PIONEER FUND
POINEER GROWTH SHARES
PIONEER MID CAP GROWTH FUND
PIONEER MID CAP VALUE FUND
PIONEER VALUE FUND
60 State Street
Boston, Massachusetts 02109
1-800-225-6292
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED FOR APRIL 17, 2003
This is the formal agenda for your fund's special shareholder meeting. It
tells you the matters you will be asked to vote on and the time and place of the
meeting, in case you want to attend in person. Each fund's shareholder meeting
is expected to be held at the same time. Unless otherwise noted, the
shareholders of each fund will be asked to vote on the following proposals with
respect to their fund.
TO THE SHAREHOLDERS OF EACH FUND:
A special meeting of shareholders of your fund will be held at the offices
of Hale and Dorr LLP, 60 State Street, 26th Floor, Boston, Massachusetts on
April 17, 2003 at 1:00 p.m., Boston time, to consider the following:
1. A proposal to elect the eight trustees named in the attached proxy
statement to serve on the board of trustees until their successors have
been duly elected and qualified;
2. A proposal to approve a new management contract between the fund and
Pioneer Investment Management, Inc., your fund's investment adviser
("Pioneer"), as set forth in Exhibit B and as further described in the
attached proxy statement;
3. A proposal to approve a policy allowing Pioneer and the board of trustees
of your fund to appoint or terminate subadvisers and to approve amendments
to subadvisory agreements without shareholder approval;
4. (a) - (p). Proposals to approve amendments to your fund's fundamental
investment restrictions and policies, as described in the attached proxy
statement; and
5. To consider any other business that may properly come before the meeting.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ALL THE PROPOSALS.
APPROVAL OF THE PROPOSALS WILL NOT INCREASE THE MANAGEMENT FEE RATES PAYABLE BY
ANY FUND.
Shareholders of record as of the close of business on February 14, 2003 are
entitled to vote at the meeting and any related follow-up meetings.
By Order of the Boards of Trustees,
Joseph P. Barri, SECRETARY
Boston, Massachusetts
February [17], 2003
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN
ENCLOSED PROXY.
13111-00-0203
JOINT PROXY STATEMENT OF
PIONEER FUND
POINEER GROWTH SHARES
PIONEER MID CAP GROWTH FUND
PIONEER MID CAP VALUE FUND
PIONEER VALUE FUND
60 State Street
Boston, Massachusetts 02109
1-800-225-6292
SPECIAL MEETING OF SHAREHOLDERS
This proxy statement contains the information you should know before voting
on the proposals summarized below.
EACH FUND WILL FURNISH WITHOUT CHARGE A COPY OF ITS MOST RECENT ANNUAL
REPORT AND ANY MORE RECENT SEMIANNUAL REPORT TO ANY SHAREHOLDER UPON REQUEST.
SHAREHOLDERS WHO WANT TO OBTAIN A COPY OF THESE REPORTS SHOULD DIRECT ALL
WRITTEN REQUESTS TO THE ATTENTION OF THEIR FUND, AT THE ADDRESS LISTED ABOVE, OR
SHOULD CALL PIONEER INVESTMENT MANAGEMENT SHAREHOLDER SERVICES, INC., THE FUND'S
TRANSFER AGENT, AT 1-800-225-6292.
INTRODUCTION
This proxy statement is being used by the board of trustees of each fund to
solicit proxies to be voted at a special meeting of shareholders of the fund.
Each fund's special meeting will be held at the same time at the offices of Hale
and Dorr LLP, 60 State Street, 26th Floor, Boston, Massachusetts 02109 at 1:00
p.m., Boston time, on Thursday, April 17, 2003, and at any adjournments of the
meeting to a later date, for the purposes as set forth in the accompanying
notice of special meeting to shareholders.
This proxy statement and the enclosed proxy card are being mailed to
shareholders on or about February [17], 2003. Each fund's most recent annual
report was previously mailed to the fund's shareholders.
WHO IS ELIGIBLE TO VOTE
Shareholders of record of a fund as of the close of business on February
14, 2003 (the "record date") are entitled to vote on all of that fund's business
at the special shareholder meeting and any adjournments thereof. Each share is
entitled to one vote. Shares represented by properly executed proxies, unless
revoked before or at the meeting, will be voted according to shareholders'
instructions. If any other business comes before the special shareholder
meeting, your shares will be voted at the discretion of the persons named as
proxies. If you sign a proxy, but do not fill in a vote, your shares will be
voted in favor of each of the nominees for trustee listed in Proposal 1 and in
favor of each of the other proposals.
PROPOSAL 1
ELECTION OF BOARD OF TRUSTEES
Shareholders of each fund are being asked to consider the election of eight
nominees to the board of trustees of the fund. All of the nominees for election
to a fund's board currently serve as trustees for that fund and have served in
that capacity continuously since originally elected or appointed. Each trustee
will be elected to hold office until the next meeting of shareholders or until
his or her successor is elected and qualified. Each nominee has consented to
being named in this proxy statement and indicated his or her willingness to
serve if elected. In the unanticipated event that any nominee should be unable
to serve, the persons named as proxies may vote for such other person as shall
be designated by the fund's board of trustees. The persons named on the
accompanying proxy card intend to vote at the meeting (unless otherwise
directed) for the election of the nominees named below as trustees of each fund.
The following table sets forth each nominee's position(s) with the funds,
his or her age, address, principal occupation and employment during the past
five years and any other directorship held. Trustees who are interested persons
of the fund within the meaning of the Investment Company Act of 1940 (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 50 U.S. registered investment
portfolios for which Pioneer serves as investment adviser (the "Pioneer Funds").
The address of all Interested Trustees is 60 State Street, Boston, Massachusetts
02109.
- -------------- ---------------- ---------------- -------------------------- --------------------------------------
POSITION(S) TERM OF OFFICE
NAME, AGE HELD WITH THE AND LENGTH OF PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIPS HELD BY THIS
AND ADDRESS FUNDS TIME SERVED DURING PAST FIVE YEARS TRUSTEE OR NOMINEE
- -------------- ---------------- ---------------- -------------------------- --------------------------------------
INTERESTED TRUSTEES:
- --------------- --------------- ---------------- ------------------------------- ---------------------------------
John F. Chairman of Trustee since Deputy Chairman and a Director of Harbor Global
Cogan, Jr. the Board, 1982 (1990 for Director of Pioneer Global Company, Ltd.
(76)* Trustee and Pioneer Mid Asset Management S.p.A.
President Cap Growth ("PGAM"); Non-Executive
Fund). Serves Chairman and a Director of
until a Pioneer Investment Management
successor USA Inc. ("PIM-USA");
trustee is Chairman and a Director of
elected or Pioneer and the various
earlier Momentum Funds; Director,
retirement or Pioneer Alternative
removal. Investments; Director and
Chairman of the Supervisory
Board of Pioneer Czech
Investment Company, a.s.;
President of all of the Pioneer
Funds; and Of Counsel (since
2000, partner prior to 2000),
Hale and Dorr LLP (counsel to
PIM-USA and the Pioneer Funds)
- --------------- --------------- ---------------- ------------------------------- ---------------------------------
Daniel T. Trustee and Trustee since Director and CEO-US of PGAM None
Geraci (45)** Executive October, 2001. since November 2001;
Vice President Serves until a Director, Chief Executive
successor Officer and President of
trustee is PIM-USA since October 2001;
elected or Director of Pioneer
earlier Investment Management
retirement or Shareholder Services, Inc.
removal. ("PIMSS") since October 2001;
President and a Director of
Pioneer and Pioneer Funds
Distributor, Inc. ("PFD")
(Chairman) since October 2001;
Executive Vice President of all
of the Pioneer Funds since
October 2001; President of
Fidelity Private Wealth
Management Group from 2000
through October 2001; and
Executive Vice
President--Distribution and
Marketing of Fidelity
Investments Institutional
Services and Fidelity
Investments Canada Ltd. prior
to 2000
- --------------- --------------- ---------------- ------------------------------- ---------------------------------
INDEPENDENT TRUSTEES:
- -------------------- ---------- ---------------- ------------------------------- ---------------------------------
Mary K. Bush Trustee Trustee since President, Bush International Director and/or Trustee of
1997. Serves (international financial Brady Corporation (industrial
3509 WOODBINE until a advisory firm) identification and specialty
STREET, successor coated material products
CHEVY CHASE, MD trustee is manufacturer), Mortgage
20815 elected or Guaranty Insurance Corporation,
earlier R.J. Reynolds Tobacco Holdings,
(54) retirement or Inc. (tobacco) and Student Loan
removal. Marketing Association
(secondary marketing of student
loans)
- -------------------- ---------- ---------------- ------------------------------- ---------------------------------
Richard H. Egdahl, Trustee Trustee since Alexander Graham Bell None
M.D. 1992. Serves Professor of Health Care
until a Entrepreneurship, Boston
BOSTON UNIVERSITY successor University; Professor of
HEALTHCARE trustee is Management, Boston University
ENTREPRENEURSHIP elected or School of Management;
PROGRAM, 53 BAY earlier Professor of Public Health,
STATE ROAD, retirement or Boston University School of
BOSTON, MA 02215 removal. Public Health; Professor of
Surgery, Boston University
(76) School of Medicine; and
University Professor, Boston
University
- -------------------- ---------- ---------------- ------------------------------- ---------------------------------
Margaret B.W. Trustee Trustee since Founding Director, The None
Graham 1990. Serves Winthrop Group, Inc.
until a (consulting firm); Professor
1001 SHERBROOKE successor of Management, Faculty of
STREET WEST, trustee is Management, McGill University
MONTREAL, QUEBEC, elected or
CANADA earlier
retirement or
(55) removal.
- -------------------- ---------- ---------------- ------------------------------- ---------------------------------
Marguerite A. Piret Trustee Trustee since President and Chief Executive None
1982 (1990 for Officer, Newbury, Piret &
ONE BOSTON PLACE, Pioneer Mid Company, Inc. (investment
28TH FLOOR, Cap Growth banking firm)
BOSTON, MA 02108 Fund). Serves
until a
(54) successor
trustee is
elected or
earlier
retirement or
removal.
- -------------------- ---------- ---------------- ------------------------------- ---------------------------------
Stephen K. West Trustee Trustee since Senior Counsel, Sullivan & Director, The Swiss Helvetia
1993. Serves Cromwell (law firm) Fund, Inc. (closed-end
125 BROAD STREET, until a investment company) and
NEW YORK, NY 10004 successor AMVESCAP PLC (investment
trustee is managers)
(74) elected or
earlier
retirement or
removal.
- -------------------- ---------- ---------------- ------------------------------- ---------------------------------
John Winthrop Trustee Trustee since President, John Winthrop & None
1985 (1990 for Co., Inc. (private investment
ONE NORTH ADGERS Pioneer Mid firm)
WHARF, CHARLESTON, Cap Growth
SC 29401 Fund). Serves
until a
(66) successor
trustee is
elected or
earlier
retirement or
removal.
- -------------------- ---------- ---------------- ------------------------------- ---------------------------------
*Mr. Cogan is an Interested Trustee because he is an officer or director of
the funds' investment adviser and certain of its affiliates.
**Mr. Geraci is an Interested Trustee because he is an officer, director and
employee of the funds' investment adviser and certain of its affiliates.
Each board of trustees has an Audit Committee (see below for committee
members), a Nominating Committee, an Independent Trustees Committee and a
Valuation Committee. The Nominating Committee is comprised of Ms. Piret (since
December 2002), Ms. Bush, Dr. Egdahl, Ms. Graham (since December 2002), Mr. West
(since December 2002) and Mr. Winthrop (since December 2002). All of the
Independent Trustees serve on the Independent Trustees Committee, with Ms.
Graham serving as chairperson. The Valuation Committee is composed of Ms. Bush,
Ms. Piret and Mr. Winthrop. During the most recent fiscal year, each fund's
Audit, Nominating, Valuation and Independent Trustees Committees held the
following meetings:
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
INDEPENDENT
FUND FISCAL YEAR END AUDIT NOMINATING VALUATION TRUSTEES
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
Pioneer Mid Cap
Growth Fund 9/30/02 13 1 11 12
Pioneer Value Fund
Pioneer Mid Cap 9/30/02 13 1 11 12
Value Fund 10/31/02 10 1 8 10
Pioneer Fund 12/31/01 12 0 12 11
Pioneer Growth Shares 12/31/01 12 0 12 11
- --------------------- ------------------ ------------------- ------------------ ------------------- ------------------
The board of trustees has adopted a charter for the Audit Committee, which
is attached as Exhibit A to this proxy statement. In accordance with its
charter, the purposes of the Audit Committee are to:
|X| act as a liaison between the fund's independent auditors and the full board
of trustees of the fund;
|X| discuss with the fund's independent auditors their judgments about the
quality of the fund's accounting principles and underlying estimates as
applied in the fund's financial reporting;
|X| review and assess the renewal materials of all related party contracts and
agreements, including management advisory agreements, underwriting
contracts, administration agreements, distribution contracts, and transfer
agency contracts, among any other instruments and agreements that may be
appropriate from time to time;
|X| review and assess from time to time, as it deems necessary and appropriate:
|X| brokerage and soft dollar arrangements of the fund,
|X| the utilization of any line of credit, and
|X| "as of" gain/loss activity of the fund;
|X| review and approve insurance coverage and allocations of premiums between
the management and the fund and among the Pioneer Funds;
|X| review and approve expenses under the administration agreement between
Pioneer and the fund and allocations of such expenses among the Pioneer
Funds; and
|X| receive on a periodic basis a formal written statement delineating all
relationships between the auditors and the fund or Pioneer; to actively
engage in a dialogue with the independent auditors with respect to any
disclosed relationships or services that may impact the objectivity and
independence of the independent auditors; and to recommend that the
trustees take appropriate action in response to the independent auditors'
report to satisfy itself of the independent auditors' independence.
The Audit Committee reports that it has (1) reviewed and discussed each
fund's audited financial statements with management; (2) discussed with the
independent auditors the matters relating to the quality of each fund's
financial reporting; and (3) received written disclosures and an independence
letter from the independent public accountants and discussed with the
independent accountants that firm's independence. Based upon the review and
discussions referred to above, the audited financial statements were included in
the annual report for each fund's most recently completed fiscal year for filing
with the Securities and Exchange Commission (SEC).
The Audit Committee is comprised of Ms. Piret (chairperson), Ms. Bush
(since December 2002), Dr. Egdahl (since December 2002), Ms. Graham (since
December 2002), Mr. West and Mr. Winthrop.
The Nominating Committee reviews the qualifications of any candidate
recommended by the Independent Trustees to serve as an Independent Trustee and
makes a recommendation regarding that person's qualifications, the Independent
Trustees and the full board of trustees. The Nominating Committee will also
consider nominees recommended by shareholders to serve as trustees provided that
shareholders submitting such recommendations comply with all relevant provisions
of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
The Valuation Committee reviews the valuation assigned to certain
securities by Pioneer in accordance with the funds' valuation procedures.
The Independent Trustees Committee reviews the funds' management contracts
and other related party contracts annually and is also responsible for any other
action required to be taken, under the 1940 Act, by the Independent Trustees
acting alone.
During the most recently completed fiscal year, the board of trustees held
the number of meetings indicated below. All of the current trustees and
committee members then serving attended at least 75% of those meetings of the
board of trustees and applicable committees, if any, held during the applicable
fiscal year.
- ------------------------------------------ ------------------- -------------------------------
FUND FISCAL YEAR END NUMBER OF MEETINGS
- ------------------------------------------ ------------------- -------------------------------
Pioneer Mid Cap Growth Fund 9/30/02 8
Pioneer Value Fund 9/30/02 8
Pioneer Mid Cap Value Fund 10/31/02 8
Pioneer Fund 12/31/01 11
Pioneer Growth Shares 12/31/01 11
- ------------------------------------------ ------------------- -------------------------------
The following table indicates the value of shares that each trustee
beneficially owned in each fund and Pioneer Funds in the aggregate as of
December 31, 2002. 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, 2002. The share value of any open-end Pioneer Fund is
based on the net asset value of the class of shares on December 31, 2002. The
dollar ranges in this table are in accordance with SEC requirements.
- ---------------------------- ----------------------------------------------------------------------- -------------------
NAME OF TRUSTEE OR NOMINEE RANGE OF EQUITY
DOLLAR RANGE OF EQUITY SECURITIES IN SECURITIES IN ALL
PIONEER FUNDS
OVERSEEN OR TO BE
OVERSEEN BY
TRUSTEE OR NOMINEE
- ---------------------------- -------------- -------------- ------------- ------------ -------------- -------------------
PIONEER MID PIONEER MID PIONEER
CAP GROWTH PIONEER CAP VALUE PIONEER GROWTH SHARES
FUND VALUE FUND FUND FUND
- ---------------------------- -------------- -------------- ------------- ------------ -------------- -------------------
INTERESTED TRUSTEE OR NOMINEE
- ---------------------------- -------------- -------------- ------------- ------------ -------------- -------------------
over $100,000 over $100,000 over over $50,001-$100,000
JOHN F. COGAN, JR. $100,000 $100,000 over $100,000
- ---------------------------- -------------- -------------- ------------- ------------ -------------- -------------------
DANIEL T. GERACI none $1-$10,000 none $1-$10,000 none $1-$10,000
- ---------------------------- -------------- -------------- ------------- ------------ -------------- -------------------
INDEPENDENT TRUSTEE OR NOMINEE
- ---------------------------- -------------- -------------- ------------- ------------ -------------- -------------------
MARY K. BUSH $1-$10,000 $1-$10,000 $1-$10,000 $1-$10,000 $1-$10,000 $10,001-$50,000
- ---------------------------- -------------- -------------- ------------- ------------ -------------- -------------------
$10,001-$50,000
RICHARD H. EGDAHL none none none none $50,001-$100,000
- ---------------------------- -------------- -------------- ------------- ------------ -------------- -------------------
MARGARET B.W. GRAHAM $1-$10,000 $1-$10,000 none $1-$10,000 none $10,001-$50,000
- ---------------------------- -------------- -------------- ------------- ------------ -------------- -------------------
MARGUERITE A. PIRET $1-$10,000 $1-$10,000 $1-$10,000 $1-$10,000 $1-$10,000 $50,001-$100,000
- ---------------------------- -------------- -------------- ------------- ------------ -------------- -------------------
$10,001-$50,000
STEPHEN K. WEST none none none $1-$10,000 $50,001-$100,000
- ---------------------------- -------------- -------------- ------------- ------------ -------------- -------------------
$10,001-$50,000$10,001-$50,000$50,001-$100,0$10,001-$50,0$10,001-$50,000
JOHN WINTHROP over $100,000
- ---------------------------- -------------- -------------- ------------- ------------ -------------- -------------------
During any fund's most recently completed fiscal year, none of the trustees
or any nominee for election as a trustee of a fund engaged in the purchase or
sale of securities of Pioneer, UniCredito Italiano S.p.A. ("UniCredito
Italiano") or any other entity in a control relationship to Pioneer or PFD,
[except that Mr. Cogan purchased less than $ of securities of UniCredito
Italiano at market prices].
MATERIAL RELATIONSHIPS OF THE INDEPENDENT TRUSTEES. For purposes of the
statements below:
o the IMMEDIATE FAMILY MEMBERS of any person are their spouse, children in
the person's household (including step and adoptive children) and any
dependent of the person.
o an entity in a CONTROL RELATIONSHIP means any person who controls, is
controlled by or is under common control with the named person. For
example, UniCredito Italiano is an entity that is in a control relationship
with Pioneer.
o a RELATED FUND is a registered investment company or an entity exempt from
the definition of an investment company pursuant to Sections 3(c)(1) or
3(c)(7) of the 1940 Act, for which Pioneer or any of its affiliates act as
investment adviser or for which PFD or any of its affiliates act as
principal underwriter. For example, the funds' related funds include all of
the Pioneer Funds and any non-U.S. funds managed by Pioneer or its
affiliates.
As of December 31, 2002, none of the Independent Trustees, nor any of their
immediate family members, beneficially owned any securities issued by Pioneer,
UniCredito Italiano or any other entity in a control relationship to Pioneer or
PFD or any person in a control relationship to PFD.
During the past five years, none of the Independent Trustees, nor any of
their immediate family members, had any direct or indirect interest (the value
of which exceeded $60,000), whether by contract, arrangement or otherwise, in
Pioneer, UniCredito Italiano, or any other entity in a control relationship to
Pioneer, PFD or any person that controls PFD.
During the past five years, none of the Independent Trustees, nor any of
their immediate family members, had an interest in a transaction or a series of
transactions, or in any currently proposed transaction, or series of similar
transactions, in which the aggregate amount involved exceeded $60,000 and to
which any of the following were a party (each a "fund related party"):
o the funds o an officer of Pioneer or PFD
o an officer of the funds o an officer of PFD
o a related fund o any affiliate of Pioneer or PFD
o an officer of any o an officer of any such affiliate
related fund
o Pioneer or PFD
During the calendar years 2001 and 2002, none of the Independent Trustees,
nor any of their immediate family members, had any relationship (the value of
which exceeded $60,000) with any fund related party, including, but not limited
to, relationships arising out of (i) the payment for property and services, (ii)
the provision of legal services, (iii) the provision of investment banking
services (other than as a member of the underwriting syndicate) or (iv) the
provision of consulting services, except that Mr. West, an Independent Trustee,
is Of Counsel to Sullivan & Cromwell and acts as counsel to the Independent
Trustees and the Independent Trustees of the other Pioneer Funds. The aggregate
compensation paid to Sullivan & Cromwell by the funds and the other Pioneer
Funds exceeded $60,000 in each of 2001 and 2002.
During the calendar years 2001 and 2002, none of the Independent Trustees,
nor any of their immediate family members, served as a member of a board of
directors on which an officer of any of the following entities also serves as a
director:
o Pioneer o UniCredito Italiano
o PFD o any other entity in a control
relationship with Pioneer or PFD
None of the fund's trustees or officers has any arrangement with any other
person pursuant to which that trustee or officer serves on the board of
trustees. During the calendar years 2001 and 2002, none of the Independent
Trustees, nor any of their immediate family members, had any position, including
as an officer, employee, director or partner, with any of the following:
o the funds o any affiliated person of the
funds
o any related fund o UniCredito Italiano
o Pioneer o any other entity in a control
o PFD relationship to the funds
OTHER EXECUTIVE OFFICERS
In addition to Messrs. Cogan and Geraci, who serve as executive officers of
the funds, the following table provides information with respect to the other
executive officers of the funds. Each executive officer is elected by the board
of trustees and serves until his or her successor is chosen and qualified or
until his or her resignation or removal by the board. The business address of
all officers of the fund is 60 State Street, Boston, Massachusetts 02109.
NAME, (AGE) AND POSITION
WITH THE FUND PRINCIPAL OCCUPATION(S)
JOSEPH P. BARRI (56) Partner, Hale and Dorr LLP; Secretary of all of
SECRETARY the Pioneer Funds
VINCENT NAVE (57) Vice President-Fund Accounting, Administration
TREASURER and Custody Services of Pioneer (Manager from
September 1996 to February 1999); and
Treasurer of all of the Pioneer Funds
(Assistant Treasurer from June 1999 to
November 2000)
ALAN JANSON (31) Manager, Valuation Risk and Information
ASSISTANT TREASURER Technology, Fund Accounting, Administration and
Custody Services of Pioneer since March 2002;
and Assistant Treasurer of all of the Pioneer
Funds since July 2002. Manager, Valuation Risk
and Performance Reporting of Pioneer from June
2000 to February 2002. Member of Pioneer
Pricing Group from 1996 to 2000 (promoted to
manager in 1998)
LUIS I. PRESUTTI (37) Assistant Vice President-Fund Accounting,
ASSISTANT TREASURER Administration and Custody Services of Pioneer
(Fund Accounting Manager from 1994 to
1999); and Assistant Treasurer of all
of the Pioneer mutual funds since
November 2000.
GARY SULLIVAN (44) Fund Accounting Manager-Fund Accounting,
ASSISTANT TREASURER Administration and Custody Services of Pioneer
since 1997; and Assistant Treasurer of all of
the Pioneer Funds since May 2002.
DOROTHY E. BOURASSA (55) Secretary of PIM-USA; Senior Vice
ASSISTANT SECRETARY President-Legal of Pioneer; and Secretary/Clerk
of most of PIM-USA's subsidiaries since
October 2000; Assistant Secretary of
all of the Pioneer Funds since November
2000; Senior Counsel, Assistant Vice
President and Director of Compliance of
PIM-USA from April 1998 through October
2000; and Vice President and Assistant
General Counsel, First Union
Corporation from December 1996 through
March 1998
COMPENSATION OF TRUSTEES AND OFFICERS
The following table sets forth certain information with respect to the
compensation of each Trustee of the funds for each fund's most recently
completed fiscal year. The amounts paid to the trustees differ due to (i)
membership on or chairing certain committees of the boards of trustees and (ii)
attendance at meetings. The fund does not pay any salary or other compensation
to its officers.
- ---------------------------- ---------------------------------------------------------------------- ------------- ----------------
PENSION OR
RETIREMENT TOTAL
BENEFITS COMPENSATION
ACCRUED AS FROM THE FUNDS
PART OF AND OTHER
FUND PIONEER
AGGREGATE COMPENSATION FROM** EXPENSES FUNDS***
NAME OF TRUSTEE
- ---------------------------- -------------- ------------- -------------- ------------- ------------ ------------- ----------------
PIONEER MID PIONEER MID PIONEER
CAP GROWTH PIONEER CAP VALUE PIONEER FUND GROWTH
FUND VALUE FUND FUND SHARES
- ---------------------------- -------------- ------------- -------------- ------------- ------------ ------------- ----------------
INTERESTED TRUSTEES:
- ---------------------------- -------------- ------------- -------------- ------------- ------------ ------------- ----------------
John F. Cogan, Jr.* $500.00 $500.00 $500.00 $500.00 $500.00 $0 $17,000.00
- ---------------------------- -------------- ------------- -------------- ------------- ------------ ------------- ----------------
Daniel T. Geraci* 500.00 500.00 500.00 500.00 500.00 0 17,000.00
- ---------------------------- -------------- ------------- -------------- ------------- ------------ ------------- ----------------
INDEPENDENT TRUSTEES:
- ---------------------------- -------------- ------------- -------------- ------------- ------------ ------------- ----------------
Mary K. Bush 2,507.77 13,559.03 5,512.20 25,304.27 3,999.03 0 103,625.00
- ---------------------------- -------------- ------------- -------------- ------------- ------------ ------------- ----------------
Richard H. Egdahl, M.D. 2,385.44 12,504.40 5,191.83 23,533.93 3,770.90 0 99,375.00
- ---------------------------- -------------- ------------- -------------- ------------- ------------ ------------- ----------------
Margaret B.W. Graham 2,507.77 13,559.03 5,512.20 25,304.27 3,999.03 0 103,625.00
- ---------------------------- -------------- ------------- -------------- ------------- ------------ ------------- ----------------
Marguerite A. Piret 3,119.39 18,832.14 7,114.02 34,155.95 5,139.69 0 122,750.00
- ---------------------------- -------------- ------------- -------------- ------------- ------------ ------------- ----------------
Stephen K. West 2,630.09 14,613.65 5,832.56 27,074.60 4,227.16 0 105,750.00
- ---------------------------- -------------- ------------- -------------- ------------- ------------ ------------- ----------------
John Winthrop 2,752.42 15,668.27 6,152.93 28,844.94 4,455.29 0 110,500.00
-------- --------- -------- --------- -------- - ----------
- ---------------------------- -------------- ------------- -------------- ------------- ------------ ------------- ----------------
$16,902.88 $89,736.52 $36,315.74 $165,217.96 $26,591.10 $0 $679,625.00
- ---------------------------- -------------- ------------- -------------- ------------- ------------ ------------- ----------------
* Under each management contract, Pioneer reimburses the fund for any
Interested Trustees fees paid by the fund.
** For the fiscal years ended September 30, September 30, October 31, December
31 and December 31, 2002, respectively.
*** For the calendar year ended December 31, 2002. At December 31, 2002 there
were 50 U.S. registered investment portfolios in the Pioneer Family of
Funds.
REQUIRED VOTE
In accordance with each fund's declaration of trust, the vote of a
plurality of all of the shares of the fund voted at the meeting is sufficient to
elect the nominees. This means that the eight nominees receiving the greatest
number of votes will be elected to the board.
PROPOSAL 2
APPROVAL OF A NEW MANAGEMENT CONTRACT
SUMMARY
Pioneer has served as each fund's investment adviser since its inception,
except for Pioneer Growth Shares for which Pioneer has served as investment
adviser since 1993. Pioneer serves as the investment adviser for the Pioneer
Family of Funds and for other institutional accounts. Pioneer, a registered
investment adviser under the Investment Advisers Act of 1940, as amended, is an
indirect, wholly owned subsidiary of UniCredito Italiano. Pioneer is located at
60 State Street, Boston, Massachusetts 02109.
At a meeting of the board of trustees held on December 3, 2002, the
trustees, including all of the Independent Trustees, present at such meeting
unanimously approved and voted to recommend that the shareholders of each fund
approve a proposal to adopt a new management contract with Pioneer (the
"proposed contract"). Each fund's existing management contract with Pioneer (the
"existing contract") and the proposed contracts also is referred to below as a
"contract." The primary change in each proposed contract is the substitution of
a different benchmark for the fund's performance (the "Benchmark Index") as
follows:
- -------------------------- -------------------------- ---------------------------- -------------------------------------------
CURRENT BENCHMARK INDEX SUBSTITUTE BENCHMARK INDEX
FUND REASON(S) FOR CHANGE
- -------------------------- -------------------------- ---------------------------- -------------------------------------------
Pioneer Mid Cap Growth S&P MidCap 400 Index Russell Midcap(R)Growth The investment focus of the fund has
Fund Index changed since a performance fee was
adopted and the Russell Index is now more
reflective of the fund's investment
approach
- -------------------------- -------------------------- ---------------------------- -------------------------------------------
Pioneer Value Fund Lipper Growth and Income Russell 1000(R)Value Index The Lipper Index is no longer readily
Fund Index available to the fund's shareholders
- -------------------------- -------------------------- ---------------------------- -------------------------------------------
Pioneer Mid Cap Value Lipper Growth Fund Index Russell Midcap(R)Value Index The Lipper Index is no longer readily
Fund available to the fund's shareholders
- -------------------------- -------------------------- ---------------------------- -------------------------------------------
Pioneer Fund Lipper Growth and Income S&P 500 Index The Lipper Index is no longer readily
Fund Index available to the fund's shareholders
- -------------------------- -------------------------- ---------------------------- -------------------------------------------
Pioneer Growth Shares Russell 1000(R) Index Russell 1000(R) Growth Index The investment focus of the fund has
changed since a performance fee was
adopted and the Russell 1000(R) Growth
Index is now more reflective of the
fund's investment approach
- -------------------------- -------------------------- ---------------------------- -------------------------------------------
Because of the reasons discussed in this proxy statement, the board of
trustees concluded that changing each fund's Benchmark Index is in the best
interests of shareholders. The proposed contract also would modify certain other
provisions of the existing contract relating to fund expenses as discussed
below. The current Benchmark Indexes are referred to as the S&P 400, Lipper
Growth and Income Index, Lipper Growth Index, Lipper Growth and Income Index and
the Russell 1000, respectively. The proposed Benchmark Indexes are referred to
as the Russell Midcap Growth Index, Russell 1000 Value Index, Russell Midcap
Value Index, S&P 500 and the Russell 1000 Growth Index, respectively.
Each proposed contract would not change the basic structure of the fund's
management fee, the base management fee or the maximum positive or negative
performance adjustment. The management fee is calculated based on two
components: a "basic fee" and a "performance adjustment." The basic fee is
charged at the annual rate of the fund's average daily net assets set forth in
the table below. No change in the basic fee is proposed. The basic fee is then
adjusted up or down based upon the return of the fund's Class A shares relative
to the performance of the Benchmark Index. The performance comparison is made
based upon a rolling three-year period. For each percentage point by which the
fund's performance exceeds (is less than) the performance of the Benchmark
Index, the basic management fee is increased (decreased) by 0.01% (0.02% in the
case of Pioneer Mid Cap Growth Fund). The most the basic fee can be adjusted is
plus or minus 0.10% (0.20% in the case of Pioneer Mid Cap Growth Fund). The
resulting maximum management fee and minimum management fee, in each case on an
annual basis, are also indicated in the table below:
- -------------------------------- --------------------------- ------------ --------------- ------------- --------------
PERFORMANCE MAXIMUM FEE MINIMUM FEE
FUND ASSETS BASIC FEE FEE
- -------------------------------- --------------------------- ------------ --------------- ------------- --------------
Pioneer Mid Cap Growth Fund All 0.625% 0.02% 0.825% 0.425%
- -------------------------------- --------------------------- ------------ --------------- ------------- --------------
Pioneer Value Fund All 0.60% 0.01% 0.70% 0.50%
- -------------------------------- --------------------------- ------------ --------------- ------------- --------------
Pioneer Mid Cap Value Fund $0 to $500 million 0.70% 0.01% 0.80% 0.525%
$500 million to $1 billion 0.65%
over $1 billion 0.625%
- -------------------------------- --------------------------- ------------ --------------- ------------- --------------
Pioneer Fund All 0.60% 0.01% 0.70% 0.50%
- -------------------------------- --------------------------- ------------ --------------- ------------- --------------
Pioneer Growth Shares $0 to $500 million 0.70% 0.01% 0.80% 0.525%
$500 million to $1 billion 0.65%
over $1 billion 0.625%
- -------------------------------- --------------------------- ------------ --------------- ------------- --------------
PIONEER MID CAP GROWTH FUND. The fund's current Benchmark Index - the S&P
400 - no longer is closely aligned with the fund's investment approach. Until
2001, the fund was managed as a "core" mid cap fund. That means that the
securities in the fund's portfolio had a market capitalization that was mid cap
and a balance between issuers considered value and growth. In 2001, the fund was
repositioned as mid cap growth fund and its portfolio is now primarily composed
of issuers selected on the basis of their growth potential. In light of this
change in the fund's investment focus, the board of trustees concluded that it
was desirable to change the Benchmark Index so the Benchmark Index is aligned
with the manner in which the fund is managed. In light of the objectives of the
fund's performance fee structure, the board of trustees considered several
alternative successor Benchmark Indexes and concluded that the Russell Midcap
Growth Index was best suited to achieve these goals. The board of trustees
believes that the modified performance adjustment will better align the
interests of the fund's shareholders and Pioneer. Specifically, Pioneer
recommended this change -- and the trustees determined to recommend the change
to shareholders -- based on the following:
o Performance-based compensation continues to be a desirable method to
reward good investment performance and penalize bad performance.
o The fund is managed as a mid cap growth fund. The Russell Midcap
Growth Index represents a portfolio with a similar focus, while the
S&P 400 is a mid cap index comprised of stocks that are not chosen on
the basis of a growth or value investment approach. Since the
objective of a performance-based fee is to align the economic
incentives of the management firm with the interests of shareholders,
the trustees determined that basing the performance adjustment on the
Russell Midcap Growth Index would better align Pioneer's economic
incentives with the manner in which the fund is managed and
consequently the economic interest of shareholders.
o Pioneer intends to base the incentive compensation of its investment
professionals involved in the management of Pioneer Mid Cap Growth
Fund in part upon the relative performance of the fund and the Russell
Midcap Growth Index. This will similarly align the financial interests
of the portfolio managers with those of the fund and Pioneer.
o The board of trustee also considered alternative indexes, including
peer group indexes such as the Lipper Mid-Cap Growth Index, and
concluded that the alternative indexes would not be as effective in
achieving the goals of the performance fee.
o The board of trustees reviewed data comparing the fee that would have
been paid by the fund using the Russell Midcap Growth Index as the
Benchmark Index since the adoption of a performance-based fee in 1996.
While the results in individual years vary, overall the use of the
Russell Midcap Growth Index would have resulted in a higher net
management fee for Pioneer than the actual fee that Pioneer received.
However, the Russell Midcap Growth Index would have resulted in a
lower fee than a peer group index.
o The Russell Midcap Growth Index is widely recognized and widely used
by mutual fund and other institutional investment managers as a
benchmark of U.S. equity performance. It is published daily in most
newspapers that carry stock market information. This historical
comparison is not necessarily indicative of the relative fees that
would result from future performance.
PIONEER VALUE FUND AND PIONEER MID CAP VALUE FUND. The funds' current
Benchmark Indexes - the Lipper Growth and Income Index and the Lipper Growth
Index, respectively - are no longer generally available. The board of trustees
concluded that it was desirable to have a Benchmark Index that (i) is readily
available to shareholders in order that the shareholders are in a better
position to evaluate the fund's performance and (ii) is aligned with the manner
in which the fund is managed and the basis upon which Pioneer provides incentive
compensation to its portfolio managers. In light of the objectives of the funds'
performance fee structure, the board of trustees considered several alternative
successor Benchmark Indexes and concluded that the Russell 1000 Value Index (for
Pioneer Value Fund) and the Russell Midcap Value Index (for Pioneer Mid Cap
Value Fund) were best suited to achieve these goals. The board of trustees
believes that the modified performance adjustment will better align the
interests of each fund's shareholders and Pioneer. Specifically, Pioneer
recommended this change -- and the trustees determined to recommend the change
to shareholders -- based on the following:
o Performance-based compensation continues to be a desirable method to
reward good investment performance and penalize bad performance.
o The Lipper Growth and Income Index and the Lipper Growth Index are no
longer widely generally available. The Russell indexes are widely
recognized and widely used by mutual fund and other institutional
investment managers as benchmarks of U.S. equity performance. They are
published daily in most newspapers that carry stock market
information.
o Each fund is managed as a value fund, meaning that Pioneer seeks
securities for the fund's portfolio that are reasonably priced or
selling at substantial discounts to their underlying values. The
Russell 1000 Value Index and the Russell Midcap Value Index represent
portfolios with similar focuses, i.e., portfolios of value-oriented
stocks. Since the objective of a performance-based fee is to align the
economic incentives of the management firm with the interests of
shareholders, the trustees determined that basing the performance
adjustments on the Russell 100 Value Index and the Russell Midcap
Value Index would better align Pioneer's economic incentives with the
manner in which the funds are managed and consequently the economic
interest of shareholders.
o Pioneer intends to base the incentive compensation of its investment
professionals engaged in the management of these funds in part upon
the relative performance of Pioneer Value Fund and the Russell 1000
Value Index and upon the relative performance of Pioneer Mid Cap Value
Fund and the Russell Midcap Value Index. This will similarly align the
financial interests of the portfolio managers with those of the fund
and Pioneer.
o The board of trustee also considered alternative indexes, including
peer group indexes such as the Lipper Large Cap Value Index and the
Lipper Mid-Cap Value Index, respectively, and concluded that the
alternative indexes would not be as effective in achieving the goal of
the performance fee.
o The board of trustees reviewed data comparing the fee that would have
been paid by each fund using the applicable Russell index as the
Benchmark Index since the fund's adoption of a performance-based fee.
While the results in individual years vary, overall the use of the
Russell index would have resulted in a lower management fee for
Pioneer than the actual fee that Pioneer received or the fee that
would have resulting using alternative peer group indexes. This
historical comparison is not necessarily indicative of the relative
fees that would result from future performance.
PIONEER FUND. The fund's current Benchmark Index - the Lipper Growth and
Income Index - is no longer generally available. The board of trustees concluded
that it was desirable to have a Benchmark Index that (i) is readily available to
shareholders in order that the shareholders are in a better position to evaluate
the fund's performance and (ii) is aligned with the manner in which the fund is
managed and the basis upon which Pioneer provides incentive compensation to its
portfolio managers. In light of these objectives, the board of trustees
considered several alternative successor Benchmark Indexes and concluded that
the S&P 500 was best suited to achieve these goals. The board of trustees
believes that the modified performance adjustment will better align the
interests of the fund shareholders and Pioneer. Specifically, Pioneer
recommended this change -- and the trustees determined to recommend the change
to shareholders -- based on the following:
o Performance-based compensation continues to be a desirable method to
reward good investment performance and penalize bad performance.
o The Lipper Growth and Income Index is no longer widely generally
available. The S&P 500 is widely recognized and widely used by mutual
fund and other institutional investment managers as a benchmark of
U.S. equity performance. It is published daily in most newspapers that
carry stock market information.
o The fund is managed as a large cap/core fund, meaning that the fund
primarily invests in large capitalization issuers with a balance
between value and growth stocks. The S&P 500 represents a portfolio
with a similar focus. The objective of a performance-based fee is to
better align the economic incentives of the management firm with the
interests of shareholders. Basing the performance adjustment on the
S&P 500 would align Pioneer's economic incentives with the economic
interest of shareholders.
o Pioneer intends to base the incentive compensation of its investment
professionals engaged in the management of Pioneer Fund in part upon
the relative performance of the fund and the S&P 500. This will
similarly align the financial interests of the portfolio managers with
those of the fund and Pioneer.
o The board of trustee also considered alternative indexes, including
peer group indexes such as the Lipper Large Cap Value Index and the
Lipper Large Cap Core Index, and concluded that the alternative
indexes would not be as effective in achieving the goal of the
performance fee.
o The board of trustees reviewed data comparing the fee that would have
been paid by the fund using the S&P 500 as the Benchmark Index since
the adoption of a performance-based fee in 1996. While the results in
individual years vary, overall the use of the S&P 500 would have
resulted in a lower management fee for Pioneer than the actual fee
that Pioneer received or the fee that would have resulting using
alternative peer group indexes. This historical comparison is not
necessarily indicative of the relative fees that would result from
future performance.
PIONEER GROWTH SHARES. The fund's current Benchmark Index - the Russell
1000 - is less closely aligned with the fund's investment approach than the
proposed Benchmark Index, the Russell 1000 Growth Index. The fund is managed as
a large cap growth fund, and Pioneer seeks securities of issuers with above
average potential for earnings and revenue growth for the fund's portfolio. The
Russell 1000 includes stocks with both value and growth characteristics, while
the Russell 1000 Growth Index represents the securities in the Russell 1000 with
growth characteristics. In light of the fund's investment focus, the board of
trustees concluded that it was desirable to change the Benchmark Index so the
Benchmark Index is aligned with the manner in which the fund is managed. In
light of the objectives of the fund's performance fee structure, the board of
trustees considered several alternative successor Benchmark Indexes and
concluded that the Russell 1000 Growth Index was best suited to achieve these
goals. The board of trustees believes that the modified performance adjustment
will better align the interests of the fund's shareholders and Pioneer.
Specifically, Pioneer recommended this change -- and the trustees determined to
recommend the change to shareholders -- based on the following:
o Performance-based compensation continues to be a desirable method to
reward good investment performance and penalize bad performance.
o The fund is managed as a large cap growth fund. The Russell 1000
Growth Index represents a portfolio with a similar focus, i.e. a
portfolio of growth-oriented stocks, while the Russell 1000 is a large
cap index comprised of stocks that are not chosen on the basis of a
growth or value investment approach. Since the objective of a
performance-based fee is to align the economic incentives of the
management firm with the interests of shareholders, the trustees
determined that basing the performance adjustment on the Russell 1000
Index would better align Pioneer's economic incentives with the manner
in which the fund is managed and consequently the economic interest of
shareholders.
o Pioneer intends to base the incentive compensation of its investment
professionals engaged in the management of Pioneer Growth Shares in
part upon the relative performance of the fund and the Russell 1000
Growth Index. Basing the performance adjustment on the Russell 1000
Growth Index would align Pioneer's economic incentives with the
economic interest of shareholders.
o The board of trustee also considered alternative indexes, including
peer group indexes such as the Lipper Large-Cap Growth Index, and
concluded that the alternative indexes would not be as effective in
achieving the goals of the performance fee.
o The board of trustees reviewed data comparing the fee that would have
been paid by the fund using the Russell 1000 Growth Index as the
Benchmark Index since the adoption of a performance-based fee in 1999.
While the results in individual years vary, overall the use of the
Russell 1000 Growth Index would have resulted in a higher net
management fee for Pioneer than the actual fee that Pioneer received.
However, the board of trustees concluded that the potential benefits
of the proposed Benchmark Fee outweighed this potentially negative
factor. This historical comparison is not necessarily indicative of
the relative fees that would result from future performance.
o The Russell 1000 Growth Index is widely recognized and widely used by
mutual fund and other institutional investment managers as a benchmark
of U.S. equity performance. It is published daily in most newspapers
that carry stock market information.
TERMS OF EXISTING AND PROPOSED CONTRACTS
Except for the modification of the Benchmark Index and modification to the
expense provision discussed below, the terms of the existing and proposed
contracts are substantially identical. Pursuant to the terms of each contract,
Pioneer serves as investment adviser to each fund and is responsible for the
overall management of each fund's business affairs subject only to the authority
of the board of trustees. Pioneer is authorized to buy and sell securities for
the account of the fund and to designate brokers to carry out such transactions.
Pioneer may not make any purchase the cost of which exceeds funds currently
available for the fund and may not make any purchase which would violate any
fundamental policy or restriction in the fund's prospectus or statement of
additional information as in effect from time to time.
EXISTING CONTRACTS
The shareholders of each fund last approved the fund's existing contract on
September 11, 2000. Each existing contract was approved by the board of
trustees, with its renewal most recently approved at a meeting held on December
3, 2002, at which meeting the board of trustees also approved the proposed
contract, subject to shareholder approval. Each existing contract is renewable
annually by the vote of a majority of the fund's board, including a majority of
the trustees who are not "interested persons" (as defined in the 1940 Act) of
the fund, Pioneer or PFD, cast in person at a meeting called for the purpose of
voting on such renewal. Each existing contract terminates if assigned (as
defined in the 1940 Act) and may be terminated without penalty by either party
by vote of its board or a majority of the fund's outstanding voting securities
and upon 60 days' written notice.
As compensation for its management services and certain expenses which
Pioneer incurs on behalf of the fund, the fund pays Pioneer an annual management
fee. The basic fee is equal to the percentage(s) stated in the table above that
is applied to the fund's average daily net assets on an annual basis. A
percentage of the basic fee rate (based upon the number of days in the current
month) is multiplied by the fund's average daily net assets for the current
month, giving a dollar amount that is the monthly basic fee. The basic fee is
subject to an upward or downward adjustment depending on whether and to what
extent the investment performance of the fund for the performance period
exceeds, or is exceeded by, the record of the Benchmark Index over the same
period.
The performance period consists of the current month and the prior 35
months. Each percentage point of difference (up to a maximum of +/-10 (+/-20 in
the case of Pioneer Mid Cap Growth Fund) is multiplied by a performance
adjustment rate of 0.01% (0.02% in the case of Pioneer Mid Cap Growth Fund). The
maximum annualized adjustment rate is +/-0.10% (+/-0.20% for Pioneer Mid Cap
Growth Fund). This performance comparison is made at the end of each month. A
percentage of this rate (based upon the number of days in the current month) is
then multiplied by the average daily net assets of the fund over the entire
performance period, giving a dollar amount that is added to (or subtracted from)
the basic fee. The monthly performance adjustment is further adjusted to the
extent necessary in order to ensure that the total annual adjustment to the
basic fee does not exceed +/-0.10% of the average daily net assets for that year
(+/- 0.20% for Pioneer Mid Cap Growth Fund). The basic fee is computed daily,
the performance fee adjustment is calculated once per month and the entire
management fee is paid monthly.
Each fund's performance is calculated based on the net asset value of the
fund's Class A shares. For purposes of calculating the performance adjustment,
any dividends or capital gain distributions paid by the fund are treated as if
reinvested in Class A shares at the net asset value as of the payment date.
Because the adjustment to the basic fee is based on the comparative performance
of the fund and the record of the Benchmark Index, the controlling factor is not
whether fund performance is up or down, but whether it is up or down more or
less than the record of the Benchmark Index. Moreover, the comparative
investment performance of the fund is based solely on the recent performance
period without regard to the cumulative performance over a longer or shorter
period of time.
PROPOSED CONTRACTS
The terms of each proposed contract differ materially from those of each
existing contract only in respect of the performance adjustment component of the
management fee payable to Pioneer and the modification of the fund's expenses
discussed below. This summary of the proposed contracts is qualified by
reference to the form of proposed management contract attached to this proxy
statement as Exhibit B.
INDEX COMPARISONS
PIONEER MID CAP GROWTH FUND. In 1996, the trustees initially designated the
S&P 400 as the Benchmark Index for purposes of calculating the performance
adjustment. The S&P 400 is a market capitalization weighted index of 400
domestic stocks chosen for market size (midcap), liquidity and industry group
representation. The Russell Midcap Growth Index is an index comprised of the
issuers included in the Russell Midcap(R) Index with the highest price-to-book
ratios and higher forecast growth rates. The Russell Midcap Index consists of
the 800 issuers in the Russell 1000 with the smallest market capitalization.
PIONEER VALUE FUND AND PIONEER MID CAP VALUE FUND. .In mid- to late-1990s,
the trustees initially designated the Lipper Growth and Income Index as the
Benchmark Index for Pioneer Value Fund and the Lipper Growth Index for Pioneer
Mid Cap Value Fund for purposes of calculating their performance adjustments.
The Lipper Growth and Income Index represents the arithmetic mean performance
(i.e., equally weighted) of the thirty largest funds with investment objectives
oriented toward growth and income. The Lipper Growth Index also an equally
weighted index of the thirty largest funds, but with investment objectives
oriented toward growth. In 1999, Lipper significantly changed its fund
classification system. Previously, Lipper's classification system had been based
on each fund's stated investment objective. Lipper now bases a fund's
classification on the actual securities in the fund's portfolio and its
investment style. As part of this change, Lipper reclassified funds in several
objective categories, including its Growth and Income category and its Growth
category. Lipper currently classifies Pioneer Value Fund as a "Large-Cap Value"
fund and Pioneer Mid Cap Value Fund as a "Mid-Cap Value" fund. Although Lipper
still calculates the current Benchmark Indexes, they are no longer widely
published. Pioneer and the trustees also do not believe that the investment
companies included in the Lipper Growth and Income Index and the Lipper Growth
Index are representative of the funds' most comparable peers. In addition, the
Lipper Growth and Income Index includes funds that have designated income as a
primary aim. Although Pioneer Value Fund will continue to consider dividend
income in its security selection process, Pioneer and the trustees are
recommending that the fund no longer identify this consideration in a manner
more prominent than its other stock selection criteria. See Proposal 4(n). The
Russell 1000 Value Index is a measure of the performance of the value-oriented
stocks in the Russell 1000. The Russell Midcap Value Index is a measure of the
performance of value-oriented stocks in the Russell Midcap Index.
PIONEER FUND. In 1996, the trustees initially designated the Lipper Growth
and Income Index as the Benchmark Index for purposes of calculating the
performance adjustment. The Lipper Growth and Income Index represents the
arithmetic mean performance (i.e., equally weighted) of the thirty largest funds
with investment objectives oriented toward growth and income. In 1999, Lipper
significantly changed its fund classification system. Previously, Lipper's
classification system had been based on each fund's stated investment objective.
Lipper now bases a fund's classification on the actual securities in the fund's
portfolio and its investment style. As part of this change, Lipper reclassified
funds in several objective categories, including its Growth and Income category.
Lipper currently classifies the fund as a "Large Cap Core" fund. Although Lipper
still calculates the Lipper Growth and Income Index, it is no longer widely
published. Pioneer and the trustees also do not believe that the investment
companies included in the Lipper Growth and Income Index are representative of
the fund's most comparable peers. In addition, the Lipper Growth and Income
Index includes funds that have designated income as a primary aim. Although the
fund will continue to consider dividend income in its security selection
process, Pioneer does not identify this consideration in a manner more prominent
than its other stock selection criteria. The S&P 500 is an unmanaged
capitalization-weighted index designed to measure performance of the broad
domestic economy through changes in the aggregate market value of 500 stocks
representing all major industries. Its component stocks are listed on the New
York Stock Exchange, American Stock Exchange and traded in the over-the-counter
market. The S&P 500 consists of 500 stocks chosen for market size, liquidity,
and industry group representation. It is a market value weighted index (stock
price times number of shares outstanding), with each stock's weight in the S&P
500 proportionate to its market value. The S&P 500 is one of the most widely
used benchmarks of U.S. equity performance.
PIONEER GROWTH SHARES. In 1999, the trustees initially designated the
Russell 1000 as the Benchmark Index for purposes of calculating the performance
adjustment. The Russell 1000 measures the performance of the 1,000 largest
companies in the Russell 3000(R) Index, which represents approximately 92% of
the total market capitalization of the Russell 3000 Index. The Russell 1000
Growth Index measures the performance of those Russell 1000 companies with
higher price-to-book ratios and higher forecasted growth values. The board of
trustees believes that it is appropriate and in the best interests of the fund's
shareholders to change the Benchmark Index from the Russell 1000 to the Russell
1000 Growth Index.
IMPLEMENTATION OF MODIFICATION TO THE PERFORMANCE ADJUSTMENTS
The effective date of the proposed contract is expected to be [May 30],
2003 or as soon thereafter as practicable. To prevent unfairness to each fund,
the calculation of the performance adjustment for any portion of the performance
period prior to effective date of the change will be based upon the fund's
performance compared to the current Benchmark Index. Because the performance
adjustment is based on a 36-month performance period, the use of the current
Benchmark Index thus will "phase out" over 36 months.
EFFECT OF MODIFYING THE PERFORMANCE ADJUSTMENTS
If the proposal is approved, subject to a 36-month "phase-out," each fund's
management fee rate would be increased or decreased based on the fund's
performance relative to the proposed Benchmark Index. The impact of the change
in any Benchmark Index cannot be predicted. The future impact of changing the
Benchmark Index will depend on many different factors and may represent an
increase or decrease from the fund's management fee under the existing contract,
depending on the fund's performance relative to the current Benchmark Index and
the proposed Benchmark Index.
The following table shows for each of the fiscal periods since each fund
adopted a performance fee the actual fee paid by the fund to Pioneer and
Pioneer's estimate of the fee that would have been paid if the proposed
Benchmark Index had been the Benchmark Index throughout the relevant period.
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
NET ASSETS AT ACTUAL FEE PAID
FUND PERIOD PERIOD END TO PIONEER PRO FORMA FEE1 DIFFERENCE
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
Pioneer Mid Cap Growth Fund Feb-Sept 1996 $1,013,495,000 $4,935,000
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
1997 $1,054,444,682 $4,849,000
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
1998 $774,686,076 $4,148,850
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
1999 $753,130,514 $3,487,020
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
2000 $1,139,463,045 $4,849,160
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
2001 $604,853,861 $3,573,669
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
2002 $453,345,274 $2,720,681
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
Total $5,793,418,452 $28,563,380
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
Pioneer Value Fund May-Sept 1996 $5,432,875,000 $26,109,000
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
1997 $7,551,587,780 $37,455,000
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
1998 $5,520,940,453 $38,136,613
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
1999 $5,151,869,805 $29,178,436
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
2000 $4,638,959,527 $24,602,070
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
2001 $3,912,363,616 $24,514,302
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
2002 $3,038,866,661 $27,704,684
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
Total $35,247,462,842 $207,700,105
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
Pioneer Mid Cap Value Fund May-Oct 1998 $1,936,428,928 $13,455,298
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
1999 $1,516,028,015 $10,574,447
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
2000 $1,309,754,988 $7,791,802
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
2001 $1,285,425,200 $9,424,320
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
2002 $1,196,659,442 $10,357,438
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
Total $7,244,296,573 $51,603,305
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
Pioneer Fund May-Dec 1996 $2,907,442,000 $13,798,000
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
1997 $4,052,996,507 $21,236,502
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
1998 $5,707,945,102 $31,632,164
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
1999 $7,400,362,084 $43,260,917
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
2000 $7,604,651,534 $51,229,481
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
2001 $7,205,559,348 $49,030,512
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
[2002] [$] [$]
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
Total $ $
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
Pioneer Growth Shares Oct-Dec 1999 $3,222,595,684 $15,327,628
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
2000 $1,920,099,064 $15,776,689
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
2001 $1,330,538,708 $8,711,636
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
[2002] [$] [$]
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
Total [$6,473,233,456] [$39,815,953]
- -------------------------------- ----------------- --------------------- ------------------ ----------------- ---------------
1 Reflects fee that would have been paid to Pioneer if the proposed
Benchmark Index was the Benchmark Index throughout the period.
Set forth below is a table showing, for each fund's most recently completed
fiscal year, the dollar amount of management fees under each fund's existing
contract at the maximum, basic and minimum fee rates, the actual management fees
paid and the amount of fees that would have been paid under the proposed
contract. The table also shows the percentage differences between the amounts
that would have been paid under the proposed contract and the maximum, basic and
minimum fee rates and amount actually paid under the existing contract. Also set
forth below is a comparative fee table showing the amount of fees and expenses
paid by the fund under the existing contract as a percentage of average daily
net assets, using the maximum, basic and minimum management fee rates, the
actual management fee paid, and the amount of fees and expenses shareholders
would have paid if the proposed contract had been in effect. For information on
management fees paid by other funds managed by Pioneer with similar objectives,
see Exhibit C.
PIONEER MID CAP GROWTH FUND
DOLLAR AMOUNT OF MANAGEMENT FEES PAID
(FISCAL YEAR ENDED SEPTEMBER 30, 2002)
EXISTING PROPOSED
CONTRACT CONTRACT
MAXIMUM BASIC MINIMUM ACTUAL PRO FORMA
Amount of Fees Paid or that
Would Have Been Paid $[ ] $[ ] $[ ] $[ ] $[ ]
Percentage Difference from Amount
Paid under Proposed Contract N/A N/A N/A [+/- ]% --
PIONEER VALUE FUND
DOLLAR AMOUNT OF MANAGEMENT FEES PAID
(FISCAL YEAR ENDED SEPTEMBER 30, 2002)
EXISTING PROPOSED
CONTRACT CONTRACT
MAXIMUM BASIC MINIMUM ACTUAL PRO FORMA
Amount of Fees Paid or that
Would Have Been Paid $[ ] $[ ] $[ ] $[ ] $[ ]
Percentage Difference from Amount
Paid under Proposed Contract N/A N/A N/A [+/- ]% --
PIONEER MID CAP VALUE FUND
DOLLAR AMOUNT OF MANAGEMENT FEES PAID
(FISCAL YEAR ENDED OCTOBER 31, 2002)
EXISTING PROPOSED
CONTRACT CONTRACT
MAXIMUM BASIC MINIMUM ACTUAL PRO FORMA
Amount of Fees Paid or that
Would Have Been Paid $[ ] $[ ] $[ ] $[ ] $[ ]
Percentage Difference from Amount
Paid under Proposed Contract N/A N/A N/A [+/- ]% --
PIONEER FUND
DOLLAR AMOUNT OF MANAGEMENT FEES PAID
(FISCAL YEAR ENDED DECEMBER 31, 2001)
EXISTING PROPOSED
CONTRACT CONTRACT
MAXIMUM BASIC MINIMUM ACTUAL PRO FORMA
Amount of Fees Paid or that
Would Have Been Paid $[ ] $[ ] $[ ] $[ ] $[ ]
Percentage Difference from Amount
Paid under Proposed Contract N/A N/A N/A [+/- ]% --
PIONEER GROWTH SHARES
DOLLAR AMOUNT OF MANAGEMENT FEES PAID
(FISCAL YEAR ENDED DECEMBER 31, 2001)
EXISTING PROPOSED
CONTRACT CONTRACT
MAXIMUM BASIC MINIMUM ACTUAL PRO FORMA
Amount of Fees Paid or that
Would Have Been Paid $[ ] $[ ] $[ ] $[ ] $[ ]
Percentage Difference from Amount
Paid under Proposed Contract N/A N/A N/A [+/- ]% --
COMPARATIVE FEE TABLES
PIONEER MID CAP GROWTH FUND
(FISCAL YEAR ENDED SEPTEMBER 30, 2002)
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
CLASS A SHARES
EXISTING PROPOSED
CONTRACT CONTRACT
MAXIMUM BASIC MINIMUM ACTUAL PRO FORMA
Management Fee 0.825% 0.625% 0.425% 0.425 _.___%
Distribution and Service (12b-1) Fee 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses 0.27% 0.27% 0.27% 0.27% 0.27%
Total Annual Fund Operating Expenses 1.345% 1.145% 0.945% 0.945% _.___%
CLASS B SHARES
EXISTING PROPOSED
CONTRACT CONTRACT
MAXIMUM BASIC MINIMUM ACTUAL PRO FORMA
Management Fee 0.825% 0.625% 0.425% 0.425% _.___%
Distribution and Service (12b-1) Fee 1.00% 1.00% 1.00% 1.00% 1.00%
Other Expenses 0.89% 0.89% 0.89% 0.89% 0.89%
Total Annual Fund Operating Expenses 2.715% 2.515% 2.315% 2.315% _.___%
CLASS C SHARES
EXISTING PROPOSED
CONTRACT CONTRACT
MAXIMUM BASIC MINIMUM ACTUAL PRO FORMA
Management Fee 0.825% 0.625% 0.425% 0.425% _.___%
Distribution and Service (12b-1) Fee 1.00% 1.00% 1.00% 1.00% 1.00%
Other Expenses 1.14% 1.14% 1.14% 1.14% 1.14%
Total Annual Fund Operating Expenses 2.965% 2.765 2.565% 2.565% _.___%
PIONEER VALUE FUND
(FISCAL YEAR ENDED SEPTEMBER 30, 2002)
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
CLASS A SHARES
EXISTING PROPOSED
CONTRACT CONTRACT
MAXIMUM BASIC MINIMUM ACTUAL PRO FORMA
Management Fee 0.70% 0.60% 0.50% 0.70% _.__%
Distribution and Service (12b-1) Fee 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses 0.21% 0.21% 0.21% 0.21% 0.21%
Total Annual Fund Operating Expenses 1.16% 1.06% 0.96% 1.16% _.__%
CLASS B SHARES
EXISTING PROPOSED
CONTRACT CONTRACT
MAXIMUM BASIC MINIMUM ACTUAL PRO FORMA
Management Fee 0.70% 0.60% 0.50% 0.70% _.__%
Distribution and Service (12b-1) Fee 1.00% 1.00% 1.00% 1.00% 1.00%
Other Expenses 0.59% 0.59% 0.59% 0.59% 0.59%
Total Annual Fund Operating Expenses 2.29% 2.19% 2.09% 2.29% _.__%
CLASS C SHARES
EXISTING PROPOSED
CONTRACT CONTRACT
MAXIMUM BASIC MINIMUM ACTUAL PRO FORMA
Management Fee 0.70% 0.60% 0.50% 0.70% _.__%
Distribution and Service (12b-1) Fee 1.00% 1.00% 1.00% 1.00% 1.00%
Other Expenses 0.62% 0.62% 0.62% 0.62% 0.62%
Total Annual Fund Operating Expenses 2.32% 2.22% 2.12% 2.32% _.__%
PIONEER MID CAP VALUE FUND
(FISCAL YEAR ENDED OCTOBER 31, 2002)
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
CLASS A SHARES
EXISTING PROPOSED
CONTRACT CONTRACT
MAXIMUM BASIC MINIMUM ACTUAL PRO FORMA
Management Fee 0.80% 0.70% 0.525% 0.76% _.__%
Distribution and Service (12b-1) Fee 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses 0.29% 0.29% 0.29% 0.29% 0.29%
Total Annual Fund Operating Expenses 1.34% 1.24% 1.065% 1.30% _.__%
CLASS B SHARES
EXISTING PROPOSED
CONTRACT CONTRACT
MAXIMUM BASIC MINIMUM ACTUAL PRO FORMA
Management Fee 0.80% 0.70% 0.525% 0.76% _.__%
Distribution and Service (12b-1) Fee 1.00% 1.00% 1.00% 1.00% 1.00%
Other Expenses 0.34% 0.34% 0.34% 0.34% 0.34%
Total Annual Fund Operating Expenses 2.14% 2.04% 1.865 2.10% _.__%
CLASS C SHARES
EXISTING PROPOSED
CONTRACT CONTRACT
MAXIMUM BASIC MINIMUM ACTUAL PRO FORMA
Management Fee 0.80% 0.70% 0.525% 0.76% _.__%
Distribution and Service (12b-1) Fee 1.00% 1.00% 1.00% 1.00% 1.00%
Other Expenses 0.44% 0.44% 0.44% 0.44% 0.44%
Total Annual Fund Operating Expenses 2.24% 2.14% 1.965% 2.20% _.__%
CLASS Y SHARES
EXISTING PROPOSED
CONTRACT CONTRACT
MAXIMUM BASIC MINIMUM ACTUAL PRO FORMA
Management Fee 0.80% 0.70% 0.525% 0.76% _.__%
Distribution and Service (12b-1) Fee 0.00% 0.00% 0.00% 0.00% 0.00%
Other Expenses 0.08% 0.08% 0.08% 0.08% 0.08%
Total Annual Fund Operating Expenses 0.88% 0.78% 0.605% 0.84% _.__%
PIONEER FUND
(FISCAL YEAR ENDED DECEMBER 31, 2001)
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
CLASS A SHARES
EXISTING PROPOSED
CONTRACT CONTRACT
MAXIMUM BASIC MINIMUM ACTUAL PRO FORMA
Management Fee 0.70% 0.60% 0.50% 0.66% _.__%
Distribution and Service (12b-1) Fee 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses 0.23% 0.23% 0.23% 0.23% 0.23%
Total Annual Fund Operating Expenses 1.18% 1.08% 0.98% 1.14% _.__%
CLASS B SHARES
EXISTING PROPOSED
CONTRACT CONTRACT
MAXIMUM BASIC MINIMUM ACTUAL PRO FORMA
Management Fee 0.70% 0.60% 0.50% 0.66% _.__%
Distribution and Service (12b-1) Fee 1.00% 1.00% 1.00% 1.00% 1.00%
Other Expenses 0.33% 0.33% 0.33% 0.33% 0.33%
Total Annual Fund Operating Expenses 2.03% 1.93% 1.83% 1.99% _.__%
CLASS C SHARES
EXISTING PROPOSED
CONTRACT CONTRACT
MAXIMUM BASIC MINIMUM ACTUAL PRO FORMA
Management Fee 0.70% 0.60% 0.50% 0.66% _.__%
Distribution and Service (12b-1) Fee 1.00% 1.00% 1.00% 1.00% 1.00%
Other Expenses 0.28% 0.28% 0.28% 0.28% 0.28%
Total Annual Fund Operating Expenses 1.98% 1.88% 1.78% 1.94% _.__%
CLASS Y SHARES
EXISTING PROPOSED
CONTRACT CONTRACT
MAXIMUM BASIC MINIMUM ACTUAL PRO FORMA
Management Fee 0.70% 0.60% 0.50% 0.66% _.__%
Distribution and Service (12b-1) Fee 0.00% 0.00% 0.00% 0.00% 0.00%
Other Expenses 0.06% 0.06% 0.06% 0.06% 0.06%
Total Annual Fund Operating Expenses 0.76% 0.66% 0.56% 0.72% _.__%
PIONEER GROWTH SHARES
(FISCAL YEAR ENDED DECEMBER 31, 2001)
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
CLASS A SHARES
EXISTING PROPOSED
CONTRACT CONTRACT
MAXIMUM BASIC MINIMUM ACTUAL PRO FORMA
Management Fee 0.80% 0.70% 0.525% 0.56% _.__%
Distribution and Service (12b-1) Fee 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses 0.37% 0.37% 0.37% 0.37% 0.37%
Total Annual Fund Operating Expenses 1.42% 1.32% 1.145% 1.18% _.__%
CLASS B SHARES
EXISTING PROPOSED
CONTRACT CONTRACT
MAXIMUM BASIC MINIMUM ACTUAL PRO FORMA
Management Fee 0.80% 0.70% 0.525% 0.56% _.__%
Distribution and Service (12b-1) Fee 1.00% 1.00% 1.00% 1.00% 1.00%
Other Expenses 0.42% 0.42% 0.42% 0.42% 0.42%
Total Annual Fund Operating Expenses 2.22% 2.12% 1.945% 1.98% _.__%[ ]
CLASS C SHARES
EXISTING PROPOSED
CONTRACT CONTRACT
MAXIMUM BASIC MINIMUM ACTUAL PRO FORMA
Management Fee 0.80% 0.70% 0.525% 0.56% _.__%
Distribution and Service (12b-1) Fee 1.00% 1.00% 1.00% 1.00% 1.00%
Other Expenses 0.31% 0.31% 0.31% 0.31% 0.31%
Total Annual Fund Operating Expenses 2.11% 2.01% 1.835% 1.87% _.__%
CLASS Y SHARES
EXISTING PROPOSED
CONTRACT CONTRACT
MAXIMUM BASIC MINIMUM ACTUAL PRO FORMA
Management Fee 0.80% 0.70% 0.525% 0.56% _.__%
Distribution and Service (12b-1) Fee 0.00% 0.00% 0.00% 0.00% 0.00%
Other Expenses 0.05% 0.05% 0.05% 0.05% 0.05%
Total Annual Fund Operating Expenses 0.85% 0.75% 0.575% 0.61% _.__%
EXAMPLES
The following examples help you compare the costs of investing in each fund
with the cost of investing in other mutual funds. They assume that: a) you
invest $10,000 in the fund for the time periods shown, b) you reinvest all
dividends and distributions, c) your investment has a 5% return each year and d)
the fund's operating expenses remain the same. The tables show your costs under
the current arrangements and your costs if the proposed contract had been in
effect during a fund's most recent fiscal year.
IF YOU SELL YOUR SHARES IF YOU DO NOT SELL YOUR SHARES
------------------------------- -------------------------------
NUMBER OF YEARS YOU OWN YOUR SHARES
------------------------------------------------------------------
PIONEER MID CAP GROWTH FUND 1 3 5 10 1 3 5 10
CLASS A
BASIC $685 $918 $1,169 $1,887 $685 $918 $1,169 $1,887
MAXIMUM $704 $977 $1,269 $2,100 $704 $977 $1,269 $2,100
MINIMUM $665 $857 $1,065 $1,663 $665 $857 $1,065 $1,663
Existing Contract $665 $857 $1,065 $1,663 $665 $857 $1,065 $1,663
Proposed Contract $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ]
CLASS B
BASIC $655 $1,083 $1,538 $2,513 $255 $783 $1,338 $2,513
MAXIMUM $675 $1,143 $1,637 $2,715 $275 $843 $1,437 $2,100
MINIMUM $634 $1,021 $1,435 $2,301 $234 $721 $1,235 $2,301
Existing Contract $634 $1,021 $1,435 $2,301 $234 $721 $1,235 $2,301
Proposed Contract $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ]
CLASS C
BASIC $476 $949 $1,547 $3,164 $377 $949 $1,547 $3,164
MAXIMUM $496 $1,008 $1,644 $3,352 $397 $1,008 $1,644 $3,352
MINIMUM $456 $889 $1,447 $2,966 $357 $889 $1,447 $2,966
Existing Contract $456 $889 $1,447 $2,966 $357 $889 $1,447 $2,966
Proposed Contract $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ]
IF YOU SELL YOUR SHARES IF YOU DO NOT SELL YOUR SHARES
------------------------------- -------------------------------
NUMBER OF YEARS YOU OWN YOUR SHARES
------------------------------------------------------------------
PIONEER VALUE FUND 1 3 5 10 1 3 5 10
CLASS A
BASIC $677 $893 $1,126 $1,795 $677 $893 $1,126 $1,795
MAXIMUM $686 $922 $1,117 $1,903 $686 $922 $1,117 $1,903
MINIMUM $667 $863 $1,075 $1,685 $667 $863 $1,075 $1,685
Existing Contract $686 $922 $1,117 $1,903 $686 $922 $1,117 $1,903
Proposed Contract $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ]
CLASS B
BASIC $622 $985 $1,375 $2,237 $222 $685 $1,175 $2,237
MAXIMUM $632 $1,015 $1,425 $2,341 $232 $715 $1,225 $2,341
MINIMUM $612 $955 $1,324 $2,131 $212 $655 $1,124 $2,131
Existing Contract $632 $1,015 $1,425 $2,341 $232 $715 $1,225 $2,341
Proposed Contract $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ]
CLASS C
BASIC $422 $787 $1,278 $2,629 $323 $787 $1,278 $2,629
MAXIMUM $432 $817 $1,328 $2,729 $333 $817 $1,328 $2,729
MINIMUM $412 $757 $1,228 $2,527 $313 $757 $1,228 $2,527
Existing Contract $432 $817 $1,328 $2,729 $333 $817 $1,328 $2,729
Proposed Contract $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ]
IF YOU SELL YOUR SHARES IF YOU DO NOT SELL YOUR SHARES
------------------------------- -------------------------------
NUMBER OF YEARS YOU OWN YOUR SHARES
------------------------------------------------------------------
PIONEER MID CAP VALUE FUND 1 3 5 10 1 3 5 10
CLASS A
BASIC $694 $946 $1,217 $1,989 $694 $946 $1,217 $1,989
MAXIMUM $704 $975 $1,267 $2,095 $704 $975 $1,267 $2,095
MINIMUM $677 $894 $1,129 $1,800 $677 $894 $1,129 $1,800
Existing Contract $700 $963 $1,247 $2,053 $700 $963 $1,247 $2,053
Proposed Contract $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ]
CLASS B
BASIC $607 $940 $1,298 $2,163 $207 $640 $1,098 $2,163
MAXIMUM $617 $970 $1,349 $2,269 $217 $670 $1,149 $2,269
MINIMUM $589 $886 $1,208 $1,976 $189 $586 $1,008 $1,976
Existing Contract $613 $958 $1,329 $2,227 $213 $658 $1,129 $2,227
Proposed Contract $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ]
CLASS C
BASIC $414 $763 $1,238 $2,548 $315 $763 $1,238 $2,548
MAXIMUM $424 $793 $1,288 $2,649 $325 $793 $1,288 $2,649
MINIMUM $396 $711 $1,149 $2,368 $297 $711 $1,149 $2,368
Existing Contract $420 $781 $1,268 $2,609 $321 $781 $1,268 $2,609
Proposed Contract $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ]
CLASS Y
BASIC $80 $249 $433 $966 $80 $249 $433 $966
MAXIMUM $90 $281 $488 $1,084 $90 $281 $488 $1,084
MINIMUM $62 $194 $338 $756 $62 $194 $338 $756
Existing Contract $86 $268 $466 $1,037 $86 $268 $466 $1,037
Proposed Contract $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ]
IF YOU SELL YOUR SHARES IF YOU DO NOT SELL YOUR SHARES
------------------------------- -------------------------------
NUMBER OF YEARS YOU OWN YOUR SHARES
------------------------------------------------------------------
PIONEER FUND 1 3 5 10 1 3 5 10
CLASS A
BASIC $679 $899 $1,136 $1,816 $679 $899 $1,136 $1,816
MAXIMUM $688 $928 $1,187 $1,924 $688 $928 $1,187 $1,924
MINIMUM $669 $869 $1,086 $1,707 $669 $869 $1,086 $1,707
Existing Contract $685 $916 $1,167 $1,881 $685 $916 $1,167 $1,881
Proposed Contract $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ]
CLASS B
BASIC $596 $906 $1,242 $2,033 $196 $606 $1,042 $2,033
MAXIMUM $606 $937 $1,293 $2,140 $206 $637 $1,093 $2,140
MINIMUM $586 $876 $1,190 $1,925 $186 $576 $990 $1,925
Existing Contract $602 $924 $1,273 $2,097 $202 $624 $1,073 $2,097
Proposed Contract $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ]
CLASS C
BASIC $388 $685 $1,106 $2,279 $289 $685 $1,106 $2,279
MAXIMUM $398 $715 $1,157 $2,383 $299 $715 $1,157 $2,383
MINIMUM $378 $655 $1,055 $2,174 $279 $655 $1,055 $2,174
Existing Contract $394 $703 $1,137 $2,342 $295 $703 $1,137 $2,342
Proposed Contract $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ]
CLASS Y
BASIC $67 $211 $368 $822 $67 $211 $368 $822
MAXIMUM $78 $234 $422 $942 $78 $234 $422 $942
MINIMUM $57 $179 $313 $701 $57 $179 $313 $701
Existing Contract $74 $230 $401 $894 $74 $230 $401 $894
Proposed Contract $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ]
IF YOU SELL YOUR SHARES IF YOU DO NOT SELL YOUR SHARES
------------------------------- -------------------------------
NUMBER OF YEARS YOU OWN YOUR SHARES
------------------------------------------------------------------
PIONEER GROWTH SHARES 1 3 5 10 1 3 5 10
CLASS A
BASIC $701 $969 $1,257 $2,074 $701 $969 $1,257 $2,074
MAXIMUM $711 $998 $1,307 $2,179 $711 $998 $1,307 $2,179
MINIMUM $685 $918 $1,169 $1,887 $685 $918 $1,169 $1,887
Existing Contract $688 $928 $1,187 $1,924 $688 $928 $1,187 $1,924
Proposed Contract $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ]
CLASS B
BASIC $615 $964 $1,339 $2,248 $215 $664 $1,139 $2,074
MAXIMUM $625 $994 $1,390 $2,352 $225 $694 $1,190 $2,352
MINIMUM $597 $911 $1,250 $2.062 $197 611$ $1,050 $2,062
Existing Contract $601 $921 $1,268 $2,100 $201 $621 $1,068 $2,100
Proposed Contract $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ]
CLASS C
BASIC $401 $724 $1,172 $2,414 $302 $724 $1,172 $2,414
MAXIMUM $411 $754 $1,223 $2,517 $312 $754 $1,223 $2,517
MINIMUM $284 $671 $1,083 $2,232 $285 $671 $1,083 $2,232
Existing Contract $387 $682 $1,101 $2,268 $288 682 $1,101 $2,268
Proposed Contract $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ]
CLASS Y
BASIC $77 $240 $417 $930 $77 $240 $417 $930
MAXIMUM $87 $271 $471 $1,049 $87 $271 $471 $1,049
MINIMUM $59 $184 $321 $720 $59 $184 $321 $720
Existing Contract $62 $195 $340 $762 $62 $195 $340 $762
Proposed Contract $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ]
MODIFICATION OF OPERATING EXPENSE PROVISION
Under each existing contract, Pioneer pays all expenses not specifically
assumed by the fund under the existing contract where such expenses are incurred
by Pioneer or the fund in connection with the management of the affairs of, and
the investment and reinvestment of the assets of, the fund. Under the existing
contracts each fund assumes the following expenses: (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 under 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; and (l) interest on borrowed money,
if any. In addition, the fund pays all brokers' and underwriting commissions
chargeable to the fund in connection with its securities transactions.
The proposed contract would maintain the same basic arrangement with
respect to each fund's expenses. However, a new category of assumed expenses
would be added. This category would include any other expense that the
applicable fund, Pioneer or any other agent of the fund may incur (A) as a
result of a change in the law or regulations, (B) as a result of a mandate from
the board of trustees with associated costs of a character generally assumed by
similarly structured investment companies or (C) that is similar to the expenses
listed in the existing contract. Whether a fund assumes expenses that fall into
this category in the future would be determined by the board of trustees
(including a majority of the Independent Trustees) and not Pioneer. The
intention of this additional category is to allow the board of trustees some
flexibility to allocate to a fund expenses that may be incurred, and would
otherwise be paid by Pioneer, that arise out of changed circumstances or board
mandates or are of the same character as the expenses currently allocated to the
fund. Since the board of trustees has no current plans to cause the funds to
assume additional expenses pursuant to this new category, adoption of the
proposed contract is not expected to have any immediate effect on a fund's
expenses as a result of this provision. However, this provision may in the
future result in the fund incurring additional expenses, which could adversely
affect the fund's performance.
OTHER PROVISIONS UNDER THE EXISTING AND PROPOSED CONTRACTS
STANDARD OF CARE. Under each contract, Pioneer "will not be liable for any
error of judgment or mistake of law or for any loss sustained by reason of the
adoption of any investment policy or the purchase, sale or retention of any
security on the recommendation of [Pioneer] . . . ." Pioneer, however, shall not
be protected against liability by reason of its ". . . 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 each contract.
PIONEER'S AUTHORITY. Each contract provides that Pioneer shall have full
discretion to act for the fund in connection with purchase and sale transactions
subject only to the declaration of trust, bylaws, currently effective
registration statements under the 1940 Act and the Securities Act of 1933, as
amended, investment objective, policies and restrictions of the fund in effect
from time to time, and specific policies and instructions established from time
to time by the trustees.
PORTFOLIO TRADING. Each contract expressly permits Pioneer to engage in
such activity. For a more detailed description of the fund's current portfolio
brokerage practices, see Exhibit C.
EXPENSE LIMITATION. Each contract provides that Pioneer may from time to
time agree not to impose all or a portion of its fee or otherwise take action to
reduce expenses of the fund. Any such fee limitation or expense reduction is
voluntary and may be discontinued or modified by Pioneer at any time.
OTHER PROVISIONS. Each contract includes provisions that provide that: (i)
the law of The Commonwealth of Massachusetts shall be the governing law of the
contract; (ii) Pioneer is an independent contractor and not an employee of the
fund; (iii) the contract is the entire agreement between the parties with
respect to the matters described therein; (iv) the contract may be executed
using counterpart signature pages; (v) invalid or unenforceable provisions of
the contract are severable and do not render the entire agreement invalid or
unenforceable; and (vi) subject to obtaining best execution, Pioneer may
consider sales of other Pioneer mutual funds when selecting brokers and dealers
to execute the fund's securities transactions.
MISCELLANEOUS
If approved, the proposed contract will become effective on [April 30,]
2003 (or if approved after that date, on the first day of the first month
following the approval date), subject to a 36-month "phase-out" period with
respect to the modification of the performance adjustment (see above), and will
continue in effect until December 31, 2004. Thereafter, the proposed contract
will continue from year to year subject to annual approval by the board of
trustees in the same manner as the existing contract. The proposed contract
terminates if assigned (as defined in the 1940 Act) and may terminate without
penalty by either party, by vote of its board or by a vote of a majority of the
outstanding voting securities of the fund and upon 60 days' written notice.
ADDITIONAL INFORMATION PERTAINING TO PIONEER
For additional information concerning the management, ownership structure,
affiliations, brokerage policies and certain other matters pertaining to
Pioneer, see Exhibit C.
FACTORS CONSIDERED BY THE TRUSTEES
The trustees have been monitoring the continued appropriateness of each
current Benchmark Index for several years and at several meetings during 2002
considered alternative successor indexes to each fund's Benchmark Index. The
trustees also considered the merits of continuing a performance-based fee
structure compared to a traditional asset based fee. On the basis of that
review, the trustees determined that the terms of each proposed contract are
fair and reasonable and that approval of the proposed contract on behalf of the
fund is in the best interests of the fund and its shareholders. The trustees
believe that the proposed contracts will enable the funds to enjoy high quality
investment advisory services at a cost they deem appropriate, reasonable and in
the best interests of the funds and their shareholders. Each proposed contract
also provides Pioneer with an economic incentive to out perform the Benchmark
Index and to devote sufficient resources to the management of the fund. In
making such determinations, the Independent Trustees met independently from the
Interested Trustees of the funds and any officers of Pioneer or its affiliates.
The Independent Trustees also relied upon the assistance of counsel to the
Independent Trustees and counsel to the funds. In considering the proposed
contract, the trustees did not identify any single factor as all-important or
controlling, and the following summary does not detail all the matters
considered.
In connection with their meeting on December 3, 2002 and at meetings of the
Independent Trustees on November 5, 2002 and November 18, 2002, the trustees
requested and received materials specifically relating to the proposed changes.
These materials included (i) information about the effect of the changes on each
fund's management fee and overall expense ratio, (ii) comparative information
about the composition and use of the current Benchmark Index, the proposed
Benchmark Index and other alternative indexes; (iii) information regarding the
relative historical correlation of the performance of each fund, the current
Benchmark Index and the proposed Benchmark Index; (iv) information regarding
alternative indexes and the fees that Pioneer would have been paid under certain
of these indexes and (v) detailed rationales for, including potential benefits
of, the changes. The Independent Trustees also consulted with an independent
evaluator of mutual funds as to the appropriateness of each proposed Benchmark
Index and other alternative indexes as a benchmark for the fund's performance in
light of the fund's objective and its investment style, which included a study
of the correlation of the fund's investment performance with the performance of
several securities indexes and an analysis of certain characteristics of such
indexes, including median market capitalization and sector weighting, with the
characteristics of the fund.
In considering and evaluating each proposed contract, the board of trustees
considered the continued appropriateness of a performance-based fee. The board
of trustees concluded that such a fee arrangement continues to be in the best
interest of shareholders and rewards Pioneer if the fund achieves a performance
record superior to the proposed Benchmark Index and penalizes Pioneer for
underperformance. The board also reexamined the appropriateness of the basic fee
and the amount of adjustment to that basic fee that may result from performance.
The board concluded that the basic fee was appropriate and in line with the
asset based fees incurred by similar funds. The amount of the performance
adjustment was also considered to be reasonable and sufficient to serve its
purpose to provide added incentive to Pioneer to achieve above average
performance for the fund.
The board of trustees concluded that it was desirable to have a Benchmark
Index that (i) is readily available to shareholders in order that the
shareholders are in a better position to evaluate the fund's performance and
(ii) is aligned with the manner in which the fund is managed and the basis upon
which Pioneer provides incentive compensation to its portfolio managers. In
light of these objectives, the board of trustees considered several alternative
successor indexes and concluded that each proposed Benchmark Index was best
suited to achieve these goals. The board of trustees believes that the modified
performance adjustment will better align the interests of each fund's
shareholders and Pioneer. Specifically, Pioneer recommended this change -- and
the trustees determined to recommend the change to shareholders -- based on the
following:
PIONEER MID CAP GROWTH FUND:
o The fund is managed as a mid cap growth fund. The Russell Midcap
Growth Index represents a portfolio with a similar focus, while the
S&P 400 is a mid cap index comprised of stocks that are not chosen on
the basis of a growth or value investment approach. Since the
objective of a performance-based fee is to align the economic
incentives of the management firm with the interests of shareholders,
the trustees determined that basing the performance adjustment on the
Russell Midcap Growth Index would better align Pioneer's economic
incentives with the manner in which the fund is managed and
consequently the economic interest of shareholders.
o Pioneer intends to base the incentive compensation of its investment
professionals engaged in the management of the fund in part upon the
relative performance of the fund and the Russell Midcap Growth Index.
This will similarly align the financial interests of the portfolio
managers with those of the fund and Pioneer.
o The board of trustee also considered alternative indexes, including
peer group indexes, and concluded that the alternative indexes would
not be as effective in achieving the goals of the performance fee.
Peer group indexes were not considered desirable because the portfolio
managers in managing the investments and risks of the fund need to
know the composition of the portfolio against which they are being
measured. Since the portfolio managers could not know the composition
of the portfolios of the funds in the peer group, this inevitably
would lead to using a peer group to measure performance but a
securities index benchmark against which to manage the fund and
measure risk. This would result in the portfolio managers having
conflicting benchmarks against which their performance is measured for
different purposes. While other securities indexes would be equally
transparent to the portfolio managers, the trustees concluded that the
Russell Midcap Growth Index is the securities index that most closely
resembles the fund's investment style and risk characteristics.
o The board of trustees reviewed data comparing the fee that would have
been paid by the fund using the Russell Midcap Growth Index as the
Benchmark Index since the adoption of a performance-based fee in 1996.
While the results in individual years vary, overall the use of the
Russell Midcap Growth Index would have resulted in a higher net
management fee for Pioneer than the actual fee that Pioneer received.
However, the board concluded that the benefits of the change in
Benchmark Index outweighed this potential negative factor. The data
provided to the Trustees also demonstrated that the Russell Midcap
Growth Index would result in a lower fee than a peer group index.
o The trustees also considered the statistical correlation of the fund
with the Russell Midcap Growth Index, the S&P 400 and other
alternative indexes and found that the return of the Russell Midcap
Growth Index is highly correlated with the return of the fund and that
other indexes did not appear superior on this basis.
o The Russell Midcap Growth Index is widely recognized and widely used
by mutual funds and other institutional investment managers as a
benchmark of U.S. equity performance. It is published daily in most
newspapers that carry stock market information.
PIONEER VALUE FUND AND PIONEER MID CAP VALUE FUND:
o The Lipper Growth and Income Index and the Lipper Growth Index are no
longer widely generally available. The Russell indexes are widely
recognized and widely used by mutual fund and other institutional
investment managers as benchmarks of U.S. equity performance. They are
published daily in most newspapers that carry stock market
information.
o Each fund is managed as a value fund, meaning that Pioneer seeks
securities for the fund's portfolio that are reasonably priced or
selling at substantial discounts to their underlying values. The
Russell 1000 Value Index and the Russell Midcap Value Index represent
portfolios with similar focuses, i.e., portfolios of value-oriented
stocks. Since the objective of a performance-based fee is to align the
economic incentives of the management firm with the interests of
shareholders, the trustees determined that basing the performance
adjustments on the Russell 1000 Value Index and the Russell Midcap
Value Index would better align Pioneer's economic incentives with the
manner in which the funds are managed and consequently the economic
interest of shareholders.
o Pioneer intends to base the incentive compensation of its investment
professionals engaged in the management of these funds in part upon
the relative performance of Pioneer Value Fund and the Russell 1000
Value Index and upon the relative performance of Pioneer Mid Cap Value
Fund and the Russell Midcap Value Index. This will similarly align the
financial interests of the portfolio managers with those of the fund
and Pioneer.
o The board of trustee also considered alternative indexes, including
peer group indexes such as the Lipper Large Cap Value Index and the
Lipper Mid-Cap Value Index, respectively, and concluded that the
alternative indexes would not be as effective in achieving the goal of
the performance fee. Peer group indexes were not considered desirable
because the portfolio managers in managing the investments and risks
of the fund need to know the composition of the portfolio against
which they are being measured. Since the portfolio managers could not
know the composition of the portfolios of the funds in the peer group,
this inevitably would lead to using a peer group to measure
performance but a securities index benchmark against which to manage
the fund and measure risk. This would result in the portfolio managers
having conflicting benchmarks against which their performance is
measured for different purposes. While other securities indexes would
be equally transparent to the portfolio managers, the trustees
concluded that the Russell 1000 Value Index and Russell Midcap Value
Index are the securities index that most closely resemble the
respective fund's investment style and risk characteristics.
o The board of trustees reviewed data comparing the fee that would have
been paid by each fund using the applicable Russell index as the
Benchmark Index since the fund's adoption of a performance-based fee.
While the results in individual years vary, overall the use of the
Russell index would have resulted in a lower management fee for
Pioneer than the actual fee that Pioneer received or the fee that
would have resulting using alternative peer group indexes. This
historical comparison is not necessarily indicative of the relative
fees that would result from future performance.
o The trustees also considered the statistical correlation of the
Pioneer Value Fund with the Russell 1000 Value Index, the Lipper index
and other alternative indexes and the correlation of Pioneer Mid Cap
Value Fund with the Russell Midcap Value Index, the Lipper index and
other alternative indexes and found that the return of the Russell
indexes are highly correlated with the return of the applicable fund
and that other indexes did not appear superior on this basis.
PIONEER FUND:
o The Lipper Growth and Income Index is no longer widely generally
available. The S&P 500 is widely recognized and widely used by mutual
funds and other institutional investment managers as a benchmark of
U.S. equity performance. It is published daily in most newspapers that
carry stock market information. The trustees also considered Pioneer's
belief that use of the S&P 500 as the Benchmark Index would help in
imposing disciplines designed to ensure adherence to the fund's stated
investment strategies and expected risk characteristics.
o The fund is managed as a large cap/core fund, meaning that the fund
primarily invests in large capitalization issuers with a balance
between value and growth stocks. The S&P 500 represents a portfolio
with a similar focus. The objective of a performance-based fee is to
better align the economic incentives of the management firm with the
interests of shareholders. Basing the performance adjustment on the
S&P 500 would align Pioneer's economic incentives with the economic
interest of shareholders.
o Similarly, Pioneer intends to base the incentive compensation of its
investment professionals in part upon the relative performance of the
fund and the S&P 500. While Pioneer could use another index as the
basis of its compensation, it believes that the use of a securities
index offers the most objective means of measuring performance.
o The board of trustee also considered alternative indexes, including
other large cap indexes, such as the Russell 1000 and peer group index
such as a Lipper Index , and concluded that the alternative indexes
would not be as effective in achieving the goal of the performance
fee.
o The board of trustees reviewed data comparing the fee that would have
been paid by the fund using the S&P 500 as the Benchmark Index since
the adoption of a performance based fee in 1996. While the results in
individual years vary, overall the use of the S&P 500 would have
resulted in a lower management fee for Pioneer than the actual fee
that Pioneer received or the fee that would have resulted using
alternative peer group indexes.
o The trustees also considered the statistical correlation of the fund
with the Lipper Growth and Income Index, the S&P 500 and other
alternative indexes and found that the S&P 500 return is highly
correlated with the return of the fund and that other indexes did not
appear superior on this basis.
PIONEER GROWTH SHARES:
o The fund is managed as a large cap growth fund. The Russell 1000
Growth Index represents a portfolio with a similar focus, i.e. a
portfolio of growth-oriented stocks, while the Russell 1000 is a large
cap index comprised of stocks that are not chosen on the basis of a
growth or value investment approach. Since the objective of a
performance-based fee is to align the economic incentives of the
management firm with the interests of shareholders, the trustees
determined that basing the performance adjustment on the Russell 1000
Growth Index would better align Pioneer's economic incentives with the
manner in which the fund is managed and consequently the economic
interest of shareholders.
o Pioneer intends to base the incentive compensation of its investment
professionals engaged in the management of the fund in part upon the
relative performance of the fund and the Russell 1000 Growth Index.
Basing the performance adjustment on the Russell 1000 Growth Index
would align Pioneer's economic incentives with the economic interest
of shareholders.
o The board of trustee also considered alternative indexes, including
peer group indexes such as the Lipper Large-Cap Growth Index, and
concluded that the alternative indexes would not be as effective in
achieving the goals of the performance fee. Peer group indexes were
not considered desirable because the portfolio managers in managing
the investments and risks of the fund need to know the composition of
the portfolio against which they are being measured. Since the
portfolio managers could not know the composition of the portfolios of
the funds in the peer group, this inevitably would lead to using a
peer group to measure performance but a securities index benchmark
against which to manage the fund and measure risk. This would result
in the portfolio managers having conflicting benchmarks against which
their performance is measured for different purposes. While other
securities indexes would be equally transparent to the portfolio
managers, the trustees concluded that the Russell 1000 Growth Index is
the securities index that most closely resembled the respective fund's
investment style and risk characteristics.
o The board of trustees reviewed data comparing the fee that would have
been paid by the fund using the Russell 1000 Growth Index as the
Benchmark Index since the adoption of a performance-based fee in 1999.
While the results in individual years vary, overall the use of the
Russell 1000 Growth Index would have resulted in a higher net
management fee for Pioneer than the actual fee that Pioneer received.
However, the board of trustees concluded that the potential benefits
of the proposed Benchmark Fee outweighed this potentially negative
factor. This historical comparison is not necessarily indicative of
the relative fees that would result from future performance.
o The trustees also considered the statistical correlation of the
Pioneer Growth Shares with the Russell 1000 Growth Index, the Lipper
Large-Cap Growth Index and other alternative indexes and found that
the return of the Russell 1000 Growth Index is highly correlated with
the return of the fund and that other indexes did not appear superior
on this basis.
o The Russell 1000 Growth Index is widely recognized and widely used by
mutual fund and other institutional investment managers as a benchmark
of U.S. equity performance. It is published daily in most newspapers
that carry stock market information.
In approving the change regarding each fund's assumption of certain
categories of its operational expenses, the trustees considered the nature of
the expenses as appropriate fund expenses and the relevant practices of other
funds in the industry. The trustees also considered the intent of the provision
contained in the existing contract.
In evaluating each proposed contract, the Independent Trustees reviewed
materials furnished by Pioneer, including information regarding Pioneer,
UniCredito Italiano, their respective affiliates and their personnel, operations
and financial condition. The Independent Trustees discussed with representatives
of Pioneer the funds' operations and Pioneer's ability to provide advisory and
other services to the funds. The Independent Trustees also reviewed, among other
things:
o the investment performance of each fund and other Pioneer Funds with
similar investment strategies for the one-, three- and five-year
periods ended December 31, 2002, and the return of the Benchmark Index
for the same period;
o the fee charged by Pioneer for investment advisory and administrative
services, as well as other compensation received by PFD and PIMSS;
o each fund's projected total operating expenses;
o the investment performance, fees and total expenses of investment
companies with similar objectives and strategies managed by other
investment advisers;
o the experience of the investment advisory and other personnel
providing services to the funds and the historical quality of the
services provided by Pioneer; and
o the profitability to Pioneer of managing the funds.
The Independent Trustees considered the following as relevant to their
recommendations that the shareholders approve the proposed contracts: (i) the
favorable history, reputation, qualification and background of Pioneer and
UniCredito Italiano, as well as the qualifications of their personnel and their
respective financial conditions; (ii) that the fee and expense ratio of each
fund are reasonable given the quality of services expected to be provided and
are comparable to the fee and expense ratios of similar investment companies;
and (iii) the relative performance of each fund since commencement of operations
to comparable investment companies and unmanaged indexes; and (iv) other factors
that the Independent Trustees deemed relevant. The Independent Trustees deemed
each of these factors to be relevant to their consideration of the proposed
contracts.
Based upon all of the above considerations, the trustees determined that
both the modification of the performance adjustment and the assumption of
certain fund expenses would be equitable and fair to the shareholders of each
fund and that their adoption will make it more likely that the objectives of
continued levels of good service and investment performance currently and in the
future will be achieved.
TRUSTEES' RECOMMENDATION
Based on its evaluation of the materials presented and assisted by the
advice of independent counsel, the trustees who were present at the meeting on
December 3, 2002, including all of the trustees who are not "interested persons"
of the funds or Pioneer, unanimously concluded that each proposed contract was
fair and reasonable and in the best interests of the fund's shareholders and by
a vote cast at the meeting, approved and voted to recommend to the shareholders
of the fund that they approve the proposal to terminate the existing contract
and to adopt the proposed contract.
REQUIRED VOTE
Adoption of Proposal 2 requires the approval of a majority of the
outstanding voting securities of the fund, which under the 1940 Act, means the
affirmative vote of the lesser of (i) 67% or more of the shares of the fund
represented at the meeting, if at least 50% of all outstanding shares of the
fund are represented at the meeting, or (ii) 50% or more of the outstanding
shares of the fund entitled to vote at the meeting (a "1940 Act Majority Vote").
If Proposal 2 is not approved by shareholders, the existing contract will
continue in effect.
RECOMMENDATION
FOR THE REASONS SET FORTH ABOVE, THE TRUSTEES OF YOUR FUND UNANIMOUSLY
RECOMMEND THAT SHAREHOLDERS VOTE IN FAVOR OF THE PROPOSED CONTRACT.
PROPOSAL 3
APPROVAL OF A POLICY ALLOWING PIONEER AND THE BOARD OF TRUSTEES TO APPOINT
OR TERMINATE SUBADVISERS AND TO APPROVE AMENDMENTS TO SUBADVISORY AGREEMENTS
WITHOUT SHAREHOLDER APPROVAL
SUMMARY
At the board of trustees' meeting held February 6, 2001, the trustees,
including the independent trustees, approved, and recommended that shareholders
of the fund approve, a policy to permit Pioneer to appoint subadvisers, to enter
into subadvisory agreements and to amend or terminate existing subadvisory
agreements without further shareholder approval (the "subadviser approval
policy"). Any such appointment or termination would be subject to prior approval
of the board of trustees, including a majority of the Independent Trustees.
PIONEER CURRENTLY DOES NOT INTEND TO APPOINT A SUBADVISER WITH RESPECT TO ANY OF
THE FUNDS.
THE SECTION 15 EXEMPTIVE ORDER
On May 6, 2002, the funds, the other funds in the Pioneer Family of Funds
and Pioneer obtained an exemptive order from the SEC (the "exemptive order")
relieving them from certain provisions of Section 15(a) of the 1940 Act and Rule
18f-2 thereunder in connection with the subadviser approval policy. The
exemptive order applies to Pioneer Funds that meet the conditions of the order.
The provisions of the 1940 Act require that shareholders of a mutual fund
approve a subadvisory agreement with the subadviser and material amendments to
an existing subadvisory agreement. If shareholders approve this proposal,
Pioneer will be authorized, subject to approval by the board of trustees, to
evaluate, select and retain one or more subadvisers for each fund, terminate or
replace any subadviser so approved or modify any subadvisory agreement with
respect to any fund without obtaining further approval of the fund's
shareholders. The Trustees and Pioneer would be authorized to take such actions
whenever they determine that such actions will benefit a fund and its
shareholders.
SHAREHOLDER APPROVAL POLICY
Pioneer has served as the investment adviser to each fund since its
inception, except for Pioneer Growth Shares for which Pioneer has served as
investment adviser since 1993. Pioneer represents that it has the experience and
expertise to evaluate, select and supervise subadvisers who can add value to
shareholders' investments in the funds.
PROPOSED SUBADVISER APPROVAL POLICY. Approval of the subadviser approval
policy will not affect any of the requirements under the federal securities laws
that govern any of the funds, Pioneer, any proposed subadviser, or any proposed
subadvisory agreement, other than the requirement to have a subadvisory
agreement approved at a meeting of the fund's shareholders. The board of
trustees of the fund, including the independent trustees, will continue to
evaluate and approve all new subadvisory agreements between Pioneer and any
subadviser as well as all changes to any subadvisory agreements. In addition,
the fund and Pioneer will be subject to several conditions imposed by the SEC to
ensure that the interests of the fund's shareholders are adequately protected
whenever Pioneer acts under the subadviser approval policy. Furthermore, within
90 days of the adoption of or a change to the fund's subadvisory arrangements,
the fund will provide you with an information statement that contains
substantially the same relevant information about the subadviser, the
subadvisory agreement and the subadvisory fee that the fund would be required to
send to you in a proxy statement. This information statement will permit the
fund's shareholders to determine if they are satisfied with the subadvisory
arrangement. If not satisfied, the shareholders would be able to exchange their
shares for another fund or redeem their shares. Exchanges and redemptions may be
subject to transaction or distribution fees and generally are taxable
transactions.
SHAREHOLDER APPROVAL OF THIS PROPOSAL WILL NOT RESULT IN AN INCREASE OR
DECREASE IN THE TOTAL AMOUNT OF INVESTMENT ADVISORY FEES PAID BY THE FUND TO
PIONEER. If the fund implements this policy, Pioneer, pursuant to its management
contract with the fund, will continue, directly or through subadvisers, to
provide the same level of management and administrative services to the fund as
it has always provided. The funds will not be responsible for the payment of any
subadvisory fees.
The exemptive relief applies to at least the following situations: (1)
Pioneer determines to retain a subadviser for all or a portion of any fund's
assets; (2) a subadviser is removed for substandard performance; (3) an
individual acting as a fund's portfolio manager moves from employment with one
subadviser to another firm, which Pioneer then appoints as a subadviser; (4)
there is a change of control of a subadviser; (5) Pioneer decides to diversify a
fund's management by adding a or additional subadvisers; (6) there is a change
in investment style of a fund; and (7) Pioneer negotiates a reduction (or the
subadviser negotiates an increase) in the subadvisory fee that Pioneer pays to a
subadviser. If Pioneer negotiates a decrease in the compensation that it pays
any subadviser and effectively retains more of the advisory fee for itself, no
shareholder action would be required. The subadviser approval policy will not be
used to approve any subadviser that is affiliated with Pioneer as that term is
used in the 1940 Act or to materially amend any subadvisory agreement with an
affiliated subadviser. Instead, a special shareholder meeting would be called to
permit shareholders to approve any subadvisory arrangement with an affiliated
subadviser.
REASONS FOR REQUESTING SECTION 15 EXEMPTIVE RELIEF
The trustees believe that it is in the best interest of each fund and its
shareholders to allow Pioneer the flexibility to provide its investment advisory
services to the fund through one or more subadvisers which have particular
expertise in the type of investments on which the fund focuses. In addition, the
trustees believe that providing Pioneer with maximum flexibility to select,
supervise and evaluate subadvisers -- without incurring the necessary delay or
expense of obtaining further shareholder approval -- is in the best interest of
each fund's shareholders because it will allow the fund to operate more
efficiently. Currently, in order for Pioneer to appoint a subadviser or
materially modify a subadvisory agreement, the fund must call and hold a
shareholder meeting of the fund, create and distribute proxy materials, and
solicit votes from the fund's shareholders. This process is time-intensive,
costly and slow. Without the delay inherent in holding shareholder meetings, the
fund would be able to act more quickly to appoint a subadviser when the trustees
and Pioneer feel that the appointment would benefit the fund.
Also, the trustees believe that it is appropriate to vest the selection,
supervision and evaluation of the subadvisers in Pioneer (subject to review by
the board of trustees) in light of Pioneer's expertise in investment management
and its ability to select the most appropriate subadviser(s). The trustees
believe that many investors choose to invest in the funds because of Pioneer's
investment management experience and expertise. Pioneer believes that, if it
becomes appropriate to appoint a subadviser to a fund, it can use this
experience and expertise in evaluating and choosing subadvisers who can add the
most value to your investment in that fund. Pioneer also has experience in
retaining and supervising subadvisers, with Pioneer Real Estate Shares, Pioneer
Real Estate Shares VCT Portfolio, Pioneer Balanced Fund, Pioneer Balanced VCT
Portfolio, Pioneer Europe Fund and Pioneer Indo-Asia Fund (which has been
combined with Pioneer Emerging Markets Fund) having subadvisers at one time,
although Pioneer does not currently employ a subadviser with respect to any
Pioneer Fund.
Finally, the trustees will provide sufficient oversight of the subadviser
approval policy to ensure that shareholders' interests are protected whenever
Pioneer selects a subadviser or modifies a subadvisory agreement. The board,
including a majority of the independent trustees, will continue to evaluate and
approve all new subadvisory agreements as well as any modification to existing
subadvisory agreements. In their review, the trustees will analyze all factors
that they consider to be relevant to the determination, including the nature,
quality and scope of services provided by the subadvisers. The trustees will
compare the investment performance of the assets managed by the subadviser with
other accounts with similar investment objectives managed by other advisers and
will review the subadviser's compliance with federal securities laws and
regulations. Each subadvisory agreement will be subject to all provisions of the
1940 Act, except for the specific provisions of the 1940 Act from which the
exemptive order provides relief.
REQUIRED VOTE
Approval of this proposal requires the affirmative 1940 Act Majority Vote
(as defined in Proposal 2 above) of the fund's outstanding shares. If the fund
does not approve this proposal, the subadviser approval policy will not be
adopted and decisions regarding a proposed subadviser or a material change to a
subadvisory agreement will continue to require shareholder approval.
RECOMMENDATION
FOR THE REASONS SET FORTH ABOVE, THE TRUSTEES OF YOUR FUND UNANIMOUSLY
RECOMMEND THAT SHAREHOLDERS VOTE IN FAVOR OF THE PROPOSED POLICY ALLOWING
PIONEER AND THE BOARD OF TRUSTEES TO APPOINT OR TERMINATE SUBADVISERS AND TO
APPROVE AMENDMENTS TO SUBADVISORY AGREEMENTS WITHOUT SHAREHOLDER APPROVAL.
PROPOSALS 4(A) THROUGH 4(P)
ELIMINATION OR AMENDMENT OF VARIOUS INVESTMENT RESTRICTIONS/POLICIES
GENERAL
Pioneer and your board of trustees recommend that the changes discussed
below be made to simplify and modernize your fund's fundamental investment
restrictions and conform them to the restrictions adopted by other Pioneer
Funds. We are asking you to vote on these changes because the restrictions
described below are fundamental and may be changed only with shareholder
approval. For Pioneer Value Fund you are also being asked to convert some
fundamental investment policies into non-fundamental polices, permitting the
board of trustees to amend them in the future without shareholder action.
The 1940 Act requires mutual funds to adopt fundamental investment
restrictions covering certain types of investment practices. The funds, however,
are also subject to a number of other fundamental restrictions that are not
required by the 1940 Act or any other current laws or are more restrictive than
required by such laws. Each current investment restriction or policy, the
corresponding proposed restriction or policy and the funds' rationale for the
change are set forth below.
Pioneer expects that you will benefit from these proposed changes to the
funds' investment restrictions in several ways. The funds would have increased
flexibility to respond to new developments and changing trends in the
marketplace, making the funds' powers comparable to most other recently
organized mutual funds. Pioneer believes that this added flexibility will make
each fund more competitive among its peer group of funds. The proposed changes
to the funds' investment restrictions are also designed to produce a clearer and
more concise set of restrictions. These revised restrictions parallel the
investment restrictions of other funds managed by Pioneer, which will facilitate
Pioneer's compliance efforts.
PROPOSED AMENDMENT TO INVESTMENT RESTRICTIONS
The table below sets forth each fund's current fundamental restrictions in
the left-hand column and the proposed amended restrictions in the right-hand
column. The amended restrictions, if approved, will be revised in the fund's
amended statement of additional information. Pioneer does not anticipate that
the approval of these changes will result in any material modification of the
funds' operations at the present time. Statements in italics are not part of the
proposed investment restriction.
PROPOSAL FUND(S) CURRENT RESTRICTION AMENDED RESTRICTION
-------- ------- ------------------- -------------------
4(A) Pioneer Fund, Pioneer Mid Cap The fund may not issue senior The fund may not issue senior
SENIOR Growth Fund and Pioneer Value securities, except as permitted securities, except to the extent
SECURITIES Fund by the fund's borrowing, lending permitted by applicable law, as
and commodity restrictions, and amended and interpreted or
for purposes of this modified from time to time by any
restriction, the issuance of regulatory authority having
shares of beneficial interest in jurisdiction. SENIOR SECURITIES
multiple classes or series, the THAT THE FUND MAY ISSUE IN
purchase or sale of options, ACCORDANCE WITH THE 1940 ACT
futures contracts and options on INCLUDE BORROWING, FUTURES,
futures contracts, forward WHEN-ISSUED AND DELAYED DELIVERY
commitments, forward foreign SECURITIES AND FORWARD FOREIGN
exchange contracts, repurchase CURRENCY EXCHANGE TRANSACTIONS.
agreements, fully covered
reverse repurchase agreements,
dollar rolls, swaps and any
other financial transaction
entered into pursuant to the
fund's investment policies as
described in the prospectus and
this statement of additional
information and in accordance
with applicable SEC
pronouncements, as well as the
pledge, mortgage or
hypothecation of the fund's
assets within the meaning of the
fund's fundamental investment
restriction regarding pledging,
are not deemed to be senior
securities.
Pioneer Growth Shares Issue senior securities,
except as permitted by the
fund's borrowing, lending and
commodity restrictions, and
for purposes of this
restriction, the issuance of
shares of beneficial interest
in multiple classes or series,
the purchase or sale of
options, futures contracts,
options on futures contracts,
forward commitments ("when
issued" and "delayed delivery"
securities), forward foreign
currency exchange contracts,
repurchase agreements, fully
covered reverse repurchase
agreements, dollar rolls, swaps
and any other financial
transaction entered into
pursuant to the fund's
investment policies as described
in the Prospectus and this
Statement of Additional
Information and in accordance
with applicable SEC
pronouncements, as well as the
pledge, mortgage or
hypothecation of the fund's
assets within the meaning of the
fund's fundamental investment
restriction regarding pledging,
are not deemed to be senior
securities.
Pioneer Mid Cap Value Fund Issue senior securities,
except as permitted by
restrictions nos. 1
[borrowing], 3 [commodities]
and 4 [making loans] above,
and, for purposes of this
restriction, the issuance of
shares of beneficial interest
in multiple classes or series,
the purchase or sale of
options, futures contracts and
options on futures contracts,
forward commitments, forward
foreign exchange contracts and
repurchase agreements entered
into in accordance with the
fund's investment policies,
and the pledge, mortgage or
hypothecation of the fund's
assets within the meaning of
fundamental restriction no. 7
[pledging] below are not
deemed to be senior
securities.
The 1940 Act generally prohibits a mutual fund from issuing senior
securities except in connection with borrowing permitted under the 1940 Act. The
SEC's staff has taken the position that certain types of investment techniques
fall within the 1940 Act's definition of senior security but are not prohibited
if the fund takes certain measures to prevent the technique or investment from
having a leveraging effect on the fund. For example, a fund may write a call
option on a security only if the option is covered, that is the fund owns or has
the right to acquire the security underlying the option. The proposed revisions
to each fund's investment restriction on senior securities are intended to
provide broad authority to the board of trustees to permit the fund to issue
instruments or engage in investment techniques that may be deemed to be senior
securities and to clarify that the fund may issue senior securities to the
extent permitted by the 1940 Act and the rules and interpretive positions of the
SEC. The current formulation, that uses an enumeration of permitted activities,
entails the risk that future investment products or techniques may fall within
the 1940 Act's definition of a senior security but would be exempt from
treatment as senior securities pursuant to interpretive positions of the SEC.
Under the current restriction, each fund may not be permitted to engage in any
investment technique or product that may be deemed in the future to involve the
issuance of a senior security without shareholder approval, while competitive
funds may be able to engage in such activities without the delay and cost of
shareholder action. In addition, the revised restriction is drafted in a
clearer, more readily understandable manner. The adoption of the amended
restrictions is not anticipated to have any immediate effect on the funds'
investment policies or the instruments in which it invests.
PROPOSAL FUND(S) CURRENT RESTRICTION AMENDED RESTRICTION
-------- ------- ------------------- -------------------
4(B) Pioneer Fund and Pioneer Mid The fund may not borrow money, The fund may not borrow money,
BORROWING Cap Growth Fund except from banks as a temporary except to the extent permitted by
measure to facilitate the applicable law, as amended and
meeting of redemption requests interpreted or modified from time
or for extraordinary or to time by any regulatory
emergency purposes and except authority having jurisdiction.
pursuant to reverse repurchase CURRENTLY, THE FUND MAY: (A)
agreements or dollar rolls, in BORROW FROM BANKS OR THROUGH
all cases in amounts not REVERSE REPURCHASE AGREEMENTS IN
exceeding 10% (33 1/3% for AN AMOUNT UP TO 33 1/3% OF THE
Pioneer Mid Cap Growth Fund) of FUND'S TOTAL ASSETS (INCLUDING
the fund's total assets THE AMOUNT BORROWED); (B) BORROW
(including the amount borrowed) UP TO AN ADDITIONAL 5% OF THE
taken at market value. The fund FUND'S ASSETS FOR TEMPORARY
will not use leverage to attempt PURPOSES; (C) OBTAIN SUCH
to increase income. The fund SHORT-TERM CREDITS AS ARE
will not purchase securities NECESSARY FOR THE CLEARANCE OF
while outstanding borrowings PORTFOLIO TRANSACTIONS;
(including reverse repurchase (D)PURCHASE SECURITIES ON MARGIN
agreements and dollar rolls) TO THE EXTENT PERMITTED BY
exceed 10% of the fund's total APPLICABLE LAW; AND (E) ENGAGE IN
assets. TRANSACTIONS IN MORTGAGE DOLLAR
ROLLS THAT ARE ACCOUNTED FOR AS
Pioneer Growth Shares The fund may not borrow money, FINANCINGS.
except the fund may: (a) borrow
from banks or through reverse
repurchase agreements in an
amount up to 33 1/3% of the
fund's total assets (including
the amount borrowed); (b) to the
extent permitted by applicable
law, borrow up to an additional
5% of the fund's assets for
temporary purposes; (c) obtain
such short-term credits as are
necessary for the clearance of
portfolio transactions; and (d)
purchase securities on margin to
the extent permitted by
applicable law.
Pioneer Mid Cap Value Fund The fund may not borrow money,
except from banks as a
temporary measure to
facilitate the meeting of
redemption requests or for
extraordinary or emergency
purposes and except pursuant
to reverse repurchase
agreements or dollar rolls, in
all cases in amounts not
exceeding 33 1/3% of the
fund's total assets (including
the amount borrowed) taken at
market value.
Pioneer Value Fund The fund may not borrow money,
except from banks as a
temporary measure to
facilitate the meeting of
redemption requests or for
extraordinary or emergency
purposes and except pursuant
to reverse repurchase
agreements or dollar rolls, in
all cases in amounts not
exceeding 10% of the fund's
total assets (including the
amount borrowed) taken at
market value.
This amendment would promote uniformity in the fundamental policy on
borrowing among Pioneer funds. These changes afford each fund the maximum
flexibility to borrow money permitted under the 1940 Act if the board and
Pioneer determine that such borrowing is in the best interests of the fund and
is consistent with both the fund's investment objective and with the
requirements of the 1940 Act. The proposal does not reflect a change in any
fund's anticipated borrowing activity. Currently, none of the funds borrow money
except in connection with the settlement of securities transactions and each
fund has access to a line of credit in the event of unusual redemption activity[
(which none of the funds has drawn upon)]. For certain funds, the percentage
limitation on borrowing effectively would be revised upward from 10% to 33 1/3%
of the fund's total assets. An additional 5% authority for temporary purposes is
proposed to be added to conform to the percentage limitation included in the
1940 Act. The authority to obtain short-term credits would help to facilitate
the clearance of portfolio transactions and, to the extent determined advisable
for portfolio management reasons, reduce the cash position the fund needs to
maintain. Margin purchases would also be permitted to the extent allowed by law.
The 1940 Act allows the SEC the authority to adopt regulations restricting the
use of margin by investment companies. While no such regulations have been
adopted, the SEC has indicated that it considers margin transactions to involve
the issuance of senior securities, which is restricted under the 1940 Act.
PROPOSAL FUND(S) CURRENT RESTRICTION AMENDED RESTRICTION
-------- ------- ------------------- -------------------
4(C) Pioneer Fund and Pioneer Value The fund may not invest in real The fund may not invest in real
REAL ESTATE Fund estate, commodities or commodity estate, except (a) that the fund
contracts, except that the fund may invest in securities of
may invest in financial futures issuers that invest in real
contracts and related options estate or interests therein,
and in any other financial securities that are secured by
instruments which may be deemed real estate or interests therein,
to be commodities or commodity securities of real estate
contracts in which the fund is investment trusts,
not prohibited from investing by mortgage-backed securities and
the Commodity Exchange Act and other securities that represent a
the rules and regulations similar indirect interest in real
thereunder. estate; and (b) the fund may
acquire real estate or interests
Pioneer Growth Shares The fund may not act as an therein through exercising rights
underwriter, except as it may be or remedies with regard to an
deemed to be an underwriter in a instrument or security.
sale of restricted securities
held in its portfolio, or invest
in real estate, commodities or
commodity contracts, except that
the fund may invest in financial
futures contracts and related
options and in any other
financial instruments which may
be deemed to be commodities or
commodity contracts in which the
fund is not prohibited from investing
by the Commodity Exchange Act
and the rules and regulations
thereunder.
Pioneer Mid Cap Growth Fund The fund may not invest in
real estate, commodities or
commodity contracts, except
that the fund may invest in
REITs and in financial futures
contracts and
related options and in any other
financial instruments which may
be deemed to be commodities or
commodity contracts in which the
fund is not prohibited from
investing by the Commodity
Exchange Act and the rules and
regulations thereunder.
Pioneer Mid Cap Value Fund The fund may not invest in
real estate or interests
therein, excluding readily
marketable securities of
companies that invest in real
estate or real estate
investment trusts.
The 1940 Act requires that each fund adopt a fundamental policy regarding
whether the fund may invest in real estate. The purpose of this requirement is
to allow investors in the fund to clearly understand the permitted scope of the
fund's investments since an investment in real estate involves significantly
different investment experience and risks than an investment in securities.
However, an investment in real estate related securities primarily requires
portfolio management expertise rather than a specific expertise in real estate
management. Pioneer employs portfolio managers and analysts who specialize in
such real estate related securities. The purpose of the amendment is to more
clearly express the intention that each fund will not directly invest in real
estate but may invest in issuers in real estate related businesses, such as real
estate investment trusts (REITs), or in fixed income securities secured by real
estate. The proposed amendment will, therefore, clarify that the fund's
investments may include real estate related opportunities that are within the
scope of its investment objective and policies. The revision would also clarify
that a fund could exercise its rights under a permitted instrument, such as
foreclosure under a bond secured by real estate, even if the exercise of those
rights results in the fund obtaining a direct interest in real estate.
PROPOSAL FUND(S) CURRENT RESTRICTION AMENDED RESTRICTION
-------- ------- ------------------- -------------------
4(D) Pioneer Fund, Pioneer Growth The fund may not make loans, The fund may not make loans,
LOANS Shares, Pioneer Mid Cap Growth except by purchase of debt except that the fund may (i) lend
Fund and Pioneer Value Fund obligations in which the fund portfolio securities in
may invest consistent with its accordance with the fund's
investment policies, by entering investment policies, (ii) enter
into repurchase agreements or into repurchase agreements, (iii)
through the lending of portfolio purchase all or a portion of an
securities, in each case only to issue of publicly distributed
the extent permitted by the debt securities, bank loan
prospectus and this statement of participation interests, bank
additional information. certificates of deposit, bankers'
acceptances, debentures or other
Pioneer Mid Cap Value Fund The fund may not make loans, securities, whether or not the
provided that (i) the purchase purchase is made upon the
of debt securities pursuant to original issuance of the
the fund's investment objective securities and (iv) in any other
shall not be deemed loans for manner consistent with applicable
the purposes of this law, as amended and interpreted
restriction; (ii) loans of or modified from time to time by
portfolio securities as any regulatory authority having
described, from time to time, jurisdiction. FOR PURPOSES OF
under "Lending of Portfolio THIS RESTRICTION, THE
Securities" shall be made only PARTICIPATION OF THE FUND IN A
in accordance with the terms and CREDIT FACILITY WHEREBY THE FUND
conditions therein set forth; MAY DIRECTLY LEND TO AND BORROW
and (iii) in seeking a return on MONEY FROM OTHER AFFILIATED FUNDS
temporarily available cash the TO THE EXTENT PERMITTED UNDER THE
fund may engage in repurchase 1940 ACT OR AN EXEMPTION
transactions as described in the THEREFROM WILL NOT BE CONSIDERED
prospectus. THE MAKING OF A LOAN.
The 1940 Act requires that each fund adopt a fundamental policy with
respect to making loans. This amendment would promote uniformity among Pioneer
funds and clarify that the funds can engage in such forms of investment in fixed
income securities as purchasing participation interest in commercial loans.
These changes afford each fund the maximum flexibility to make loans to the
extent permitted under the 1940 Act. The proposal does not reflect a change in
the funds' activities. The change also would allow each fund to take part in an
inter-fund lending program, if such a program were approved by the board.
PROPOSAL FUND(S) CURRENT RESTRICTION AMENDED RESTRICTION
-------- ------- ------------------- -------------------
4(E) Pioneer Fund and Pioneer The fund may not invest in real The fund may not invest in
COMMODITIES Value Fund estate, commodities or commodity commodities or commodity
contracts, except that the fund contracts, except that the fund
may invest in financial futures may invest in currency
contracts and related options instruments and currency
and in any other financial contracts and financial
instruments which may be deemed instruments and financial
to be commodities or commodity contracts that might be deemed to
contracts in which the fund is be commodities and commodity
not prohibited from investing by contracts in accordance with
the Commodity Exchange Act and applicable law. A FUTURES
the rules and regulations CONTRACT, FOR EXAMPLE, MAY BE
thereunder. DEEMED TO BE A COMMODITY CONTRACT.
Pioneer Growth Shares The fund may not act as an
underwriter, except as it may
be deemed to be an underwriter
in a sale of restricted
securities held in its
portfolio, or invest in real
estate, commodities or
commodity contracts, except
that the fund may invest in
financial futures contracts
and related options and in any
other financial instruments
which may be deemed to be
commodities or commodity
contracts in which the fund is
not prohibited from investing
by the Commodity Exchange Act
and the rules and regulations
thereunder.
Pioneer Mid Cap Growth Fund The fund may not invest in
real estate, commodities or
commodity contracts, except
that the fund may invest in
REITs and in financial futures
contracts and
related options and in any other
financial instruments which may
be deemed to be commodities or
commodity contracts in which the
fund is not prohibited from
investing by the Commodity
Exchange Act and the rules and
regulations thereunder.
Pioneer Mid Cap Value Fund The fund may not invest in
commodities or commodity
contracts, except interest
rate futures contracts,
options on securities,
securities indices, currency
and other financial
instruments, futures contracts
on securities, securities
indices, currency and other
financial instruments and
options on such futures
contracts, forward foreign
currency exchange contracts,
forward commitments,
securities index put or call
warrants, interest rate swaps,
caps and floors and repurchase
agreements entered into in
accordance with the fund's
investment policies.
The 1940 Act requires that each fund adopt a fundamental policy with
respect to commodities. The original purpose of the restriction was to clarify
that a fund would not be investing in traditional commodity contracts,
particularly agricultural commodities such as wheat futures. This amendment
would conform the investment restriction on commodities with the restriction
used by other Pioneer Funds and would avoid including a list of specifically
exempted financial instruments, which list could quickly become outdated. These
changes afford each fund the maximum flexibility to invest in commodities to the
extent permitted under the 1940 Act, allowing the funds to take advantage of new
investment products that may technically be commodities. By stating the
exception to the general prohibition on commodities as being applicable to
financial instruments rather than a specific list of financial instruments, the
goal is to prevent technical concerns from limiting the fund's investment
opportunities.
PROPOSAL FUND(S) CURRENT RESTRICTION AMENDED RESTRICTION
-------- ------- ------------------- -------------------
4(F) Pioneer Fund, Pioneer Mid Cap The fund may not purchase The fund may not make any
DIVERSIFICATIONGrowth Fund and Pioneer Value securities of a company if the investment inconsistent with its
Fund purchase would result in (i) the classification as a diversified
fund's having more than 5% of open-end investment company (or
the value of its total assets series thereof) under the 1940 Act.
invested in securities of such CURRENTLY, DIVERSIFICATION
company or (ii) the fund's MEANS THAT, WITH RESPECT TO 75%
owning more than 10% of the OF ITS TOTAL ASSETS, THE FUND MAY
outstanding voting securities NOT PURCHASE SECURITIES OF AN
of such company. ISSUER (OTHER THAN THE U.S.
GOVERNMENT, ITS AGENCIES OR
Pioneer Growth Shares The fund may not purchase any INSTRUMENTALITIES), IF
security (other than obligations (A) SUCH PURCHASE WOULD
of the U.S. government, its CAUSE MORE THAN 5% OF THE FUND'S
agencies or instrumentalities), TOTAL ASSETS, TAKEN AT MARKET
if as a result: (a) more than VALUE, TO BE INVESTED IN THE
25% of the value of the fund's SECURITIES OF SUCH ISSUER, OR
total assets would then be (B) SUCH PURCHASE WOULD AT
invested in securities of any THE TIME RESULT IN MORE THAN 10%
single issuer, or (b) as to 75% OF THE OUTSTANDING VOTING
of the value of the fund's total SECURITIES OF SUCH ISSUER BEING
assets: (i) more than 5% of the HELD BY THE FUND.
value of the fund's total assets
would then be invested in
securities of any single issuer,
or (ii) the fund would own more
than 10% of the voting securities
of any single issuer.
Pioneer Mid Cap Value Fund At least 75% of the value of
the fund's total assets must
be represented by cash and
cash items, government
securities, securities of
other investment companies,
and other securities, which,
for the purpose of this
calculation, is limited in
respect of any one issuer to
an amount not greater in value
than 5% of the value of the
total assets of the fund and
to not more than 10% of the
outstanding voting securities
of such issuer.
All of the funds are diversified. The 1940 Act requires that "diversified"
funds adopt a fundamental policy regarding this status. This change is designed
to promote uniformity among Pioneer funds and afford each fund the maximum
flexibility to comply with the requirements of the 1940 Act and interpretations
thereof as they may change from time to time.
PROPOSAL FUND(S) CURRENT RESTRICTION AMENDED RESTRICTION
-------- ------- ------------------- -------------------
4(G) Pioneer Fund, Pioneer Mid Cap The fund may not act as an The fund may not act as an
ACTING AS AN Growth Fund and Pioneer Value underwriter, except as it may be underwriter, except insofar as
UNDERWRITER Fund deemed to be an underwriter in the fund technically may be
the sale of restricted securities deemed to be an underwriter in
held in its portfolio. connection with the purchase or
sale of its portfolio securities.
Pioneer Growth Shares The fund may not act as an
underwriter, except as it may be
deemed to be an underwriter in a
sale of restricted securities
held in its portfolio, or invest
in real estate, commodities or
commodity contracts, except that
the fund may invest in financial
futures contracts and related
options and in any other
financial instruments which may
be deemed to be commodities or
commodity contracts in which the
fund is not prohibited from
investing by the Commodity Exchange
Act and the rules and regulations
thereunder.
Pioneer Mid Cap Value Fund The fund may not act as an
underwriter, except as it may
be deemed to be an underwriter
in a sale of restricted
securities.
The 1940 Act requires that a fund adopt a fundamental policy regarding
underwriting securities issued by other persons The change is designed to
promote uniformity among Pioneer funds while complying with the requirements of
the 1940 Act. None of the funds intend to act as an underwriter in the
traditional sense of such term.
PROPOSAL FUND(S) CURRENT RESTRICTION AMENDED RESTRICTION
-------- ------- ------------------- -------------------
4(H) Pioneer Fund, Pioneer Mid Cap The fund may not concentrate its The fund may not concentrate its
CONCENTRATION Growth Fund, Pioneer Mid Cap investments in securities of investments in securities of
POLICY Value Fund and Pioneer Value Fund companies in any particular companies in any particular
industry. This policy does not industry. IN THE OPINION OF THE
apply to investments in U.S. SEC, INVESTMENTS ARE CONCENTRATED
government securities. IN A PARTICULAR INDUSTRY IF SUCH
INVESTMENTS AGGREGATE 25% OR MORE
Pioneer Growth Shares The fund may not concentrate the OF THE FUND'S TOTAL ASSETS. THE
investment of its assets in any FUND'S POLICY DOES NOT APPLY TO
one industry or group of INVESTMENTS IN U.S. GOVERNMENT
industries and therefore will SECURITIES.
not invest 25% or more of its
total assets in any one industry.
None of the funds concentrate their investments in a single industry. The
1940 Act requires that a fund adopt a fundamental policy regarding
concentration. This change is designed to promote uniformity among Pioneer funds
and afford each fund the maximum flexibility to comply with the requirements of
the 1940 Act and interpretations thereof as they may change from time to time.
PROPOSAL FUND(S) CURRENT RESTRICTION AMENDED RESTRICTION
-------- ------- ------------------- -------------------
4(I) Pioneer Fund, Pioneer Mid Cap The fund may not guarantee the Eliminate restriction.
GUARANTEES Growth Fund, Pioneer Mid Cap securities of any other company,
Value Fund and Pioneer Value or mortgage, pledge,
Fund hypothecate[, or] assign or
otherwise encumber as security
for indebtedness its
securities or receivables in
an amount exceeding the amount
of the borrowing secured
thereby.
This policy was originally required by blue sky regulations, but it is not
required under the 1940 Act. It is not intended that the elimination of this
restriction will result in any fund guaranteeing the obligations of any third
party or the pledging of fund assets.
PROPOSAL FUND(S) CURRENT RESTRICTION AMENDED RESTRICTION
-------- ------- ------------------- -------------------
4(J) Pioneer Fund, Pioneer Mid Cap The fund may not purchase Eliminate restriction.
MARGIN Growth Fund and Pioneer Value securities on margin or effect
Fund short sales of securities.
A fund is not required to have a fundamental restriction on its ability to
engage in margin transactions. Under the funds' proposed fundamental policies on
borrowing and senior securities, margin purchases would be permitted to the
extent allowed by law. This includes a fund's ability to use "short-term
credits" for clearing transactions and margin deposits in connection with
options, futures and forwards.
PROPOSAL FUND(S) CURRENT RESTRICTION AMENDED RESTRICTION
-------- ------- ------------------- -------------------
4(K) Pioneer Fund, Pioneer Mid Cap The fund may not purchase Eliminate restriction. The
SHORT SALES Growth Fund and Pioneer Value securities on margin or effect following would be adopted as a
Fund short sales of securities. non-fundamental investment
restriction:
The fund may not engage in short
sales, except short sales
against-the-box.
The 1940 Act does not require that an investment company's policy with
respect to short sales be fundamental. Each fund would adopt a non-fundamental
restriction (that could be amended or eliminated in the future without
shareholder approval) to limit short sales to short sales "against-the-box". In
a short sales "against-the-box", the fund owns or has the right to acquire the
security sold short.
PROPOSAL FUND(S) CURRENT RESTRICTION AMENDED RESTRICTION
-------- ------- ------------------- -------------------
4(L) Pioneer Fund and Pioneer Value The fund may not purchase Eliminate restriction.
INVESTMENTS Fund securities for the purpose of
TO controlling management of other
EXERCISE companies.
CONTROL
The SEC requires disclosure of a fund's policy if it "intends to invest in
companies for the purpose of exercising control," but there is no requirement
that a fund specify that it will not invest in companies for the purpose of
exercising control. Since the funds do not invest for the purpose of exercising
control over portfolio companies, the proposal would, therefore, eliminate a
policy that is not required. The funds, however, have no current intention of
investing in any portfolio company for the purpose of taking control of the
management of that company.
PROPOSAL FUND(S) CURRENT RESTRICTION AMENDED RESTRICTION
-------- ------- ------------------- -------------------
4(M) Pioneer Fund and Pioneer Value The fund may not acquire the Eliminate restriction.
INVESTMENTS Fund securities of any other domestic
IN OTHER or foreign investment company or
INVESTMENT investment fund (except in
COMPANIES connection with a plan of merger
or consolidation with or
acquisition of substantially
all the assets of such other
investment company); provided,
however, that nothing herein
contained shall prevent the
fund from investing in the
securities issued by a real
estate investment trust,
provided that such trust shall
not be permitted to invest in
real estate or interests in
real estate other than
mortgages or other security
interests.
The board proposes eliminating the current fundamental restriction because
it is not required by the 1940 Act and potentially limits the flexibility of the
funds to make desirable investments. The funds' ability to invest in other
investment companies, including other investment companies managed by Pioneer,
would continue to be restricted (but not prohibited) by the 1940 Act.
PROPOSAL FUND(S) CURRENT POLICY AMENDED POLICY
-------- ------- -------------- --------------
4(N) Pioneer Value Fund The fund seeks to invest in a The fund's board would designate
ELIMINATE THE broad list of carefully these policies non-fundamental
DESIGNATION selected, reasonably priced policies and would be able to
OF AN securities rather than in revise them without shareholder
INVESTMENT securities whose prices reflect approval. This paragraph in the
POLICY AS a premium resulting from their fund's prospectus would read as
FUNDAMENTAL current market popularity. The follows:
fund invests the major portion
of its assets in equity The fund seeks to invest in a
securities, primarily of U.S. broad list of carefully selected,
issuers. For purposes of the reasonably priced securities
fund's investment policies, rather than in securities whose
equity securities include common prices reflect a premium
stocks and other equity resulting from their current
instruments, such as convertible market popularity. The fund
debt, depositary receipts, invests the major portion of its
warrants, rights and preferred assets in equity securities,
stocks. Although the fund primarily of U.S. issuers. For
focuses on securities that have purposes of the fund's investment
paid a dividend or interest policies, equity securities
within the preceding 12 months, include common stocks and other
it may purchase or hold equity instruments, such as
securities that do not provide convertible debt, depositary
income if the fund expects them receipts, warrants, rights and
to increase in value. The preferred stocks.
foregoing policies are
fundamental and may not be THE REMAINDER OF THE FUNDAMENTAL
changed without shareholder POLICES LISTED IN THE OTHER
approval. COLUMN WOULD NO LONGER BE
FUNDAMENTAL AND WOULD BE
It is the policy of the fund not CONFORMED TO CORRESPONDING
to engage in trading for POLICIES USED BY OTHER PIONEER
short-term profits and the fund FUNDS. THE FUND'S BOARD WOULD
intends to limit its portfolio DESIGNATE THESE POLICIES
turnover to the extent NON-FUNDAMENTAL POLICIES AND
practicable. Nevertheless, WOULD BE ABLE TO REVISE THEM
changes in the portfolio will be WITHOUT SHAREHOLDER APPROVAL.
made promptly when determined to
be advisable by reason of
developments not foreseen at the
time of the investment decision
and usually without reference to
the length of time a security
has been held. Accordingly,
portfolio turnover rate will not
be considered a limiting factor
in the execution of investment
decisions.
The fund may purchase put and
call options on securities
indices to manage cash flow
and to attempt to remain fully
invested in the stock market,
instead of or in addition to
buying and selling stocks. The
fund may also purchase these
options in order to hedge
against risks of market-wide
price fluctuations.
Options on securities indices
are similar to options on
securities except that the
delivery requirements are
different. The fund may sell a
securities index option it has
purchased or write a similar
option prior to the expiration
of the purchased option in
order to close out its
position in a securities index
option which it has purchased.
The fund may also allow
options to expire unexercised,
which would result in the loss
of the premium paid. The fund
will not invest more than 20%
of its net assets in premiums
on index put and call options.
The fund may also invest a
portion of its portfolio in
temporary cash investments
including finance company
obligations, corporate
commercial paper and other
short-term commercial
obligations, in each case
rated or issued by companies
with similar securities
outstanding that are rated
Prime-1 or Aa or better by
Moody's Investors Service or
A-1 or AA or better by
Standard & Poor's Ratings
Group ("Standard & Poor's")
or, if unrated, of comparable
quality as determined by
Pioneer.
While all of the Pioneer Funds treat their investment objectives as
fundamental, only Pioneer Value Fund has investment policies that are designated
as fundamental. Although there is currently no intention to change the manner in
which the fund is managed, there is less flexibility for the board and Pioneer
to adapt this fund to future changes in the market. With respect to dividends,
Pioneer believes that the current policy unnecessarily highlights one aspect of
the fund's investment approach.
PROPOSAL FUND(S) CURRENT RESTRICTIONS/POLICIES AMENDED POLICY
-------- ------- ----------------------------- --------------
4(O) Pioneer Fund and Pioneer Value Each fund's existing investment If amended as proposed, the
FOREIGN Fund restrictions state that as long restrictions described in this
RESTRICTION as the fund is registered in the proposal will provide that:
POLICY Federal Republic of Germany,
Austria or Switzerland, the fund In the case of a change in the
may not without the prior laws of Germany, Austria or
approval of its shareholders: Switzerland applicable to the
funds, the board has the right to
(i) Invest in the securities of adjust these restrictions
any other domestic or foreign relating to the funds'
investment company or investment registrations in these countries
fund, except in connection with accordingly without the prior
a plan of merger or approval of fund shareholders.
consolidation with or
acquisition of substantially all
the assets of such other
investment company or investment
fund; (ii) Purchase or sell real
estate, or any interest therein,
and real estate mortgage loans,
except that the fund may invest
in securities of corporate or
governmental entities secured by
real estate or marketable
interests therein or securities
issued by companies (other than
real estate limited
partnerships, real estate
investment trusts and real
estate funds) that invest in
real estate or interests
therein; (iii) Borrow money in
amounts exceeding 10% of the
fund's total assets (including
the amount borrowed) taken at
market value; (iv) Pledge,
mortgage or hypothecate its
assets in amounts exceeding 10%
of the fund's total assets taken
at market value; (v) Purchase
securities on margin or make
short sales; (vi) Redeem its
securities in-kind; or
(vii) Invest in interests in
oil, gas or other mineral
exploration or development
leases or programs.
Further, as long as each fund
is registered in Switzerland,
the fund may not, under the
laws of that country, without
the prior approval of its
shareholders:
(a) Purchase gold or silver
bullion, coins or other
precious metals or purchase or
sell futures contracts or
options on any such precious
metals; (b) Invest more than
10% of its total assets in the
securities of any one issuer;
provided, however, that this
restriction does not apply to
cash items and U.S. government
securities; (c) Write (sell)
uncovered calls or puts or any
combination thereof or
purchase, in an amount
exceeding 5% of its assets,
calls, puts, straddles,
spreads or any combination
thereof; or (d) Invest more
than 5% of its total assets in
financial instruments that are
used for non-hedging purposes
and which have a leverage
effect.
Each fund has agreed to certain investment restrictions as a condition of
registration in the Federal Republic of Germany, Austria and Switzerland.
Currently, the board of trustees may not modify these restrictions to take
advantage of changing regulatory policies in foreign jurisdictions without
incurring the expense and delay associated with obtaining shareholder approval.
Proposal 4(o), if approved, would allow each fund the flexibility to amend the
above investment restrictions to take advantage of changes in regulatory
policies in these jurisdictions without the need to seek shareholder approval.
The investment restrictions could then be changed with the approval of the
trustees provided the trustees consider such changes to be in the best interests
of the fund. Pioneer Mid Cap Growth Fund and Pioneer Growth Shares are not
subject to any of these international investment restrictions. The shareholders
of Pioneer Mid Cap Value Fund approved a similar policy change in April 1998. No
change would be effected until the funds' prospectuses and statements of
additional information had been amended or supplemented as necessary to reflect
the change.
PROPOSAL FUND(S) CURRENT RESTRICTION AMENDED RESTRICTION
-------- ------- ------------------- -------------------
4(P) Pioneer Fund, Pioneer Value Fund The fund may not invest in the The fund may not acquire the
FOREIGN and Pioneer Mid Cap Value Fund securities of any other domestic shares/units of any other pool of
RESTRICTION or foreign investment company or assets, irrespective of its legal
ON investment fund, except in form and type, which is invested
INVESTMENTS connection with a plan of merger according to the principle of
IN OTHER or consolidation with or risk-diversification, with the
INVESTMENT acquisition of substantially all exception that up to 5% of the
COMPANIES the assets of such other net asset value of the fund may
investment company or investment be invested in other pools of
fund. assets, which are invested in
securities, provided that the
units/shares of that pool of
assets are offered to the public
without limitation of the number
of units/shares and, further
provided, that the unit-/shareholders
have the right to redeem their
units/shares. This restriction
does not apply to a plan of
merger or consolidation with or
acquisition of substantially all
the assets of such other pool
of assets.
On July 3, 2002, the funds, Pioneer, PFD and other funds in the Pioneer
Family of Funds were granted an SEC exemptive order that would permit the funds
to invest uninvested cash and cash collateral in Pioneer Cash Reserves Fund, an
affiliated investment company. Without the exemptive relief, the funds are
prohibited by the 1940 Act from engaging in joint transactions with an
affiliated fund. The current restriction was initially adopted to qualify the
funds for registration in Germany, Switzerland and Austria. The amended
restriction would afford each fund the flexibility to invest cash balances and
collateral held in connection with the funds' securities lending program in
Pioneer Cash Reserves Fund and maintain its qualification for registration in
Germany, Switzerland and Austria. No change would be effected until the funds'
prospectuses and statements of additional information had been amended or
supplemented as necessary to reflect the new restriction.
TRUSTEES' RECOMMENDATION
The trustees believe that the proposed amendments to each fund's
fundamental restrictions will more clearly reflect current regulatory practice
and will expand the investment opportunities available to the fund. Accordingly,
the trustees recommend that you approve the proposed changes as described above.
REQUIRED VOTE
Approval of each of Proposals 4(a) through 4(p) requires the affirmative
1940 Act Majority Vote (as defined in Proposal 2 above) of the fund's
outstanding shares. If the required approval to change any restriction is not
obtained, the current investment restriction will continue in effect.
RECOMMENDATION
FOR THE REASONS SET FORTH ABOVE, TRUSTEES OF YOUR FUND UNANIMOUSLY
RECOMMEND THAT SHAREHOLDERS VOTE FOR EACH PROPOSAL TO AMEND THE FUND'S
INVESTMENT RESTRICTIONS.
INFORMATION CONCERNING THE MEETING
OUTSTANDING SHARES AND QUORUM
See Exhibit C to this proxy statement for the number of shares of
beneficial interest of each fund that were outstanding as of the record date.
Only shareholders of record as of the record date are entitled to notice of and
to vote at the meeting. One-third of the outstanding shares of the fund that are
entitled to vote will be considered a quorum for the transaction of business by
the fund.[CONFIRM]
OWNERSHIP OF SHARES OF THE FUNDS
Each person that, to the knowledge of the funds, owned of record or
beneficially 5% or more of the outstanding shares of any class of the funds as
of December 31, 2002 is as follows:
RECORD HOLDER SHARE CLASS NUMBER OF SHARES % OF CLASS
PIONEER MID CAP GROWTH FUND
Merrill Lynch, Pierce, Fenner & Smith Class B 159,746.19 6.53
Incorporated for the Sole Benefit
of its Customers Class C 58,882.78 9.41
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484
PFPC FBO Primerica Shareholder Services Class A 2,836,479.14 6.62
221 S. Gulf Road
King of Prussia, PA 19406
PIONEER VALUE FUND
Merrill Lynch, Pierce, Fenner & Smith Class C 59,760.47 11.60%
Incorporated
for the Sole Benefit of its Customers
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484
Pioneer Global Investments Ltd. Class A 51,863,905.72 23.43
George's Quay Plaza
George's Quay
Dublin 2 Ireland
PFPC FBO Primerica Shareholder Services Class A 48,105,247.58 21.73
221 S. Gulf Road
King of Prussia, PA 19406
PIONEER MID CAP VALUE FUND
Pioneer Global Investments Ltd. Class A 12,430,605.98 23.94
George's Quay Plaza
George's Quay
Dublin 2 Ireland
Merrill Lynch, Pierce, Fenner & Smith Class B 1,925,076.20 11.54
Incorporated Class C 381,346.00 20.53
for the Sole Benefit of its Customers
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484
John F. Cogan, Jr. c/o Hale and Dorr LLP Class Y 38.077.08 10.18
60 State Street, 29th floor
Boston, MA 02109-1803
John F. Cogan, Jr. and Mary Cornille & Class Y 38,519.57 10.30
Pamela Cogan Riddle & Gregory Cogan
Trustees of the Cogan Family Foundation
c/o Hale and Dorr LLP Trust Department
P.O. Box 1711
Boston, MA 02105-1711
Wells Fargo Bank MN, Trustee Class Y 122,375.36 32.71
Pioneer Savings & Investment Plan
P.O. Box 1533
Minneapolis, MN 55479-0001
Wells Fargo Bank MN, Trustee Class Y 76,884.71 20.55
Pioneer Retirement Plan
P.O. Box 1533
Minneapolis, MN 55479-0001
PIONEER FUND
PIONEER GROWTH SHARES
SHAREHOLDER PROPOSALS
The funds are not required to hold annual meetings of shareholders and do
not currently intend to hold meetings of shareholders in 2003. Shareholder
proposals intended to be presented at the next meeting of shareholders of a
fund, whenever held, must be received at the funds' offices, 60 State Street,
Boston, Massachusetts 02109, at a reasonable time prior to the trustees'
solicitation of proxies for the meeting. The submission by a shareholder of a
proposal for inclusion in a proxy statement does not guarantee that it will be
included. Shareholder proposals are subject to certain regulations under the
federal securities laws.
SHARES HELD IN RETIREMENT PLANS
The trustee or custodian of certain retirement plans is required to vote
any unvoted fund shares held in such plans in proportion to the percentages
voted by shareholders in person or by proxy.
PROXIES, QUORUM AND VOTING AT THE MEETING
Any shareholder who has given his or her proxy to someone has the power to
revoke that proxy at any time prior to its exercise by executing a superseding
proxy or by submitting a notice of revocation to the secretary of the funds. In
addition, although mere attendance at the shareholder meeting will not revoke a
proxy, a shareholder present at the shareholder meeting may withdraw his or her
proxy and vote in person. All properly executed and unrevoked proxies received
in time for the shareholder meeting will be voted in accordance with the
instructions contained in the proxies. If no instruction is given, the persons
named as proxies will vote the shares represented thereby in favor of the
proposals described above and will use their best judgment in connection with
the transaction of such other business as may properly come before the
shareholder meeting or any adjournment thereof.
On each proposal, all classes of shares of a fund vote as a single class.
One-third of the outstanding shares of a fund that are entitled to vote, present
in person or represented by proxy, constitutes a quorum for the transaction of
business with respect to any proposal for that fund; however, since each
proposal, other than the election of trustees, must be approved by a 1940 Act
Majority Vote, at least 50% of the outstanding shares must be present in person
or by proxy at the meeting to approve any of the proposals. In the event that at
the time any session of the shareholder meeting is called to order, a quorum is
not present in person or by proxy, the persons named as proxies may vote those
proxies which have been received to adjourn the shareholder meeting to a later
date. In the event that a quorum is present but sufficient votes in favor of any
of the proposals have not been received, the persons named as proxies may
propose one or more adjournments of the shareholder meeting to permit further
solicitation of proxies with respect to such proposal. Any such adjournment will
require the affirmative vote of more than one-half of the shares of the fund
present in person or by proxy at the session of the shareholder meeting to be
adjourned. The persons named as proxies will vote those proxies which they are
entitled to vote in favor of any such proposal in favor of such an adjournment
and will vote those proxies required to be voted against any such proposal
against any such adjournment. A shareholder vote may be taken on one or more of
the proposals in the proxy statement prior to such adjournment if sufficient
votes for its approval have been received and it is otherwise appropriate. Such
vote will be considered final regardless of whether the meeting is adjourned to
permit additional solicitation with respect to any other proposal.
Shares of each fund represented in person or by proxy, including shares
which abstain or do not vote with respect to a proposal, will be counted for
purposes of determining whether there is a quorum at the shareholder meeting.
Accordingly, an abstention from voting has the same effect as a vote against a
proposal, except for the proposal to elect trustees. Similarly, if a broker or
nominee holding shares in "street name" indicates on the proxy card that it does
not have discretionary authority to vote on a proposal and has not received
instructions from the beneficial owner, those shares will be considered present
and entitled to vote on that proposal. Thus, a "broker non-vote" has no effect
on the voting to elect trustees but has the same effect as a vote against the
other proposals.
OTHER BUSINESS
While the shareholder meeting has been called to transact any business that
may properly come before it, the only matters that the trustees intend to
present are those matters stated in the attached notice of special meeting of
shareholders. However, if any additional matters properly come before the
shareholder meeting, and on all matters incidental to the conduct of the
meeting, the persons named in the enclosed proxy intend to vote the proxy in
accordance with their judgment on such matters unless instructed to the
contrary.
METHOD OF SOLICITATION AND EXPENSES
The cost of preparing, assembling and mailing this proxy statement, the
attached notice of special meeting of shareholders and the accompanying proxy
card will be borne by Pioneer. In addition to soliciting proxies by mail,
Pioneer may, at its expense, have one or more of the funds' officers,
representatives or compensated third-party agents, including Pioneer, PIMSS and
PFD or [ ], professional proxy solicitors, who will be paid fees and expenses of
approximately $[ ] for their soliciting services, aid in the solicitation of
proxies by personal interview or telephone and telegraph and may request
brokerage houses and other custodians, nominees and fiduciaries to forward proxy
soliciting material to the beneficial owners of the shares held of record by
such persons.
The funds may also arrange to have votes recorded by telephone, the
Internet or other electronic means. The voting procedures used in connection
with such voting methods are designed to authenticate shareholders' identities,
to allow shareholders to authorize the voting of their shares in accordance with
their instructions and to confirm that their instructions have been properly
recorded. If these procedures were subject to a successful legal challenge, such
votes would not be counted at the shareholder meeting. The funds are unaware of
any such challenge at this time. In the case of telephone voting, shareholders
would be called at the phone number PIMSS has in its records for their accounts
and would be asked for their Social Security number or other identifying
information. The shareholders would then be given an opportunity to authorize
proxies to vote their shares at the meeting in accordance with their
instructions. In the case of automated telephone and Internet voting,
shareholders would be required to provide their identifying information and will
receive a confirmation of their instructions.
Persons holding shares as nominees will be reimbursed by Pioneer, upon
request, for the reasonable expenses of mailing soliciting materials to the
principals of the accounts.
February [17,] 2003
EXHIBIT A
AUDIT COMMITTEE CHARTER
PIONEER FUNDS
FUNCTION. Oversight is the primary function of the Audit Committee,
comprised exclusively of independent Trustees of the Pioneer Funds (the
"Funds"). The management company is responsible for maintaining appropriate
systems for accounting and internal controls and the independent auditor is
responsible for planning and carrying out proper audits.
PURPOSES. The purposes of the Audit Committee are to:
1. act as a liaison between the Funds' independent auditors and
the full Board of Trustees of the Funds;
2. discuss with the Funds' independent auditors their judgments
about the quality of the Fund's accounting principles and
underlying estimates as applied in the Funds' financial
reporting;
3. review and assess the renewal materials of all related party
contracts and agreements, including management advisory
agreements, underwriting contracts, administration agreements,
distribution contracts, and transfer agency contracts, among
any other instruments and agreements that may be appropriate
from time to time;
4. review and assess from time to time, as it deems necessary and
appropriate:
(a) brokerage and soft dollar arrangements of the Funds,
(b) the utilization of the Funds' line of credit, and
(c) "as of" gain/loss activity of the funds;
5. review and approve insurance coverage and allocations of
premiums between the management and the Funds and among the
Funds;
6. review and approve expenses under the Administration
Agreements between the management company and the Funds and
allocations of such expenses among the Funds; and
7. ensure that the independent auditors submit on a periodic
basis to the audit committee a formal written statement
delineating all relationships between the auditors and the
company; to actively engage in a dialogue with the independent
auditors with respect to any disclosed relationships or
services that may impact the objectivity and independence of
the independent auditors; and to recommend that the Board of
Directors take appropriate action in response to the
independent auditors' report to satisfy itself of the
independent auditors' independence.
ACTIVITIES. To carry out its function and its purposes, the Committee
shall, as appropriate and necessary:
(a) recommend the selection, retention or termination of
auditors; and, in connection therewith, to evaluate
the independence of the auditors, including whether
the auditors provide any consulting services to the
manager or to vendors to the Funds, whose systems are
material to the Funds' operations, regarding their
systems and controls; and to receive the auditors'
specific representations as to their independence;
(b) meet with the Funds' independent auditors, including
private meetings, as necessary to (i) review the
arrangements for and scope of the annual audit and
any special audits; (ii) to discuss any matters of
concern relating to the Funds' financial statements,
including any adjustments to such statements
recommended by the auditors, or any other results of
the audits; (iii) consider the auditors' comments
with respect to the Funds' financial policies,
procedures and internal accounting controls and
management's responses thereto; and (iv) review the
form of opinion the auditors propose to render to the
Board and shareholders;
(c) consider the effect upon the Funds of any changes in
accounting principles or practices proposed by
management or the auditors;
(d) review the fees charged by the auditors for audit and
non-audit services;
(e) investigate improprieties or suspected improprieties
in fund operations; and
(f) report its activities to the full Board on a regular
basis and to make such recommendations with respect
to the above and other matters as the Committee may
deem necessary or appropriate.
GOVERNANCE AND COMPENSATION. The Committee shall be comprised of three
independent Trustees of the Funds who shall be nominated and elected annually by
the Board of Trustees of the Funds. Members of the Committee shall elect from
among them a Chairperson, who shall preside over meetings of the Committee.
Replacements for vacancies, occurring from time to time, shall be nominated and
elected by the remaining Trustees of the Funds.
The Committee shall meet on a regular basis and is empowered to hold
special meetings, as circumstances require. The Committee shall meet regularly
with the Treasurer of the Funds. The Committee shall have the resources and
authority appropriate to discharge its responsibilities, including the authority
to retain special counsel and other experts or consultants at the expense of the
appropriate Funds.
Compensation for the members of the Committee shall be determined by
the Board of Trustees. It is expected that the Chairperson will receive
additional compensation for her/his services as Chair.
INITIAL APPROVAL AND ANNUAL REVIEW OF CHARTER. This Charter is subject
to approval of the Board of Trustees of the Funds. The Committee shall review
this Charter at least annually and recommend any changes to the Board for its
consideration.
EXHIBIT B
FORM OF PROPOSED MANAGEMENT CONTRACT
THIS AGREEMENT dated as of this 31st day of March, 2003 between [name
of fund], a Delaware business trust (the "Trust"), and Pioneer Investment
Management, Inc., a Delaware corporation (the "Manager").
W I T N E S S E T H
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and has filed with the Securities and Exchange Commission (the "Commission") a
registration statement for the purpose of registering its shares for public
offering under the Securities Act of 1933, as amended (the "1933 Act").
WHEREAS, the parties hereto deem it mutually advantageous that the
Manager should be engaged, subject to the supervision of the Trust's Board of
Trustees and officers, to manage the Trust.
NOW, THEREFORE, in consideration of the mutual covenants and benefits
set forth herein, the Trust and the Manager do hereby agree as follows:
1. The Manager will regularly provide the Trust with investment
research, advice and supervision and will furnish continuously
an investment program for the Trust, consistent with the
investment objectives and policies of the Trust. The Manager
will determine from time to time what securities shall be
purchased for the Trust, what securities shall be held or sold
by the Trust and what portion of the Trust's assets shall be
held uninvested as cash, subject always to the provisions of the
Trust's Certificate of Trust, Agreement and Declaration of
Trust, By-Laws and its registration statements under the 1940
Act and under the 1933 Act covering the Trust's shares, as filed
with the Commission, and to the investment objectives, policies
and restrictions of the Trust, as each of the same shall be from
time to time in effect, and subject, further, to such policies
and instructions as the Board of Trustees of the Trust may from
time to time establish. To carry out such determinations, the
Manager will exercise full discretion and act for the Trust in
the same manner and with the same force and effect as the Trust
itself might or could do with respect to purchases, sales or
other transactions, as well as with respect to all other things
necessary or incidental to the furtherance or conduct of such
purchases, sales or other transactions.
2. The Manager will, to the extent reasonably required in the
conduct of the business of the Trust and upon the Trust's
request, furnish to the Trust research, statistical and
advisory reports upon the industries, businesses, corporations
or securities as to which such requests shall be made, whether
or not the Trust shall at the time have any investment in such
industries, businesses, corporations or securities. The
Manager will use its best efforts in the preparation of such
reports and will endeavor to consult the persons and sources
believed by it to have information available with respect to
such industries, businesses, corporations or securities.
3. The Manager will maintain all books and records with respect
to the Trust's securities transactions required by
subparagraphs (b)(5), (6), (9) and (10) and paragraph (f) of
Rule 31a-1 under the 1940 Act (other than those records being
maintained by the custodian or transfer agent appointed by the
Trust) and preserve such records for the periods prescribed
therefor by Rule 31a-2 under the 1940 Act. The Manager will
also provide to the Board of Trustees such periodic and
special reports as the Board may reasonably request.
4. Except as otherwise provided herein, the Manager, at its own
expense, shall furnish to the Trust office space in the
offices of the Manager, or in such other place as may be
agreed upon from time to time, and all necessary office
facilities, equipment and personnel for managing the Trust's
affairs and investments, and shall arrange, if desired by the
Trust, for members of the Manager's organization to serve as
officers or agents of the Trust.
5. The Manager shall pay directly or reimburse the Trust for: (i)
the compensation (if any) of the Trustees who are "affiliated
persons" (as defined in the 1940 Act) of the Manager and all
officers of the Trust as such; and (ii) all expenses not
hereinafter specifically assumed by the Trust where such
expenses are incurred by the Manager or by the Trust in
connection with the management of the affairs of, and the
investment and reinvestment of the assets of, the Trust.
6. The Trust shall assume and shall pay: (i) charges and expenses
for fund accounting, pricing and appraisal services and related
overhead, including, to the extent such services are performed
by personnel of the Manager or its affiliates, office space and
facilities, and personnel compensation, training and benefits;
(ii) the charges and expenses of auditors; (iii) the charges and
expenses of any custodian, transfer agent, plan agent, dividend
disbursing agent, registrar or any other agent appointed by the
Trust; (iv) issue and transfer taxes chargeable to the Trust in
connection with securities transactions to which the Trust is a
party; (v) insurance premiums, interest charges, dues and fees
for membership in trade associations and all taxes and corporate
fees payable by the Trust to federal, state or other
governmental agencies; (vi) fees and expenses involved in
registering and maintaining registrations of the Trust 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; (vii)
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; (viii) charges and expenses of legal
counsel to the Trust and the Trustees; (ix) any fees paid by the
Trust in accordance with Rule 12b-1 promulgated by the
Commission pursuant to the 1940 Act; (x) compensation of those
Trustees of the Trust who are not affiliated with, or
"interested persons" of, the Manager, the Trust (other than as
Trustees), Pioneer Investment Management, Inc. or Pioneer Funds
Distributor, Inc.; (xi) the cost of preparing and printing share
certificates; (xii) interest on borrowed money, if any; and
(xiii) any other expense that the Trust, the Manager or any
other agent of the Trust may incur (A) as a result of a change
in the law or regulations, (B) as a result of a mandate from the
Board of Trustees with associated costs of a character generally
assumed by similarly structured investment companies or (C) that
is similar to the expenses listed above, and that is approved by
the Board of Trustees (including a majority of the Independent
Trustees) as being an appropriate expense of the Trust.
7. In addition to the expenses described in Section 6 above, the
Trust shall pay all brokers' and underwriting commissions
chargeable to the Trust in connection with securities
transactions to which the Trust is a party.
8. (a) The Trust shall pay to the Manager, as compensation for the
Manager's services and expenses assumed hereunder, a fee as set
forth below. Management fees payable hereunder shall be computed
daily and paid monthly in arrears.
A) The fee payable hereunder shall be composed of the Basic Fee
(defined below) and a Performance Adjustment (defined below) to the Basic
Fee based upon the investment performance of the Trust in relation to the
investment record of a securities index determined by the Trustees of the Trust
to be appropriate over the same period. The Trustees have designated the [name
of new benchmark index] (the "Index") for this purpose; provided, however, that
for all periods prior to April 1, 2003, the securities index shall be the [name
of current benchmark index].
B) From time to time, the Trustees may by a vote of the Trustees of
the Trust voting in person, including a majority of its Trustees who are
not parties to this Agreement or "interested persons" (as defined in the 1940
Act) of any such parties, determine 1) that another securities index is a more
appropriate benchmark than the Index for purposes of evaluating the performance
of the Trust; and/or 2) that a Class of shares of the Trust other than Class A
is most appropriate for use in calculating the Performance Adjustment. After ten
days' written notice to the Manager, a successor index (the "Successor Index")
may be substituted for the Index in prospectively calculating the Performance
Adjustment; and/or a different Class of shares may be substituted in calculating
the Performance Adjustment. However, the calculation of that portion of the
Performance Adjustment attributable to any portion of the performance period
prior to the adoption of the Successor Index will still be based upon the
Trust's performance compared to the Index. The use of a different Class of
shares for purposes of calculating the Performance Adjustment shall apply to the
entire performance period so long as such Class was outstanding at the beginning
of such period. In the event that such Class of shares was not outstanding for
all or a portion of the Performance Period, it may only be used in calculating
that portion of the Performance Adjustment attributable to the period during
which such Class was outstanding and any prior portion of the Performance Period
shall be calculated using Class A shares.
C) The Basic Fee is equal to [insert basic fee] per annum of the
Fund's average daily net assets.
D) The Performance Adjustment consists of an adjustment to the
monthly Basic Fee to be made by applying a performance adjustment rate to
the average net assets of the Trust over the Performance Period. The resulting
dollar figure will be added to or subtracted from the Basic Fee depending on
whether the Trust experienced better or worse performance than the Index.
The Performance Adjustment rate is [0.01%][0.02% for Pioneer Mid Cap
Growth Fund] per annum for each percentage point rounded to the nearer point
(the higher point if exactly one-half point) that the Trust's investment
performance for the period was better or worse than the record of the Index as
then constituted. The maximum performance adjustment is 0.10% [0.20% for Pioneer
Mid Cap Growth Fund] per annum. In addition, as the Trust's average daily net
assets over the Performance Period may differ substantially from the Trust's
average daily net assets during the current year, the performance adjustment may
be further adjusted to the extent necessary to insure that the total adjustment
to the Basic Fee on an annualized basis does not exceed 0.10%[0.20% for Pioneer
Mid Cap Growth Fund].
The Performance Period shall consist of a rolling 36 month period
consisting of the most recently completed month and the previous 35 months.
The Trust's investment performance will be measured by comparing the
(i) opening net asset value of one Class A share of the Trust on the first
business day of the performance period with (ii) the closing net asset value of
one Class A share of the Trust as of the last business day of such period. In
computing the investment performance of the Trust and the investment record of
the Index, distributions of realized capital gains, the value of capital gains
taxes per share paid or payable on undistributed realized long-term capital
gains accumulated to the end of such period and dividends paid out of investment
income on the part of the Trust, and all cash distributions of the companies
whose stock comprise the Index, will be treated as reinvested in accordance with
Rule 205-1 or any other applicable rule under the Investment Advisers Act of
1940, as the same from time to time may be amended.
The computation of the performance adjustment will not be cumulative. A
positive fee adjustment will apply even though the performance of the Trust over
some period of time shorter than the performance period has been behind that of
the Index, and, conversely, a negative fee adjustment will apply for the month
even though the performance of the Trust over some period of time shorter than
the performance period has been ahead of that of the Index.
E) An appropriate percentage (based on the number of days in the current month)
of the annual Performance Adjustment rate shall be multiplied by the average of
the net assets of the Trust (computed in the manner set forth in the Declaration
of Trust of the Trust adjusted as provided above, if applicable) determined as
of the close of business on each business day through out the performance
period. The resulting dollar amount is added to or deducted from the Basic Fee.
9. The Management Fee payable hereunder shall be computed daily
and paid monthly in arrears. In the event of the termination
of this Agreement, the Basic Fee then in effect shall be
computed on the basis of the period ending on the last
business day on which this Agreement is in effect subject to a
pro rata adjustment based on the number of days elapsed in the
current month as a percentage of the total number of days in
such month. The amount of any Performance Adjustment to the
Basic Fee will be computed on the basis of and applied to net
assets averaged over the 36 month period ending on the last
business day on which this Agreement is in effect.
10. The Manager may from time to time agree not to impose all or a
portion of its fee otherwise payable hereunder (in advance of
the time such fee or a portion thereof would otherwise accrue)
and/or undertake to pay or reimburse the Trust for all or a
portion of its expenses not otherwise required to be borne or
reimbursed by the Manager. Any such fee reduction or
undertaking may be discontinued or modified by the Manager at
any time.
11. It is understood that the Manager may employ one or more sub-
investment advisers (each a "Subadviser") to provide investment
advisory services to the Trust by entering into a written
agreement with each such Subadviser; provided, that any such
agreement first shall be approved by the vote of a majority of
the Trustees, including a majority of the Trustees who are not
"interested persons" (as defined in the 1940 Act) of the Trust,
the Manager or any such Subadviser, and otherwise approved in
accordance with the requirements of the 1940 Act or an exemption
therefrom. The authority given to the Manager in Sections 1
through 13 hereof may be delegated by it under any such
agreement; provided, that any Subadviser shall be subject to the
same restrictions and limitations on investments and brokerage
discretion as the Manager. The Trust agrees that the Manager
shall not be accountable to the Trust or the Trust's
shareholders for any loss or other liability relating to
specific investments directed by any Subadviser, even though the
Manager retains the right to reverse any such investment
because, in the event a Subadviser is retained, the Trust and
the Manager will rely almost exclusively on the expertise of
such Subadviser for the selection and monitoring of specific
investments.
12. The Manager will not be liable for any error of judgment or
mistake of law or for any loss sustained by reason of the
adoption of any investment policy or the purchase, sale, or
retention of any security on the recommendation of the Manager,
whether or not such recommendation shall have been based upon
its own investigation and research or upon investigation and
research made by any other individual, firm or corporation, but
nothing contained herein will be construed to protect the
Manager against any liability to the Trust or its shareholders
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 this Agreement.
13. Nothing in this Agreement will in any way limit or restrict the
Manager or any of its officers, directors, or employees from
buying, selling or trading in any securities for its or their
own accounts or other accounts. The Manager may act as an
investment adviser to any other person, firm or corporation, and
may perform management and any other services for any other
person, association, corporation, firm or other entity pursuant
to any contract or otherwise, and take any action or do any
thing in connection therewith or related thereto; and no such
performance of management or other services or taking of any
such action or doing of any such thing shall be in any manner
restricted or otherwise affected by any aspect of any
relationship of the Manager to or with the Trust or deemed to
violate or give rise to any duty or obligation of the Manager to
the Trust except as otherwise imposed by law. The Trust
recognizes that the Manager, in effecting transactions for its
various accounts, may not always be able to take or liquidate
investment positions in the same security at the same time and
at the same price.
14. In connection with purchases or sales of securities for the
account of the Trust, neither the Manager nor any of its
directors, officers or employees will act as a principal or
agent or receive any commission except as permitted by the
1940 Act. The Manager shall arrange for the placing of all
orders for the purchase and sale of securities for the Trust's
account with brokers or dealers selected by the Manager. In the
selection of such brokers or dealers and the placing of such
orders, the Manager is directed at all times to seek for the
Trust the most favorable execution and net price available
except as described herein. It is also understood that it is
desirable for the Trust that the Manager have access to
supplemental investment and market research and security and
economic analyses provided by brokers who may execute brokerage
transactions at a higher cost to the Trust than may result when
allocating brokerage to other brokers on the basis of seeking
the most favorable price and efficient execution. Therefore,
the Manager is authorized to place orders for the purchase and
sale of securities for the Trust with such brokers, subject to
review by the Trust's Trustees from time to time with respect to
the extent and continuation of this practice. It is understood
that the services provided by such brokers may be useful to the
Manager in connection with its or its affiliates' services to
other clients. In addition, subject to the Manager's obligation
to seek the most favorable execution and net price available,
the Manager may consider the sale of the Trust's shares in
selecting brokers and dealers.
15. On occasions when the Manager deems the purchase or sale of a
security to be in the best interest of the Trust as well as
other clients, the Manager may, to the extent permitted by
applicable laws and regulations, aggregate the securities to
be sold or purchased in order to obtain the best execution and
lower brokerage commissions, if any. In such event, allocation
of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the
Manager in the manner it considers to be the most equitable
and consistent with its fiduciary obligations to the Trust and
to such clients.
16. This Agreement shall become effective on the date hereof and
shall remain in force until December 31, 2004 and from year to
year thereafter, but only so long as its continuance is
approved in accordance with the requirements of the 1940 Act
or an exemption therefrom, subject to the right of the Trust
and the Manager to terminate this contract as provided in
Section 17 hereof.
17. Either party hereto may, without penalty, terminate this
Agreement by vote of its Board of Trustees or Directors, as
the case may be, or by vote of a "majority of the outstanding
voting securities" (as defined in the 1940 Act) of the Trust
or the Manager, as the case may be, and the giving of 60 days'
written notice to the other party.
18. This Agreement shall automatically terminate in the event of
its assignment. For purposes of this Agreement, the term
"assignment" shall have the meaning given it by Section
2(a)(4) of the 1940 Act.
19. The Trust agrees that in the event that neither the Manager
nor any of its affiliates acts as an investment adviser to the
Trust, the name of the Trust will be changed to one that does
not contain the name "Pioneer" or otherwise suggest an
affiliation with the Manager.
20. The Manager is an independent contractor and not an employee
of the Trust for any purpose. If any occasion should arise in
which the Manager gives any advice to its clients concerning
the shares of the Trust, the Manager will act solely as
investment counsel for such clients and not in any way on
behalf of the Trust.
21. This Agreement states the entire agreement of the parties
hereto, and is intended to be the complete and exclusive
statement of the terms hereof. It may not be added to or
changed orally and may not be modified or rescinded except by
a writing signed by the parties hereto and in accordance with
the 1940 Act, when applicable.
22. This Agreement and all performance hereunder shall be governed
by and construed in accordance with the laws of The Commonwealth
of Massachusetts.
23. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity
or unenforceability without rendering invalid or unenforceable
the remaining terms or provisions of this Agreement or
affecting the validity or enforceability of any of the terms
or provisions of this Agreement in any other jurisdiction.
24. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers and their seal to be hereto affixed
as of the day and year first above written.
ATTEST: [Name of Fund]
- ------------------------ -----------------------
ATTEST: PIONEER INVESTMENT MANAGEMENT, INC.
- ------------------------ -----------------------
EXHIBIT C
ADDITIONAL INFORMATION PERTAINING TO PIONEER
OWNERSHIP OF PIONEER. Pioneer is an indirect, wholly owned subsidiary of
UniCredito Italiano. [Pioneer management ownership of UniCredito, if any.]
Services provided to the funds by affiliates of Pioneer. PIMSS serves as
each fund's transfer agent and shareholder servicing agent. Under the terms of
its contract with each fund, PIMSS' duties include: (i) processing sales,
redemptions and exchanges of shares of the fund; (ii) distributing dividends and
capital gains to shareholder accounts; and (iii) maintaining certain account
records and responding to routine shareholder inquires. The fees shown below are
for the fund's most recently completed fiscal year end.
- ------------------------------------------------------------ ----------------------------------------------------
AMOUNT OF FEES PAID TO PIMSS
FUND (NET OF EXPENSE OFFSETS)
- ------------------------------------------------------------ ----------------------------------------------------
Pioneer Mid Cap Growth Fund $1,573,820
Pioneer Value $8,311,017
Pioneer Mid Cap Value Fund $3,505,047
Pioneer Fund $15,962,855
Pioneer Growth Shares $5,337,659
- ------------------------------------------------------------ ----------------------------------------------------
PFD, an indirect, wholly owned subsidiary of UniCredito Italiano, serves as
each fund's principal underwriter. PFD's address is 60 State Street, Boston,
Massachusetts 02109. The fees shown below were paid by each fund for its most
recently completed fiscal year end to PFD in connection with its underwriting
activities for the funds.
- ----------------------------------------------- ---------------------- ------------------- ----------------------
AMOUNT OF CLASS A
SALES CHARGES CDSCS PAID TO PFD RULE 12B-1
FUND RETAINED BY PFD DISTRIBUTION FEES
- ----------------------------------------------- ---------------------- ------------------- ----------------------
Pioneer Mid Cap Growth Fund $55,885 $78,201 $1,698,692
Pioneer Value Fund $529,391 $62,117 $8,831,082
Pioneer Mid Cap Value Fund $320,161 $313,306 $6,179,753
Pioneer Fund $2,144,207 $2,379,199 $23,924,903
Pioneer Growth Shares $253,537 $2,017,753 $8,152,709
- ----------------------------------------------- ---------------------- ------------------- ----------------------
Each fund has entered into an administration agreement with Pioneer
pursuant to which certain accounting and legal services which are expenses
payable by the fund under the existing management contract are performed by
Pioneer and pursuant to which Pioneer is reimbursed for its costs of providing
such services. The fees shown below are for the fund's most recently completed
fiscal year end.
- ------------------------------------------------------------ ----------------------------------------------------
FUND AMOUNT OF FEES PAID TO PIONEER
- ------------------------------------------------------------ ----------------------------------------------------
Pioneer Mid Cap Growth Fund $210,018
Pioneer Value $592,315
Pioneer Mid Cap Value Fund $243,648
Pioneer Fund $1,115,106
Pioneer Growth Shares $242,976
- ------------------------------------------------------------ ----------------------------------------------------
PORTFOLIO TRANSACTION POLICIES
All orders for the purchase or sale of portfolio securities are placed on
behalf of each fund by Pioneer pursuant to authority contained in the fund's
management contract. Pioneer seeks to obtain the 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 a fund and/or other investment companies or other accounts managed
by Pioneer. In addition, consistent with Section 28(e) of the Exchange Act, 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 a fund and other investment companies or
accounts managed by Pioneer are placed with 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 any of the funds as well as other
investment companies or other accounts managed by Pioneer, although not all such
research may be useful to any of the funds. 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
any of the funds. The receipt of such research has not reduced Pioneer's normal
independent research activities; however, it 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.
In circumstances where two or more broker-dealers offer comparable prices
and executions, preference may be given to a broker-dealer which has sold shares
of a fund as well as shares of other investment companies managed by Pioneer.
This policy does not imply a commitment to execute all portfolio transactions
through all broker-dealers that sell shares of the fund.
None of the funds used any brokers affiliated with Pioneer during its most
recently completed fiscal year in connection with its portfolio transactions.
SIMILAR FUNDS
Pioneer serves as the investment adviser to each fund in the Pioneer Family
of Funds. The following table identifies other funds in the Pioneer Family of
Funds that have similar investment objectives to the funds described in this
proxy statement and provides other information regarding the similar funds.
MANAGEMENT FEE
RATE FOR SIMILAR DOLLAR AMOUNT OF
NET ASSETS OF FUND(S) AS A MANAGEMENT FEES
SIMILAR FUND(S) PERCENTAGE OF WAIVED OR EXPENSES
AS OF DECEMBER AVERAGE DAILY NET REIMBURSED FOR
FUND SIMILAR FUND(S) 31, 2001 ASSETS SIMILAR FUND
---- --------------- -------- ------ ------------
Pioneer Mid Cap Value Fund Pioneer Mid Cap Value VCT Portfolio $138,534,506 0.65% --
Pioneer Fund Pioneer Fund VCT Portfolio $211,833,040 0.65% --
Pioneer Growth Shares Pioneer Growth Shares VCT Portfolio $73,114,578 0.70% --
RECORD DATE SHARES
As of the close of business on the record date, the shares outstanding of
each fund were as follows:
FUND NUMBER OF SHARES OUTSTANDING
---------------------------------------------------------------------
CLASS A CLASS B CLASS C CLASS Y
Pioneer Fund
Pioneer Growth Shares
Pioneer Mid Cap Growth Fund N/A
Pioneer Mid Cap Value Fund
Pioneer Value Fund N/A
- ------------------------------------------------------- -----------------------------------------------------
[LOGO] PIONEER FAMILY OF FUNDS PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
- ------------------------------------------------------- -----------------------------------------------------
[Tabulator's Address] TO BE HELD APRIL 14, 2003
VOTE VIA THE INTERNET: HTTP://WWW.PROXYWEB.COM
TOUCH-TONE VOTING: 1-[]
- ------------------------------------------------------- -----------------------------------------------------
[CONTROL NUMBER] [triangle] Please fold and detach at perforation before mailing [triangle]
PIONEER FUND
I (we), having received notice of the meeting and management's proxy statement
therefor, and revoking all prior proxies, hereby appoint John F. Cogan, Jr.,
Daniel T. Geraci, Dorothy E. Bourassa, Joseph P. Barri and David C. Phelan, and
each of them, my (our) attorneys (with full power of substitution in them and
each of them) for and in my (our) name(s) to attend the Special Meeting of
Shareholders of my (our) fund to be held on Thursday, April 17, 2003, at 1 p.m.
(Boston time) at the offices of Hale and Dorr LLP, counsel to the fund, 60 State
Street, 26th Floor, Boston, Massachusetts 02109, and any adjourned session or
sessions thereof, and there to vote and act upon the following matters (as more
fully described in the accompanying proxy statement) in respect of all shares of
the fund which I (we) will be entitled to vote or act upon, with all the powers
I (we) would possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
PROPOSAL.
Date _______________________, 2003
NOTE: In signing, please write name(s) exactly
as appearing hereon. When signing as attorney,
executor, administrator or other fiduciary,
please give your full title as such. Joint
owners should each sign personally.
-----------------------------------
Signature(s)
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
IN THE ENCLOSED ENVELOPE.
[triangle] Please fold and detach at perforation before mailing [triangle]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF YOUR FUND AND
SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD
RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING:
PLEASE VOTE BY FILLING IN THE BOXES BELOW.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
(AS MARKED BELOW)
1. To elect trustees. The nominees for trustees
are:
01 M.K. Bush 02 J.F. Cogan, Jr.
03 Dr. R.H. Egdahl 04 Daniel T. Geraci
05 M.B.W. Graham 06 M.A. Piret
07 S.K. West 08 J. Winthrop
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE
CORRESPONDING NUMBER(S) OF THE NOMINEE(S) ON THE LINE BELOW:
- -----------------------------------
FOR AGAINST ABSTAIN
2. To approve a new management contract between
the fund and Pioneer Investment Management, Inc.
("Pioneer"), the fund's investment adviser, as
described in the proxy statement.
3. To approve a policy allowing Pioneer and the board
of trustees to appoint or terminate subadvisers and to
approve amendments to subadvisory agreements without
shareholder approval.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
(AS MARKED BELOW)
4(a)-(p) To approve a change to the fund's investment
policy on:
(a) Senior securities (b) Borrowing
(c) Real Estate (d) Loans
(e) Commodities (f) Diversification
(g) Acting as underwriter (h) Concentration
(i) Guarantees (j) Margin
(k) Short sales (l) Exercising control
(m) Other investment (o) Qualification for
companies foreign registration
(p) Other investment
companies
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE POLICY CHANGES, WRITE THE
CORRESPONDING NUMBER(S) ON THE LINE BELOW:
- -----------------------------------
- ------------------------------------------------------- -----------------------------------------------------
[LOGO] PIONEER FAMILY OF FUNDS PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
- ------------------------------------------------------- -----------------------------------------------------
[Tabulator's Address] TO BE HELD APRIL 14, 2003
VOTE VIA THE INTERNET: HTTP://WWW.PROXYWEB.COM
TOUCH-TONE VOTING: 1-[]
- ------------------------------------------------------- -----------------------------------------------------
[CONTROL NUMBER] [triangle] Please fold and detach at perforation before mailing [triangle]
PIONEER GROWTH SHARES
I (we), having received notice of the meeting and management's proxy statement
therefor, and revoking all prior proxies, hereby appoint John F. Cogan, Jr.,
Daniel T. Geraci, Dorothy E. Bourassa, Joseph P. Barri and David C. Phelan, and
each of them, my (our) attorneys (with full power of substitution in them and
each of them) for and in my (our) name(s) to attend the Special Meeting of
Shareholders of my (our) fund to be held on Thursday, April 17, 2003, at 1 p.m.
(Boston time) at the offices of Hale and Dorr LLP, counsel to the fund, 60 State
Street, 26th Floor, Boston, Massachusetts 02109, and any adjourned session or
sessions thereof, and there to vote and act upon the following matters (as more
fully described in the accompanying proxy statement) in respect of all shares of
the fund which I (we) will be entitled to vote or act upon, with all the powers
I (we) would possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
PROPOSAL.
Date _______________________, 2003
NOTE: In signing, please write name(s) exactly
as appearing hereon. When signing as attorney,
executor, administrator or other fiduciary,
please give your full title as such. Joint
owners should each sign personally.
-----------------------------------
Signature(s)
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
IN THE ENCLOSED ENVELOPE.
[triangle] Please fold and detach at perforation before mailing [triangle]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF YOUR FUND AND
SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD
RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING:
PLEASE VOTE BY FILLING IN THE BOXES BELOW.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
(AS MARKED BELOW)
1. To elect trustees. The nominees for trustees
are:
01 M.K. Bush 02 J.F. Cogan, Jr.
03 Dr. R.H. Egdahl 04 Daniel T. Geraci
05 M.B.W. Graham 06 M.A. Piret
07 S.K. West 08 J. Winthrop
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE
CORRESPONDING NUMBER(S) OF THE NOMINEE(S) ON THE LINE BELOW:
- -----------------------------------
FOR AGAINST ABSTAIN
2. To approve a new management contract between
the fund and Pioneer Investment Management, Inc.
("Pioneer"), the fund's investment adviser, as
described in the proxy statement.
3. To approve a policy allowing Pioneer and the board of trustees to appoint or
terminate subadvisers and to approve amendments to subadvisory agreements
without shareholder approval.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
(AS MARKED BELOW)
4(a)-(h) To approve a change to the fund's investment
policy on:
(a) Senior securities (b) Borrowing
(c) Real Estate (d) Loans
(e) Commodities (f) Diversification
(g) Acting as underwriter (h) Concentration
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE POLICY CHANGES, WRITE THE
CORRESPONDING NUMBER(S) ON THE LINE BELOW:
- -----------------------------------
- ------------------------------------------------------- -----------------------------------------------------
[LOGO] PIONEER FAMILY OF FUNDS PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
- ------------------------------------------------------- -----------------------------------------------------
[Tabulator's Address] TO BE HELD APRIL 14, 2003
VOTE VIA THE INTERNET: HTTP://WWW.PROXYWEB.COM
TOUCH-TONE VOTING: 1-[]
- ------------------------------------------------------- -----------------------------------------------------
[CONTROL NUMBER] [triangle] Please fold and detach at perforation before mailing [triangle]
PIONEER MID CAP GROWTH FUND
I (we), having received notice of the meeting and management's proxy statement
therefor, and revoking all prior proxies, hereby appoint John F. Cogan, Jr.,
Daniel T. Geraci, Dorothy E. Bourassa, Joseph P. Barri and David C. Phelan, and
each of them, my (our) attorneys (with full power of substitution in them and
each of them) for and in my (our) name(s) to attend the Special Meeting of
Shareholders of my (our) fund to be held on Thursday, April 17, 2003, at 1 p.m.
(Boston time) at the offices of Hale and Dorr LLP, counsel to the fund, 60 State
Street, 26th Floor, Boston, Massachusetts 02109, and any adjourned session or
sessions thereof, and there to vote and act upon the following matters (as more
fully described in the accompanying proxy statement) in respect of all shares of
the fund which I (we) will be entitled to vote or act upon, with all the powers
I (we) would possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
PROPOSAL.
Date _______________________, 2003
NOTE: In signing, please write name(s) exactly
as appearing hereon. When signing as attorney,
executor, administrator or other fiduciary,
please give your full title as such. Joint
owners should each sign personally.
-----------------------------------
Signature(s)
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
IN THE ENCLOSED ENVELOPE.
[triangle] Please fold and detach at perforation before mailing [triangle]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF YOUR FUND AND
SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD
RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING:
PLEASE VOTE BY FILLING IN THE BOXES BELOW.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
(AS MARKED BELOW)
1. To elect trustees. The nominees for trustees
are:
01 M.K. Bush 02 J.F. Cogan, Jr.
03 Dr. R.H. Egdahl 04 Daniel T. Geraci
05 M.B.W. Graham 06 M.A. Piret
07 S.K. West 08 J. Winthrop
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE
CORRESPONDING NUMBER(S) OF THE NOMINEE(S) ON THE LINE BELOW:
- -----------------------------------
FOR AGAINST ABSTAIN
2. To approve a new management contract between
the fund and Pioneer Investment Management, Inc.
("Pioneer"), the fund's investment adviser, as
described in the proxy statement.
3. To approve a policy allowing Pioneer and the board of trustees to appoint or
terminate subadvisers and to approve amendments to subadvisory agreements
without shareholder approval.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
(AS MARKED BELOW)
4(a)-(k) To approve a change to the fund's investment
policy on:
(a) Senior securities (b) Borrowing
(c) Real Estate (d) Loans
(e) Commodities (f) Diversification
(g) Acting as underwriter (h) Concentration
(i) Guarantees (j) Margin
(k) Short sales
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE POLICY CHANGES, WRITE THE
CORRESPONDING NUMBER(S) ON THE LINE BELOW:
- -----------------------------------
- ------------------------------------------------------- -----------------------------------------------------
[LOGO] PIONEER FAMILY OF FUNDS PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
- ------------------------------------------------------- -----------------------------------------------------
[Tabulator's Address] TO BE HELD APRIL 14, 2003
VOTE VIA THE INTERNET: HTTP://WWW.PROXYWEB.COM
TOUCH-TONE VOTING: 1-[]
- ------------------------------------------------------- -----------------------------------------------------
[CONTROL NUMBER] [triangle] Please fold and detach at perforation before mailing [triangle]
PIONEER MID CAP VALUE FUND
I (we), having received notice of the meeting and management's proxy statement
therefor, and revoking all prior proxies, hereby appoint John F. Cogan, Jr.,
Daniel T. Geraci, Dorothy E. Bourassa, Joseph P. Barri and David C. Phelan, and
each of them, my (our) attorneys (with full power of substitution in them and
each of them) for and in my (our) name(s) to attend the Special Meeting of
Shareholders of my (our) fund to be held on Thursday, April 17, 2003, at 1 p.m.
(Boston time) at the offices of Hale and Dorr LLP, counsel to the fund, 60 State
Street, 26th Floor, Boston, Massachusetts 02109, and any adjourned session or
sessions thereof, and there to vote and act upon the following matters (as more
fully described in the accompanying proxy statement) in respect of all shares of
the fund which I (we) will be entitled to vote or act upon, with all the powers
I (we) would possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
PROPOSAL.
Date _______________________, 2003
NOTE: In signing, please write name(s) exactly
as appearing hereon. When signing as attorney,
executor, administrator or other fiduciary,
please give your full title as such. Joint
owners should each sign personally.
-----------------------------------
Signature(s)
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
IN THE ENCLOSED ENVELOPE.
[triangle] Please fold and detach at perforation before mailing [triangle]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF YOUR FUND AND
SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD
RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING:
PLEASE VOTE BY FILLING IN THE BOXES BELOW.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
(AS MARKED BELOW)
1. To elect trustees. The nominees for trustees
are:
01 M.K. Bush 02 J.F. Cogan, Jr.
03 Dr. R.H. Egdahl 04 Daniel T. Geraci
05 M.B.W. Graham 06 M.A. Piret
07 S.K. West 08 J. Winthrop
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE
CORRESPONDING NUMBER(S) OF THE NOMINEE(S) ON THE LINE BELOW:
- -----------------------------------
FOR AGAINST ABSTAIN
2. To approve a new management contract between
the fund and Pioneer Investment Management, Inc.
("Pioneer"), the fund's investment adviser, as
described in the proxy statement.
3. To approve a policy allowing Pioneer and the board of trustees to appoint or
terminate subadvisers and to approve amendments to subadvisory agreements
without shareholder approval.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
(AS MARKED BELOW)
4(a)-(p) To approve a change to the fund's investment
policy on:
(a) Senior securities (b) Borrowing
(c) Real Estate (d) Loans
(e) Commodities (f) Diversification
(g) Acting as underwriter (h) Concentration
(i) Guarantees (p) Other investment
companies
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE POLICY CHANGES, WRITE THE
CORRESPONDING NUMBER(S) ON THE LINE BELOW:
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[LOGO] PIONEER FAMILY OF FUNDS PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
- ------------------------------------------------------- -----------------------------------------------------
[Tabulator's Address] TO BE HELD APRIL 14, 2003
VOTE VIA THE INTERNET: HTTP://WWW.PROXYWEB.COM
TOUCH-TONE VOTING: 1-[]
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[CONTROL NUMBER] [triangle] Please fold and detach at perforation before mailing [triangle]
PIONEER VALUE FUND
I (we), having received notice of the meeting and management's proxy statement
therefor, and revoking all prior proxies, hereby appoint John F. Cogan, Jr.,
Daniel T. Geraci, Dorothy E. Bourassa, Joseph P. Barri and David C. Phelan, and
each of them, my (our) attorneys (with full power of substitution in them and
each of them) for and in my (our) name(s) to attend the Special Meeting of
Shareholders of my (our) fund to be held on Thursday, April 17, 2003, at 1 p.m.
(Boston time) at the offices of Hale and Dorr LLP, counsel to the fund, 60 State
Street, 26th Floor, Boston, Massachusetts 02109, and any adjourned session or
sessions thereof, and there to vote and act upon the following matters (as more
fully described in the accompanying proxy statement) in respect of all shares of
the fund which I (we) will be entitled to vote or act upon, with all the powers
I (we) would possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
PROPOSAL.
Date _______________________, 2003
NOTE: In signing, please write name(s) exactly
as appearing hereon. When signing as attorney,
executor, administrator or other fiduciary,
please give your full title as such. Joint
owners should each sign personally.
-----------------------------------
Signature(s)
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
IN THE ENCLOSED ENVELOPE.
[triangle] Please fold and detach at perforation before mailing [triangle]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF YOUR FUND AND
SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD
RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING:
PLEASE VOTE BY FILLING IN THE BOXES BELOW.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
(AS MARKED BELOW)
1. To elect trustees. The nominees for trustees
are:
01 M.K. Bush 02 J.F. Cogan, Jr.
03 Dr. R.H. Egdahl 04 Daniel T. Geraci
05 M.B.W. Graham 06 M.A. Piret
07 S.K. West 08 J. Winthrop
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES, WRITE THE
CORRESPONDING NUMBER(S) OF THE NOMINEE(S) ON THE LINE BELOW:
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FOR AGAINST ABSTAIN
2. To approve a new management contract between
the fund and Pioneer Investment Management, Inc.
("Pioneer"), the fund's investment adviser, as
described in the proxy statement.
3. To approve a policy allowing Pioneer and the board of trustees to appoint or
terminate subadvisers and to approve amendments to subadvisory agreements
without shareholder approval.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
(AS MARKED BELOW)
4(a)-(p) To approve a change to the fund's investment
policy on:
(a) Senior securities (b) Borrowing
(c) Real Estate (d) Loans
(e) Commodities (f) Diversification
(g) Acting as underwriter (h) Concentration
(i) Guarantees (j) Margin
(k) Short sales (l) Exercising control
(m) Other investment (n) Fundamental treatment
companies
(o) Qualification for (p) Other investment
foreign registration companies
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE POLICY CHANGES, WRITE THE
CORRESPONDING NUMBER(S) ON THE LINE BELOW:
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