMINISTRATION SERVICES*
FOR THE FISCAL YEARS ENDED NOVEMBER 30,
----------------------------------------------
2011 2010 2009
-------------------- ----------- -----------
$149,671 $138,183 $140,191
---------- -------- --------
* - The fund acquired the assets and liabilities of Regions Morgan Keegan
Select Mid Cap Growth Fund (the predecessor fund) on May 15, 2009, and had no
prior operating history. Prior to May 15, 2009, fees were incurred by the
predecessor fund and paid or owed to Morgan Asset Management, Inc., the
predecessor fund's adviser.
UNDERWRITING EXPENSES AND COMMISSIONS
FOR THE FISCAL YEARS ENDED NOVEMBER 30, 2011 2010 2009
-------------------------------------------------------------------- ---------- ---------- -----------
Approximate Net Underwriting Expenses Retained by Morgan Keegan and
Federated $ 29,003 $ 27,230 $ 7,264
-------------------------------------------------------------------- -------- -------- --------
Approximate Commissions Reallowed to Dealers (Class A shares) $160,003 $152,327 $ 42,099
-------------------------------------------------------------------- -------- -------- --------
Approximate Commissions Reallowed to Dealers (Class C shares) $ 0 $ 0 $ 0
-------------------------------------------------------------------- -------- -------- --------
Approximate Brokerage and Underwriting Commissions (Portfolio
Transactions) $781,889 $822,226 $329,903
-------------------------------------------------------------------- -------- -------- --------
FUND EXPENSES UNDER THE DISTRIBUTION PLAN
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2011
-----------------------------------------------------
COMBINED PLAN CLASS A PLAN CLASS C PLAN
---------------------- -------------- -------------
$1,127,225 $985,556 $141,669
------------ -------- --------
67
ALLOCATION OF FUND EXPENSES UNDER THE DISTRIBUTION PLAN
An estimate by category of the allocation of fees paid by each class of shares
of the fund during the year ended December 31, 2011 is set forth in the
following table:
PAYMENTS
TO SERVICING SALES PRINTING
PARTIES/1/ ADVERTISING MEETINGS AND MAILING TOTAL
-------------- ------------- ---------- ------------- -----------
Class A $904,873 $4,284 $15,930 $14,468 $939,555
--------- -------- ------ ------- ------- --------
Class C $135,764 $ 367 $ 1,237 $ 1,258 $138,626
--------- -------- ------ ------- ------- --------
1 Payments to Servicing Parties include Pioneer Funds Distributor, Inc.,
broker-dealers, financial intermediaries and other parties that enter into
a distribution, selling or service agreement with respect to one or more
classes of the fund (annualized for the period ending December 31, 2011).
SECURITIES OF REGULAR BROKER-DEALERS
As of November 30, 2011, the fund held the following securities of its regular
broker-dealers (or affiliates of such broker-dealers):
Invesco, LTD. Equity $3,874,000
--------------- -------- ----------
CDSCS
During the fiscal year ended November 30, 2011, the following CDSCs were paid
to PFD:
$1,600
CAPITAL LOSS CARRYFORWARDS AS OF NOVEMBER 30, 2011
At November 30, 2011, the fund had the following net capital loss carryforward:
$24,592,449
Of this, the following amounts will expire as indicated below, if not utilized:
2017 $24,592,449
---- -----------
68
19. APPENDIX A - DESCRIPTION OF SHORT-TERM DEBT, CORPORATE BOND AND PREFERRED
STOCK RATINGS/1/
DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S ("MOODY'S") SHORT-TERM
RATINGS:
Moody's short-term ratings are opinions of the ability of issuers to honor
short-term financial obligations. Ratings may be assigned to issuers,
short-term programs or to individual short-term debt instruments. Such
obligations generally have an original maturity not exceeding thirteen months,
unless explicitly noted.
Moody's employs the following designations to indicate the relative repayment
ability of rated issuers:
P-1: Issuers (or supporting institutions) rated Prime-1 have a superior ability
to repay short-term debt obligations.
P-2: Issuers (or supporting institutions) rated Prime-2 have a strong ability
to repay short-term debt obligations.
P-3: Issuers (or supporting institutions) rated Prime-3 have an acceptable
ability to repay short-term obligations.
NP: Issuers (or supporting institutions) rated Not Prime do not fall within any
of the Prime rating categories.
NOTE: Canadian issuers rated P-1 or P-2 have their short-term ratings enhanced
by the senior-most long-term rating of the issuer, its guarantor or
support-provider.
DESCRIPTION OF MOODY'S LONG-TERM CORPORATE RATINGS:
Moody's long-term obligation ratings are opinions of the relative credit risk
of fixed-income obligations with an original maturity of one year or more. They
address the possibility that a financial obligation will not be honored as
promised. Such ratings use Moody's Global Scale and reflect both the likelihood
of default and any financial loss suffered in the event of default.
AAA: Obligations rated Aaa are judged to be of the highest quality, with
minimal credit risk.
AA: Obligations rated Aa are judged to be of high quality and are subject to
very low credit risk.
A: Obligations rated A are considered upper-medium grade and are subject to low
credit risk.
BAA: Obligations rated Baa are subject to moderate credit risk. They are
considered medium-grade and as such may possess certain speculative
characteristics.
BA: Obligations rated Ba are judged to have speculative elements and are
subject to substantial credit risk.
B: Obligations rated B are considered speculative and are subject to high
credit risk.
CAA: Obligations rated Caa are judged to be of poor standing and are subject to
very high credit risk.
CA: Obligations rated Ca are highly speculative and are likely in, or very
near, default, with some prospect of recovery of principal and interest.
------------------------
/1/ The ratings indicated herein are believed to be the most recent ratings
available at the date of this statement of additional information for the
securities listed. Ratings are generally given to securities at the time of
issuance. While the rating agencies may from time to time revise such
ratings, they undertake no obligation to do so, and the ratings indicated
do not necessarily represent ratings which will be given to these
securities on the date of the fund's fiscal year-end.
69
C: Obligations rated C are the lowest rated class of bonds and are typically in
default, with little prospect for recovery of principal or interest.
NOTE: Moody's appends numerical modifiers "1", "2", and "3" to each generic
rating classification from "Aa" through "Caa". The modifier "1" indicates that
the obligation ranks in the higher end of its generic rating category; the
modifier "2" indicates a mid-range ranking; and the modifier "3" indicates a
ranking in the lower end of that generic rating category.
DESCRIPTION OF MOODY'S MEDIUM-TERM NOTE RATINGS:
Moody's assigns long-term ratings to individual debt securities issued from
medium-term note (MTN) programs, in addition to indicating ratings to MTN
programs themselves. These long-term ratings are expressed on Moody's general
long-term scale. Notes issued under MTN programs with such indicated ratings
are rated at issuance at the rating applicable to all pari passu notes issued
under the same program, at the program's relevant indicated rating, provided
such notes do not exhibit any of the characteristics listed below:
o Notes containing features that link interest or principal to the credit
performance of any third party or parties (i.e., credit-linked notes);
o Notes allowing for negative coupons, or negative principal;
o Notes containing any provision that could obligate the investor to make any
additional payments;
o Notes containing provisions that subordinate the claim.
For notes with any of these characteristics, the rating of the individual note
may differ from the indicated rating of the program.
STANDARD & POOR'S RATINGS GROUP'S LONG-TERM ISSUE CREDIT RATINGS:
Issue credit ratings are based, in varying degrees, on Standard & Poor's
analysis of the following considerations:
o Likelihood of payment-capacity and willingness of the obligor to meet its
financial commitment on an obligation in accordance with the terms of the
obligation;
o Nature of and provisions of the obligation;
o Protection afforded by, and relative position of, the obligation in the event
of bankruptcy, reorganization, or other arrangement under the laws of
bankruptcy and other laws affecting creditors' rights.
Issue ratings are an assessment of default risk, but may incorporate an
assessment of relative seniority or ultimate recovery in the event of default.
Junior obligations are typically rated lower than senior obligations, to
reflect the lower priority in bankruptcy, as noted above. (Such differentiation
may apply when an entity has both senior and subordinated obligations, secured
and unsecured obligations, or operating company and holding company
obligations.)
AAA: An obligation rated "AAA" has the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is extremely strong.
AA: An obligation rated "AA" differs from the highest-rated obligations only to
a small degree. The obligor's capacity to meet its financial commitment on the
obligation is very strong.
A: An obligation rated "A" is somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than obligations in
higher-rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.
70
BBB: An obligation rated "BBB" exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity of the obligor to meet its financial commitment
on the obligation.
BB, B, CCC, CC, AND C: Obligations rated "BB", "B", "CCC", "CC", and "C" are
regarded as having significant speculative characteristics. "BB" indicates the
least degree of speculation and "C" the highest. While such obligations will
likely have some quality and protective characteristics, these may be
outweighed by large uncertainties or major exposures to adverse conditions.
BB: An obligation rated "BB" is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or exposure
to adverse business, financial, or economic conditions which could lead to the
obligor's inadequate capacity to meet its financial commitment on the
obligation.
B: An obligation rated "B" is more vulnerable to nonpayment than obligations
rated "BB", but the obligor currently has the capacity to meet its financial
commitment on the obligation. Adverse business, financial, or economic
conditions will likely impair the obligor's capacity or willingness to meet its
financial commitment on the obligation.
CCC: An obligation rated "CCC" is currently vulnerable to nonpayment, and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation. In the event of
adverse business, financial, or economic conditions, the obligor is not likely
to have the capacity to meet its financial commitment on the obligation.
CC: An obligation rated "CC" is currently highly vulnerable to nonpayment.
C: A "C" rating is assigned to obligations that are currently highly vulnerable
to nonpayment, obligations that have payment arrearages allowed by the terms of
the documents, or obligations of an issuer that is the subject of a bankruptcy
petition or similar action which have not experienced a payment default. Among
others, the "C" rating may be assigned to subordinated debt, preferred stock or
other obligations on which cash payments have been suspended in accordance with
the instrument's terms or when preferred stock is the subject of a distressed
exchange offer, whereby some or all of the issue is either repurchased for an
amount of cash or replaced by other instruments having a total value that is
less than par.
D: An obligation rated "D" is in payment default. The "D" rating category is
used when payments on an obligation, including a regulatory capital instrument,
are not made on the date due even if the applicable grace period has not
expired, unless Standard & Poor's believes that such payments will be made
during such grace period. The "D" rating also will be used upon the filing of a
bankruptcy petition or the taking of a similar action if payments on an
obligation are jeopardized. An obligation's rating is lowered to "D" upon
completion of a distressed exchange offer, whereby some or all of the issue is
either repurchased for an amount of cash or replaced by other instruments
having a total value that is less than par.
PLUS (+) OR MINUS (-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus (+) or minus (-) sign to show relative standing within the
major rating categories.
NR: This indicates that no rating has been requested, that there is
insufficient information on which to base a rating, or that Standard & Poor's
does not rate a particular obligation as a matter of policy.
STANDARD & POOR'S SHORT-TERM ISSUE CREDIT RATINGS:
Short-term ratings are generally assigned to those obligations considered
short-term in the relevant market. In the U.S., for example, that means
obligations with an original maturity date of no more than 365 days - including
commercial paper. Short-term ratings are also used to indicate the
creditworthiness of an obligor with respect to put features on long-term
obligations. The result is a dual rating, in which the short-term rating
addresses the put feature, in addition to the usual long-term rating.
71
A-1: A short-term obligation rated "A-1" is rated in the highest category by
Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is strong. Within this category, certain obligations are
designated with a plus sign (+). This indicates that the obligor's capacity to
meet its financial commitment on these obligations is extremely strong.
A-2: A short-term obligation rated "A-2" is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rating categories. However, the obligor's capacity to
meet its financial commitment on the obligation is satisfactory.
A-3: A short-term obligation rated "A-3" exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation.
B: A short-term obligation rated "B" is regarded as having significant
speculative characteristics. Ratings of "B-1", "B-2", and "B-3" may be assigned
to indicate finer distinctions within the "B" category. The obligor currently
has the capacity to meet its financial commitment on the obligation; however,
it faces major ongoing uncertainties which could lead to the obligor's
inadequate capacity to meet its financial commitment on the obligation.
B-1: A short-term obligation rated "B-1" is regarded as having significant
speculative characteristics, but the obligor has a relatively stronger capacity
to meet its financial commitments over the short-term compared to other
speculative-grade obligors.
B-2: A short-term obligation rated "B-2" is regarded as having significant
speculative characteristics, and the obligor has an average speculative-grade
capacity to meet its financial commitments over the short-term compared to
other speculative-grade obligors.
B-3: A short-term obligation rated "B-3" is regarded as having significant
speculative characteristics, and the obligor has a relatively weaker capacity
to meet its financial commitments over the short-term compared to other
speculative-grade obligors.
C: A short-term obligation rated "C" is currently vulnerable to nonpayment and
is dependent upon favorable business, financial, and economic conditions for
the obligor to meet its financial commitment on the obligation.
D: A short-term obligation rated "D" is in payment default. The "D" rating
category is used when payments on an obligation, including a regulatory capital
instrument, are not made on the date due even if the applicable grace period
has not expired, unless Standard & Poor's believes that such payments will be
made during such grace period. The "D" rating also will be used upon the filing
of a bankruptcy petition or the taking of a similar action if payments on an
obligation are jeopardized.
LOCAL CURRENCY AND FOREIGN CURRENCY RISKS
Country risk considerations are a standard part of Standard & Poor's analysis
for credit ratings on any issuer or issue. Currency of repayment is a key
factor in this analysis. An obligor's capacity to repay foreign currency
obligations may be lower than its capacity to repay obligations in its local
currency due to the sovereign government's own relatively lower capacity to
repay external versus domestic debt. These sovereign risk considerations are
incorporated in the debt ratings assigned to specific issues. Foreign currency
issuer ratings are also distinguished from local currency issuer ratings to
identify those instances where sovereign risks make them different for the same
issuer.
72
20. APPENDIX B - PROXY VOTING POLICIES AND PROCEDURES
POLICY
Each of Pioneer Investment Management, Inc. and Pioneer Institutional Asset
Management, Inc. (collectively, "Pioneer") is a fiduciary that owes each of its
client's duties of care and loyalty with respect to all services undertaken on
the client's behalf, including proxy voting. When Pioneer has been delegated
proxy-voting authority for a client, the duty of care requires Pioneer to
monitor corporate events and to vote the proxies. To satisfy its duty of
loyalty, Pioneer must place its client's interests ahead of its own and must
cast proxy votes in a manner consistent with the best interest of its clients.
Pioneer will seek to vote all proxies in accordance with this policy, which are
presented in a timely manner.
Pioneer's sole concern in voting proxies is the economic effect of the proposal
on the value of portfolio holdings, considering both the short- and long-term
impact. In many instances, Pioneer believes that supporting the company's
strategy and voting "for" management's proposals builds portfolio value. In
other cases, however, proposals set forth by management may have a negative
effect on that value, while some shareholder proposals may hold the best
prospects for enhancing it. Pioneer monitors developments in the proxy-voting
arena and will revise this policy as needed.
All proxies that are received in a timely manner will be voted in accordance
with the specific policies listed below. All shares in a company held by
Pioneer-managed accounts will be voted alike, unless a client has given us
specific voting instructions on an issue or has not delegated authority to us.
Proxy voting issues will be reviewed by Pioneer's Proxy Voting Oversight Group.
Pioneer has established Proxy Voting Procedures for identifying and reviewing
conflicts of interest that may arise in the voting of proxies.
Clients may request, at any time, a report on proxy votes for securities held
in their portfolios and Pioneer is happy to discuss our proxy votes with
company management. Pioneer retains a proxy voting service to provide research
on proxy issues and to process proxy votes.
APPLICABILITY
Pioneer's Proxy Voting policy and related procedures are designed to complement
Pioneer's investment policies and procedures regarding its general
responsibility to monitor the performance and/or corporate events of companies
that are issuers of securities held in accounts managed by Pioneer. The Proxy
Voting policies and procedures summarize Pioneer's position on a number of
issues for which proxies may be solicited. The policies are guidelines that
provide a general indication on how Pioneer would vote but do not include all
potential voting scenarios or proxy events involving closed-end Funds. Because
of the special issues associated with proxy solicitations by closed-end Funds,
shares of closed-end Funds will be voted by Pioneer on a case-by-case basis.
PURPOSE
The overriding goal of Pioneer's Proxy Voting Procedure is that proxies for all
United States ("US") and non-US companies that are received in a timely manner
will be voted in accordance with Pioneer's policies or specific client
instructions. All shares in a company held by Pioneer-managed accounts will be
voted alike, unless a client has given us specific voting instructions on an
issue or has not delegated authority to us, or the Proxy Voting Oversight Group
determines that the circumstances justify a different approach.
Pioneer does not delegate the authority to vote proxies relating to its clients
to any of its affiliates, which include other subsidiaries of UniCredit S.p.A.
("UniCredit").
Any questions about these policies and procedures should be directed to
Pioneer's Director of Investment Operations (the "Proxy Coordinator").
73
PROCEDURES
PROXY VOTING SERVICE
Pioneer has engaged an independent proxy voting service to assist in the voting
of proxies. The proxy voting service works with custodians to ensure that all
proxy materials are received by the custodians and are processed in a timely
fashion. To the extent applicable, the proxy voting service votes all proxies
in accordance with the proxy voting guidelines established by Pioneer and set
forth herein. The proxy voting service will refer proxy questions to the Proxy
Coordinator (described below) for instructions under circumstances where: (1)
the application of the proxy voting guidelines is unclear; (2) a particular
proxy question is not covered by the guidelines; or (3) the guidelines call for
specific instructions on a case-by-case basis. The proxy voting service is also
requested to call to the Proxy Coordinator's attention specific proxy questions
that, while governed by a guideline, appear to involve unusual or controversial
issues. Pioneer reserves the right to attend a meeting in person and may do so
when it determines that the company or the matters to be voted on at the
meeting are strategically important to its clients.
PROXY COORDINATOR
The Proxy Coordinator coordinates the voting, procedures and reporting of
proxies on behalf of Pioneer's clients. The Proxy Coordinator will deal
directly with the proxy voting service and, in the case of proxy questions
referred by the proxy voting service, will solicit voting recommendations and
instructions from the Portfolio Management or, to the extent applicable,
investment sub-advisers. The Proxy Coordinator is responsible for ensuring that
these questions and referrals are responded to in a timely fashion and for
transmitting appropriate voting instructions to the proxy voting service. The
Proxy Coordinator is responsible for verifying with the Chief Legal Officer or
his or her designee whether Pioneer's voting power is subject to any
limitations or guidelines issued by the client (or in the case of an employee
benefit plan, the plan's trustee or other fiduciaries).
REFERRAL ITEMS
The proxy voting service will refer proxy questions to the Proxy Coordinator or
his or her designee that are described by Pioneer's proxy voting guidelines as
to be voted on a case-by-case basis, that are not covered by Pioneer's
guidelines or where Pioneer's guidelines may be unclear with respect to the
matter to be voted on. Under such circumstances, the Proxy Coordinator will
seek a written voting recommendation from the Head of Portfolio Management U.S.
or his or her designated equity portfolio-management representative. Any such
recommendation will include: (i) the manner in which the proxies should be
voted; (ii) the rationale underlying any such decision; and (iii) the
disclosure of any contacts or communications made between Pioneer and any
outside parties concerning the proxy proposal prior to the time that the voting
instructions are provided.
SECURITIES LENDING
In accordance with industry standards proxies are not available to be voted
when the shares are out on loan through either Pioneer's lending program or a
client's managed security lending program. However, Pioneer will reserve the
right to recall lent securities so that they may be voted according to the
Pioneer's instructions. If a portfolio manager would like to vote a block of
previously lent shares, the Proxy Coordinator will work with the portfolio
manager and Investment Operations to recall the security, to the extent
possible, to facilitate the vote on the entire block of shares. Certain clients
participate in securities lending programs. Although such programs allow for
the recall of securities for any reason, Pioneer may determine not to vote
securities on loan and it may not always be possible for securities on loan to
be recalled in time to be voted.
74
SHARE-BLOCKING
"Share-blocking" is a market practice whereby shares are sent to a custodian
(which may be different than the account custodian) for record keeping and
voting at the general meeting. The shares are unavailable for sale or delivery
until the end of the blocking period (typically the day after general meeting
date).
Pioneer will vote in those countries with "share-blocking." In the event a
manager would like to sell a security with "share-blocking", the Proxy
Coordinator will work with the Portfolio Manager and Investment Operations
Department to recall the shares (as allowable within the market time-frame and
practices) and/or communicate with executing brokerage firm. A list of
countries with "share-blocking" is available from the Investment Operations
Department upon request.
DISCLOSURE
Pioneer shall take reasonable measures to inform its clients of the process or
procedures clients must follow to obtain information regarding how Pioneer
voted with respect to assets held in their accounts. In addition, Pioneer shall
describe to clients its proxy voting policies and procedures and will furnish a
copy of its proxy voting policies and procedures upon request. This information
may be provided to clients through Pioneer's Form ADV (Part II) disclosure, by
separate notice to the client, or through Pioneer's website.
PROXY VOTING OVERSIGHT GROUP
The members of the Proxy Voting Oversight Group include Pioneer's: Head of
Portfolio Management U.S. or his or her designated equity portfolio management
representative, the Director of Investment Operations, and the Chief Compliance
Officer of the Adviser and Funds. Other members of Pioneer will be invited to
attend meetings and otherwise participate as necessary. The Director of
Investment Operations will chair the Proxy Voting Oversight Group.
The Proxy Voting Oversight Group is responsible for developing, evaluating, and
changing (when necessary) Pioneer's Proxy Voting Policies and Procedures. The
group meets at least annually to evaluate and review these policies and
procedures and the services of its third-party proxy voting service. In
addition, the Proxy Voting Oversight Group will meet as necessary to vote on
referral items and address other business as necessary.
AMENDMENTS
Pioneer may not amend its Proxy Voting Policies and Procedures without the
prior approval of the Proxy Voting Oversight Group and its corporate parent,
Pioneer Global Asset Management S.p.A. ("PGAM").
FILING FORM N-PX
The Proxy Coordinator and the Regulatory Compliance Manager are responsible for
ensuring that Form N-PX documents receive the proper review by a member of the
Proxy Voting Oversight Group prior to a Fund officer signing the forms.
The Investment Operations department will provide the Compliance department
with a copy of each Form N-PX filing prepared by the proxy voting service.
COMPLIANCE FILES N-PX.
The Compliance department will ensure that a corresponding Form N-PX exists for
each Pioneer registered investment company.
Following this review, each Form N-PX is formatted for public dissemination via
the EDGAR system.
Prior to submission, each Form N-PX is to be presented to the Fund officer for
a final review and signature.
Copies of the Form N-PX filings and their submission receipts are maintained
according to Pioneer record keeping policies.
75
PROXY VOTING GUIDELINES
ADMINISTRATIVE
While administrative items appear infrequently in U.S. issuer proxies, they are
quite common in non-U.S. proxies.
We will generally support these and similar management proposals:
o Corporate name change.
o A change of corporate headquarters.
o Stock exchange listing.
o Establishment of time and place of annual meeting.
o Adjournment or postponement of annual meeting.
o Acceptance/approval of financial statements.
o Approval of dividend payments, dividend reinvestment plans and other
dividend-related proposals.
o Approval of minutes and other formalities.
o Authorization of the transferring of reserves and allocation of income.
o Amendments to authorized signatories.
o Approval of accounting method changes or change in fiscal year-end.
o Acceptance of labor agreements.
o Appointment of internal auditors.
Pioneer will vote on a case-by-case basis on other routine business; however,
Pioneer will oppose any routine business proposal if insufficient information
is presented in advance to allow Pioneer to judge the merit of the proposal.
Pioneer has also instructed its proxy voting service to inform Pioneer of its
analysis of any administrative items that maybe inconsistent, in its view, with
Pioneer's goal of supporting the value of client's portfolio holdings so that
Pioneer may consider and vote on those items on a case-by-case basis.
AUDITORS
We normally vote for proposals to:
o Ratify the auditors. We will consider a vote against if we are concerned
about the auditors' independence or their past work for the company.
Specifically, we will oppose the ratification of auditors and withhold votes
from audit committee members if non-audit fees paid by the company to the
auditing firm exceed the sum of audit fees plus audit-related fees plus
permissible tax fees according to the disclosure categories proposed by the
Securities and Exchange Commission.
o Restore shareholder rights to ratify the auditors.
We will normally oppose proposals that require companies to:
o Seek bids from other auditors.
o Rotate auditing firms, except where the rotation is statutorily required or
where rotation would demonstrably strengthen financial disclosure.
o Indemnify auditors.
o Prohibit auditors from engaging in non-audit services for the company.
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BOARD OF DIRECTORS
On issues related to the board of directors, Pioneer normally supports
management. We will, however, consider a vote against management in instances
where corporate performance has been very poor or where the board appears to
lack independence.
GENERAL BOARD ISSUES
Pioneer will vote for:
o Audit, compensation and nominating committees composed of independent
directors exclusively.
o Indemnification for directors for actions taken in good faith in accordance
with the business judgment rule. We will vote against proposals for broader
indemnification.
o Changes in board size that appear to have a legitimate business purpose and
are not primarily for anti-takeover reasons.
o Election of an honorary director.
We will vote against:
o Minimum stock ownership by directors.
o Term limits for directors. Companies benefit from experienced directors, and
shareholder control is better achieved through annual votes.
o Requirements for union or special interest representation on the board.
o Requirements to provide two candidates for each board seat.
We will vote on a case-by case basis on these issues:
o Separate chairman and CEO positions. We will consider voting with
shareholders on these issues in cases of poor corporate performance.
ELECTIONS OF DIRECTORS
In uncontested elections of directors we will vote against:
o Individual directors with absenteeism above 25% without valid reason. We
support proposals that require disclosure of director attendance.
o Insider directors and affiliated outsiders who sit on the audit,
compensation, stock option or nominating committees. For the purposes of our
policy, we accept the definition of affiliated directors provided by our
proxy voting service.
We will also vote against:
o Directors who have failed to act on a takeover offer where the majority of
shareholders have tendered their shares.
o Directors who appear to lack independence or are associated with very poor
corporate performance.
We will vote on a case-by case basis on these issues:
o Re-election of directors who have implemented or renewed a dead-hand or
modified dead-hand poison pill (a "dead-hand poison pill" is a shareholder
rights plan that may be altered only by incumbent or "dead" directors. These
plans prevent a potential acquirer from disabling a poison pill by obtaining
control of the board through a proxy vote).
o Contested election of directors.
o Prior to phase-in required by SEC, we would consider supporting election of a
majority of independent directors in cases of poor performance.
o Mandatory retirement policies.
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o Directors who have ignored a shareholder proposal that has been approved by
shareholders for two consecutive years.
We will vote for:
o Precatory and binding resolutions requesting that the board change the
company's bylaws to stipulate that directors need to be elected with
affirmative majority of votes cast, provided that the resolutions allow for
plurality voting in cases of contested elections.
TAKEOVER-RELATED MEASURES
Pioneer is generally opposed to proposals that may discourage takeover
attempts. We believe that the potential for a takeover helps ensure that
corporate performance remains high.
Pioneer will vote for:
o Cumulative voting.
o Increase ability for shareholders to call special meetings.
o Increase ability for shareholders to act by written consent.
o Restrictions on the ability to make greenmail payments.
o Submitting rights plans to shareholder vote.
o Rescinding shareholder rights plans ("poison pills").
o Opting out of the following state takeover statutes:
- Control share acquisition statutes, which deny large holders voting rights
on holdings over a specified threshold.
- Control share cash-out provisions, which require large holders to acquire
shares from other holders
- Freeze-out provisions, which impose a waiting period on large holders
before they can attempt to gain control
- Stakeholder laws, which permit directors to consider interests of
non-shareholder constituencies.
- Disgorgement provisions, which require acquirers to disgorge profits on
purchases made before gaining control.
- Fair price provisions.
- Authorization of shareholder rights plans.
- Labor protection provisions.
- Mandatory classified boards.
We will vote on a case-by-case basis on the following issues:
o Fair price provisions. We will vote against provisions requiring
supermajority votes to approve takeovers. We will also consider voting
against proposals that require a supermajority vote to repeal or amend the
provision. Finally, we will consider the mechanism used to determine the
fair price; we are generally opposed to complicated formulas or requirements
to pay a premium.
o Opting out of state takeover statutes regarding fair price provisions. We
will use the criteria used for fair price provisions in general to determine
our vote on this issue.
o Proposals that allow shareholders to nominate directors.
We will vote against:
o Classified boards, except in the case of closed-end funds, where we shall
vote on a case-by-case basis.
o Limiting shareholder ability to remove or appoint directors. We will support
proposals to restore shareholder authority in this area. We will review on
case-by-case basis proposals that authorize the board to make interim
appointments.
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o Classes of shares with unequal voting rights.
o Supermajority vote requirements.
o Severance packages ("golden" and "tin" parachutes). We will support proposals
to put these packages to shareholder vote.
o Reimbursement of dissident proxy solicitation expenses. While we ordinarily
support measures that encourage takeover bids, we believe that management
should have full control over corporate funds.
o Extension of advance notice requirements for shareholder proposals.
o Granting board authority normally retained by shareholders (e.g., amend
charter, set board size).
o Shareholder rights plans ("poison pills"). These plans generally allow
shareholders to buy additional shares at a below-market price in the event
of a change in control and may deter some bids.
CAPITAL STRUCTURE
Managements need considerable flexibility in determining the company's
financial structure, and Pioneer normally supports managements' proposals in
this area. We will, however, reject proposals that impose high barriers to
potential takeovers.
Pioneer will vote for:
o Changes in par value.
o Reverse splits, if accompanied by a reduction in number of shares.
o Shares repurchase programs, if all shareholders may participate on equal
terms.
o Bond issuance.
o Increases in "ordinary" preferred stock.
o Proposals to have blank-check common stock placements (other than shares
issued in the normal course of business) submitted for shareholder approval.
o Cancellation of company treasury shares.
We will vote on a case-by-case basis on the following issues:
o Reverse splits not accompanied by a reduction in number of shares,
considering the risk of delisting.
o Increase in authorized common stock. We will make a determination
considering, among other factors:
- Number of shares currently available for issuance;
- Size of requested increase (we would normally approve increases of up to
100% or current authorization);
- Proposed use of the proceeds from the issuance of additional shares, and
- Potential consequences of a failure to increase the number of shares
outstanding (e.g., delisting or bankruptcy).
o Blank-check preferred. We will normally oppose issuance of a new class of
blank-check preferred, but may approve an increase in a class already
outstanding if the company has demonstrated that it uses this flexibility
appropriately.
o Proposals to submit private placements to shareholder vote.
o Other financing plans.
We will vote against preemptive rights that we believe limit a company's
financing flexibility.
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COMPENSATION
Pioneer supports compensation plans that link pay to shareholder returns and
believes that management has the best understanding of the level of
compensation needed to attract and retain qualified people. At the same time,
stock-related compensation plans have a significant economic impact and a
direct effect on the balance sheet. Therefore, while we do not want to
micromanage a company's compensation programs, we will place limits on the
potential dilution these plans may impose.
Pioneer will vote for:
o 401(k) benefit plans.
o Employee stock ownership plans (ESOPs), as long as shares allocated to ESOPs
are less than 5% of outstanding shares. Larger blocks of stock in ESOPs can
serve as a takeover defense. We will support proposals to submit ESOPs to
shareholder vote.
o Various issues related to the Omnibus Budget and Reconciliation Act of 1993
(OBRA), including:
- Amendments to performance plans to conform with OBRA;
- Caps on annual grants or amendments of administrative features;
- Adding performance goals, and
- Cash or cash and stock bonus plans.
o Establish a process to link pay, including stock-option grants, to
performance, leaving specifics of implementation to the company.
o Require that option repricing be submitted to shareholders.
o Require the expensing of stock-option awards.
o Require reporting of executive retirement benefits (deferred compensation,
split-dollar life insurance, SERPs, and pension benefits).
o Employee stock purchase plans where the purchase price is equal to at least
85% of the market price, where the offering period is no greater than 27
months and where potential dilution (as defined below) is no greater than
10%.
We will vote on a case-by-case basis on the following issues:
o Shareholder proposals seeking additional disclosure of executive and director
pay information.
o Executive and director stock-related compensation plans. We will consider the
following factors when reviewing these plans:
- The program must be of a reasonable size. We will approve plans where the
combined employee and director plans together would generate less than 15%
dilution. We will reject plans with 15% or more potential dilution.
Dilution = (A + B + C) / (A + B + C + D), where
A = Shares reserved for plan/amendment,
B = Shares available under continuing plans,
C = Shares granted but unexercised and
D = Shares outstanding.
- The plan must not:
- Explicitly permit unlimited option repricing authority or that have
repriced in the past without shareholder approval
- Be a self-replenishing "evergreen" plan, plans that grant discount
options and tax offset payments
- We are generally in favor of proposals that increase participation beyond
executives.
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- We generally support proposals asking companies to adopt rigorous vesting
provisions for stock option plans such as those that vest incrementally
over, at least, a three or four-year period with a pro rata portion of the
shares becoming exercisable on an annual basis following grant date.
- We generally support proposals asking companies to disclose their window
period policies for stock transactions. Window period policies ensure that
employees do not exercise options based on insider information
contemporaneous with quarterly earnings releases and other material
corporate announcements.
- We generally support proposals asking companies to adopt stock holding
periods for their executives.
o All other employee stock purchase plans.
o All other compensation-related proposals, including deferred compensation
plans, employment agreements, loan guarantee programs and retirement plans.
o All other proposals regarding stock compensation plans, including extending
the life of a plan, changing vesting restrictions, repricing options,
lengthening exercise periods or accelerating distribution of awards and
pyramiding and cashless exercise programs.
We will vote against:
o Pensions for non-employee directors. We believe these retirement plans reduce
director objectivity.
o Elimination of stock option plans.
We will vote on a case-by case basis on these issues:
o Limits on executive and director pay.
o Stock in lieu of cash compensation for directors.
CORPORATE GOVERNANCE
Pioneer will vote for:
o Confidential Voting.
o Equal access provisions, which allow shareholders to contribute their opinion
to proxy materials.
o Proposals requiring directors to disclose their ownership of shares in the
company.
We will vote on a case-by-case basis on the following issues:
o Change in the state of incorporation. We will support reincorporations
supported by valid business reasons. We will oppose those that appear to be
solely for the purpose of strengthening takeover defenses.
o Bundled proposals. We will evaluate the overall impact of the proposal.
o Adopting or amending the charter, bylaws or articles of association.
o Shareholder appraisal rights, which allow shareholders to demand judicial
review of an acquisition price.
We will vote against:
o Shareholder advisory committees. While management should solicit shareholder
input, we prefer to leave the method of doing so to management's discretion.
o Limitations on stock ownership or voting rights.
o Reduction in share ownership disclosure guidelines.
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MERGERS AND RESTRUCTURINGS
Pioneer will vote on the following and similar issues on a case-by-case basis:
o Mergers and acquisitions.
o Corporate restructurings, including spin-offs, liquidations, asset sales,
joint ventures, conversions to holding company and conversions to
self-managed REIT structure.
o Debt restructurings.
o Conversion of securities.
o Issuance of shares to facilitate a merger.
o Private placements, warrants, convertible debentures.
o Proposals requiring management to inform shareholders of merger
opportunities.
We will normally vote against shareholder proposals requiring that the company
be put up for sale.
MUTUAL FUNDS
Many of our portfolios may invest in shares of closed-end funds or
exchange-traded funds. The non-corporate structure of these investments raises
several unique proxy voting issues.
Pioneer will vote for:
o Establishment of new classes or series of shares.
o Establishment of a master-feeder structure.
Pioneer will vote on a case-by-case on:
o Changes in investment policy. We will normally support changes that do not
affect the investment objective or overall risk level of the fund. We will
examine more fundamental changes on a case-by-case basis.
o Approval of new or amended advisory contracts.
o Changes from closed-end to open-end format.
o Authorization for, or increase in, preferred shares.
o Disposition of assets, termination, liquidation, or mergers.
o Classified boards of closed-end funds, but will typically support such
proposals.
SOCIAL ISSUES
Pioneer will abstain on stockholder proposals calling for greater disclosure of
corporate activities with regard to social issues. "Social Issues" may
generally be described as shareholder proposals for a company to:
o Conduct studies regarding certain issues of public concern and interest;
o Study the feasibility of the company taking certain actions with regard to
such issues; or
o Take specific action, including ceasing certain behavior and adopting company
standards and principles, in relation to issues of public concern and
interest.
We believe these issues are important and should receive management attention.
Pioneer will vote against proposals calling for substantial changes in the
company's business or activities. We will also normally vote against proposals
with regard to contributions, believing that management should control the
routine disbursement of funds.
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AVOIDING CONFLICTS OF INTEREST
Pioneer addresses potential material conflicts of interest by having a
predetermined proxy voting policy. The Proxy Voting Oversight Group is
responsible for monitoring potential conflicts of interest in connection with
the voting of proxies on behalf of the Pioneer Funds and other clients. For
those proposals that are determined to present a material conflict of interest,
the Proxy Voting Oversight Group will follow additional procedures, which may
include consulting with the Board of Trustees in matters concerning the Pioneer
Funds.
A conflict of interest occurs when Pioneer's interests interfere, or appear to
interfere with the interests of Pioneer's clients. Occasionally, Pioneer may
have a conflict that can affect how it votes proxies. The conflict may be
actual or perceived and may exist when the matter to be voted on concerns:
o An affiliate of Pioneer, such as another company belonging to the UniCredit
S.p.A. banking group (a "UniCredit Affiliate");
o An issuer of a security for which Pioneer acts as a sponsor, advisor,
manager, custodian, distributor, underwriter, broker, or other similar
capacity (including those securities specifically declared by PGAM to
present a conflict of interest for Pioneer);
o An issuer of a security for which UniCredit has informed Pioneer that a
UniCredit Affiliate acts as a sponsor, advisor, manager, custodian,
distributor, underwriter, broker, or other similar capacity; or
o A person with whom Pioneer (or any of its affiliates) has an existing,
material contract or business relationship that was not entered into in the
ordinary course of Pioneer's business.
Pioneer will abstain from voting shares of UniCredit Group, unless otherwise
directed by a client. In addition, the Proxy Coordinator will inform PGAM
Global Compliance and the PGAM Independent Directors before exercising such
rights.
Any associate involved in the proxy voting process with knowledge of any
apparent or actual conflict of interest must disclose such conflict to the
Proxy Coordinator and the Chief Compliance Officer of the Adviser and Funds.
The Proxy Voting Oversight Group will review each item referred to Pioneer by
the proxy voting service to determine whether an actual or potential conflict
of interest with Pioneer exists in connection with the proposal(s) to be voted
upon. The review will be conducted by comparing the apparent parties affected
by the proxy proposal being voted upon against the Controller's and Compliance
Department's internal list of interested persons and, for any matches found,
evaluating the anticipated magnitude and possible probability of any conflict
of interest being present. For each referral item, the determination regarding
the presence or absence of any actual or potential conflict of interest will be
documented in a Conflicts of Interest Report prepared by the Proxy Coordinator.
SUPERVISION
ESCALATION
It is each associate's responsibility to contact his or her business unit head,
the Proxy Coordinator, a member of the Proxy Voting Oversight Group or Chief
Compliance Officer of the Advisor and the Funds if he or she becomes aware of
any possible deviation from this policy and procedure that may disadvantage a
client or Fund.
TRAINING
Pioneer conducts periodic training on the Proxy Voting Policy and Procedure. It
is the responsibility of the business line policy owner and the applicable
Compliance Department to coordinate and conduct such training.
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RELATED POLICIES AND PROCEDURES
Pioneer's Investment Management, Inc. Books and Records Policy and the Books
and Records of the Pioneer Funds' Policy.
RECORD KEEPING
The Proxy Coordinator shall ensure that Pioneer's proxy voting service:
o Retains a copy of the proxy statement received (unless the proxy statement is
available from the SEC's Electronic Data Gathering, Analysis, and Retrieval
(EDGAR) system);
o Retains a record of the vote cast;
o Prepares Form N-PX for filing on behalf of each client that is a registered
investment company; and
o Is able to promptly provide Pioneer with a copy of the voting record upon its
request.
The Proxy Coordinator shall ensure that for those votes that may require
additional documentation
(i.e. conflicts of interest, exception votes and case-by-case votes) the
following records are maintained:
o A record memorializing the basis for each referral vote cast;
o A copy of any document created by Pioneer that was material in making the
decision on how to vote the subject proxy; and
o A copy of any conflict notice, conflict consent or any other written
communication (including emails or other electronic communications) to or
from the client (or in the case of an employee benefit plan, the plan's
trustee or other fiduciaries) regarding the subject proxy vote cast by, or
the vote recommendation of, Pioneer.
Pioneer shall maintain the above records in the client's file in accordance
with applicable regulations.
RELATED REGULATIONS
Form N-1A, ICA Rule 30b1-4, Rule 31a 1-3, Rule 38a-1 & IAA 206(4)-6, 204-2
ADOPTED BY THE PIONEER FUNDS' BOARD OF TRUSTEES
October 5, 2004
EFFECTIVE DATE:
October 5, 2004
REVISION DATE:
March 2008
23425-03-0412
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Pioneer Select Mid Cap Growth Fund
Supplement dated January 22, 2013
to Summary Prospectus, Prospectus and Statement of Additional Information
Dated April 1, 2012
The Board of Trustees of Pioneer Select Mid Cap Growth Fund has approved the
reorganization of the Fund with and into Pioneer Growth Opportunities Fund (the
"Reorganization"). Each fund is managed by Pioneer Investment Management, Inc.
The Reorganization is expected to occur in the second quarter of 2013. The
Reorganization does not require shareholder approval.
Following is a brief description of certain aspects of the Reorganization:
. Pioneer Select Mid Cap Growth Fund will reorganize with and into Pioneer
Growth Opportunities Fund, resulting in the "Combined Fund." The
Combined Fund will be named "Pioneer Select Mid Cap Growth Fund."
. Pioneer Select Mid Cap Growth Fund's investment team will manage the
Combined Fund.
. The Combined Fund will have the same investment objective, investment
strategies and investment policies as Pioneer Select Mid Cap Growth Fund.
. The management fee payable by the Combined Fund (0.625% of the Fund's
average daily net assets up to $500 million, 0.60% of the next $500
million and 0.575% on assets over $1 billion) will be the same as the
management fee payable by Pioneer Select Mid Cap Growth Fund.
. It is currently anticipated that the historical performance of Pioneer
Select Mid Cap Growth Fund will become the Combined Fund's historical
performance.
. The Reorganization is expected to qualify as a tax-free reorganization,
which generally means that the Reorganization will result in no income,
gain or loss being recognized for federal income tax purposes by either
fund or its shareholders as a direct result of the Reorganization.
Prior to consummation of the Reorganization, the shareholders of Pioneer Select
Mid Cap Growth Fund will be sent an Information Statement containing important
information about the Reorganization and the Combined Fund.