SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
Pioneer Fund
Pioneer Mid Cap Growth Fund
Pioneer Mid Cap Value Fund
Pioneer Growth Shares
Pioneer Value Fund
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
PIONEER FUND
PIONEER 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 BASIC MANAGEMENT FEE RATES
PAYABLE BY ANY FUND. PROPOSAL 2 WILL CHANGE THE INDEX USED TO DETERMINE ANY
PERFORMANCE ADJUSTMENT.
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 26, 2003
--------------------
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN
ENCLOSED PROXY.
JOINT PROXY STATEMENT OF
PIONEER FUND
PIONEER 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 26, 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.
Other
Name,Age and Term of Office Directorships Held
Address, Position(s) and Length of Principal Occupation(s) by this Trustee
Held With the Funds Time Served During Past Five Years or Nominee
- ---------------------- -------------- -------------------------- --------------------
Interested Trustees:
John F. Cogan, Jr. Trustee since Deputy Chairman and a Director Director of Harbor
(76)* 1982 (1990 for of Pioneer Global Asset Global Company,
Chairman of the Board, Pioneer Mid Cap Management S.p.A. ("PGAM"); Ltd.
Trustee and President Growth Fund, Non-Executive Chairman and a
1993 for Pioneer Director of Pioneer Investment
Growth Shares). Management USA Inc.
Serves until a ("PIM-USA"); Chairman and a
successor trustee Director of Pioneer and the
is elected or various Momentum Funds;
earlier retirement Director, Pioneer Alternative
or 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. Geraci Trustee since Director and CEO-US of PGAM None
(45)** October, 2001. since November 2001; Director,
Trustee and Executive Serves until a Chief Executive Officer and
Vice President successor trustee President of PIM-USA since
is elected or October 2001; Director of
earlier retirement Pioneer Investment
or removal. Management Shareholder
Services, Inc. ("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
Other
Name,Age and Term of Office Directorships Held
Address, Position(s) and Length of Principal Occupation(s) by this Trustee
Held With the Funds Time Served During Past Five Years or Nominee
- ---------------------- -------------- -------------------------- --------------------
Independent Trustees:
Mary K. Bush Trustee since President, Bush International Director and/or
(54) 1997. Serves (international Trustee of Brady
3509 Woodbine Street, until a successor financial advisory Corporation
Chevy Chase, trustee is elected firm) (industrial
MD 20815 or earlier identification and
Trustee retirement or specialty coated
removal. material products
manufacturer), Mortgage
Guaranty Insurance
Corporation, R.J.
Reynolds Tobacco Holdings,
Inc. (tobacco) and Student
Loan Marketing Association
(secondary marketing of
student loans)
Richard H. Egdahl, Trustee since Alexander Graham Bell None
M.D. 1992 (1993 for Professor of Health Care
(76) Pioneer Growth Entrepreneurship, Boston
Boston University Shares). Serves University; Professor of
Healthcare until a successor Management, Boston University
Entrepreneurship trustee is elected School of Management;
Program, 53 Bay or earlier Professor of Public Health,
State Road, Boston, retirement or Boston University School of
MA 02215 removal. Public Health; Professor of
Trustee Surgery, Boston University
School of Medicine; and
University Professor, Boston
University
Margaret B.W. Trustee since Founding Director, The None
Graham 1990. Serves Winthrop Group, Inc.
(55) until a successor (consulting firm); Professor of
1001 Sherbrooke trustee is elected Management, Faculty of
Street West, or earlier Management, McGill University
Montreal, Quebec, retirement or
Canada removal.
Trustee
Other
Name,Age and Term of Office Directorships Held
Address, Position(s) and Length of Principal Occupation(s) by this Trustee
Held With the Funds Time Served During Past Five Years or Nominee
- ---------------------- -------------- -------------------------- --------------------
Marguerite A. Piret Trustee since President and Chief Executive None
One Boston Place, 1982 (1990 for Officer, Newbury, Piret &
28th Floor, Boston, Pioneer Mid Cap Company, Inc. (investment
MA 02108 Growth Fund, banking firm)
(54) 1993 for Pioneer
Trustee Growth Shares).
Serves until a
successor trustee
is elected or
earlier retirement
or removal.
Stephen K. West Trustee since Senior Counsel, Sullivan & Director, The
(74) 1993. Serves Cromwell (law firm) Swiss Helvetia
125 Broad Street, until a successor Fund, Inc. (closed-
New York, NY 10004 trustee is elected end investment
Trustee or earlier company) and
retirement or AMVESCAP PLC
removal. (investment managers)
John Winthrop Trustee since President, John Winthrop & None
(66) 1985 (1990 for Co., Inc. (private investment
One North Adgers Pioneer Mid Cap firm)
Wharf, Charleston, Growth Fund).
SC 29401 Serves until a
Trustee 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 9/30/02 13 1 11 12
Pioneer Mid Cap
Value Fund 10/31/02 10 1 8 10
Pioneer Fund 12/31/02 11 1 8 11
Pioneer Growth
Shares 12/31/02 11 1 8 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:
* act as a liaison between the fund's independent auditors and the full
board of trustees of the fund;
* 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;
* 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;
* review and assess from time to time, as it deems necessary and
appropriate:
* brokerage and soft dollar arrangements of the fund,
* the utilization of any line of credit, and
* "as of" gain/loss activity of the fund;
* review and approve insurance coverage and allocations of premiums between
the management and the fund and among the Pioneer Funds;
* review and approve expenses under the administration agreement between
Pioneer and the fund and allocations of such expenses among the Pioneer
Funds; and
* 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 to 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
8 meetings. 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.
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.
Aggregate
Dollar Range
of Equity
Securities
Dollar Range of Equity Securities in in All
------------------------------------------------------------- Pioneer Funds
Overseen
Pioneer or to
Pioneer Mid Pioneer Mid Cap Pioneer be Overseen
Name of Trustee or Cap Growth Value Value Pioneer Growth by Trustee
Nominee Fund Fund Fund Fund Shares or Nominee
- --------------------------------------------------------------------------------------------------
INTERESTED
TRUSTEE OR
NOMINEE
John F. Cogan, Jr. over over over over $50,001- over
$100,000 $100,000 $100,000 $100,000 $100,000 $100,000
Daniel T. Geraci none $1- none $1- none $1-
$10,000 $10,000 $10,000
INDEPENDENT
TRUSTEE OR
NOMINEE
Mary K. Bush $1- $1- $1- $1- $1- $10,001-
$10,000 $10,000 $10,000 $10,000 $10,000 $50,000
Richard H. Egdahl none none $10,001- none none $50,001-
$50,000 $100,000
Margaret B.W. $1- $1- none $1- none $10,001-
Graham $10,000 $10,000 $10,000 $50,000
Marguerite A. Piret $1- $1- $1- $1- $1- $50,001-
$10,000 $10,000 $10,000 $10,000 $10,000 $100,000
Stephen K. West none none $10,001- none $1- $50,001-
$50,000 $10,000 $100,000
John Winthrop $10,001- $10,001- $50,001- $10,001- $10,001- over
$50,000 $50,000 $100,000 $50,000 $50,000 $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 equity securities of UniCredito Italiano at
market prices.
Material Relationships of the Independent Trustees. For purposes of the
statements below:
* 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.
* 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.
* 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"):
* the funds * an officer of Pioneer or PFD
* an officer of the funds * an officer of PFD
* a related fund * any affiliate of Pioneer or PFD
* an officer of any related fund * an officer of any such affiliate
* 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 Senior 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:
* Pioneer * UniCredito Italiano
* PFD * 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:
* the funds * any affiliated person of the funds
* any related fund * UniCredito Italiano
* Pioneer * any other entity in a control
relationship to the funds
* PFD
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 the Pioneer Funds
Secretary
Vincent Nave (57) Vice President-Fund Accounting, Administration and Custody
Treasurer 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 Technology, Fund
Assistant Treasurer 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, Administration and
Assistant Treasurer 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, Administration and
Assistant Treasurer 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 President-Legal of Pioneer; and
Assistant Secretary 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) the funds' asset levels. The fund does not pay any salary or other
compensation to its officers.
Pension or Total
Aggregate Compensation from** Retirement Compensation
------------------------------------------------------------ Benefits from the
Pioneer Pioneer Accrued as Funds and
Mid Cap Pioneer Mid Cap Pioneer Part of Other
Growth Value Value Pioneer Growth Fund Pioneer
Name of Trustee Fund Fund Fund Fund Shares Expenses Funds***
- ---------------------------------------------------------------------------------------------------------------------
Interested Trustees:
John F. Cogan, Jr.* $ 500.00 $ 500.00 $ 500.00 $ 500.00 $ 500.00 $0.00 $ 17,000.00
Daniel T. Geraci* 500.00 500.00 500.00 500.00 500.00 0.00 17,000.00
Independent Trustees:
Mary K. Bush 2,507.77 13,559.03 5,512.20 25,304.27 3,999.03 0.00 103,625.00
Richard H. Egdahl,
M.D. 2,385.44 12,504.40 5,191.83 23,533.93 3,770.90 0.00 99,375.00
Margaret B.W. Grahamt 2,507.77 13,559.03 5,512.20 25,304.27 3,999.03 0.00 103,625.00
Marguerite A. Piret 3,119.39 18,832.14 7,114.02 34,155.95 5,139.69 0.00 122,750.00
Stephen K. West 2,630.09 14,613.65 5,832.56 27,074.60 4,227.16 0.00 105,750.00
John Winthrop 2,752.42 15,668.27 6,152.93 28,844.94 4,455.29 0.00 110,500.00
---------- ---------- ---------- ----------- ---------- ----- -----------
$16,902.88 $89,736.52 $36,315.74 $165,217.96 $26,591.10 $0.00 $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 contract 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 fee adjustment (the "Benchmark Index") as follows:
Current Benchmark Substitute Benchmark
Fund Index Index Reason(s) for Change
- -------------------------------------------------------------------------------------------------------------
Pioneer Mid Cap S&P MidCap Russell Midcap[R] The investment focus of the
Growth Fund 400 Index Growth Index fund has changed since a performance
fee was adopted and the Russell
Index is now more reflective of
the fund's investment approach
Pioneer Value Lipper Growth Russell 1000[R] The Lipper Index is no
Fund and Income Value Index longer widely available to
Fund Index the fund's shareholders
Pioneer Mid Cap Lipper Growth Russell Midcap[R] The Lipper Index is no
Value Fund Fund Index Value Index longer widely available to the
fund's shareholders
Pioneer Fund Lipper Growth S&P 500 Index The Lipper Index is no
and Income longer widely available to
Fund Index the fund's shareholders
Pioneer Growth Russell 1000[R] Russell 1000[R] The investment focus of the
Shares Index Growth Index 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 of each fund concluded that changing the fund's Benchmark Index is
in the best interests of its 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
Fee
Fund Assets Basic Fee Adjustment Maximum Minimum
Percentage Fee Fee
- -------------------------------------------------------------------------------------------------------
Pioneer Mid Cap All 0.625% 0.02% 0.825% 0.425%
Growth Fund
Pioneer Value All 0.60% 0.01% 0.70% 0.50%
Fund
Pioneer Mid Cap $0 to $500 million 0.70%
Value Fund $500 million to $1 billion 0.65%
over $1 billion 0.625% 0.01% 0.80% 0.525%
Pioneer Fund All 0.60% 0.01% 0.70% 0.50%
Pioneer Growth $0 to $500 million 0.70%
Shares $500 million to $1 billion 0.65%
over $1 billion 0.625% 0.01% 0.80% 0.525%
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 a 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:
* Performance-based compensation continues to be a desirable method to
reward good investment performance and penalize bad performance.
* 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.
* 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.
* The board of trustees 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.
* 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. As a result of the change in the Benchmark Index, the fund's annual
operating expenses may increase. Whether any increase will occur compared
to the continued use of the current Benchmark Index will depend upon the
fund's relative performance to the current and new benchmarks, which
cannot be predicted.
* 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 widely 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:
* Performance-based compensation continues to be a desirable method to
reward good investment performance and penalize bad performance.
* The Lipper Growth and Income Index and the Lipper Growth Index are no
longer widely 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.
* 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.
* 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.
* The board of trustees 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.
* 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 from Pioneer
Value Fund than the actual fee that Pioneer received or the fee that would
have resulted using alternative peer group indexes. In the case of Pioneer
Mid Cap Value Fund, the use of the Russell Midcap Value Index would have
resulted in a higher management fee for Pioneer than either the actual fee
Pioneer received or the fee that would have resulted using an alternative
peer group index. However, the board of trustees concluded that the
benefits of a change in the Benchmark Index outweighed this potentially
negative factor. This historical comparison is not necessarily indicative
of the relative fees that would result from future performance. As a
result of the change in the Benchmark Index, the fund's annual operating
expenses may increase. Whether any increase will occur compared to the
continued use of the current Benchmark Index will depend upon the fund's
relative performance to the current and new benchmarks, which cannot be
predicted.
Pioneer Fund. The fund's current Benchmark Index -- the Lipper Growth and
Income Index -- is no longer widely 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's
shareholders and Pioneer. Specifically, Pioneer recommended this change --
and the trustees determined to recommend the change to shareholders -- based
on the following:
* Performance-based compensation continues to be a desirable method to
reward good investment performance and penalize bad performance.
* The Lipper Growth and Income Index is no longer widely 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.
* 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.
* 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.
* The board of trustees 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.
* 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. This historical comparison is not necessarily indicative of the
relative fees that would result from future performance. As a result of
the change in the Benchmark Index, the fund's annual operating expenses
may increase. Whether any increase will occur compared to the continued
use of the current Benchmark Index will depend upon the fund's relative
performance to the current and new benchmarks, which cannot be predicted.
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:
* Performance-based compensation continues to be a desirable method to
reward good investment performance and penalize bad performance.
* 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.
* 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.
* The board of trustees 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.
* 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. As a result of the change in the Benchmark
Index, the fund's annual operating expenses may increase. Whether any
increase will occur compared to the continued use of the current Benchmark
Index will depend upon the fund's relative performance to the current and
new benchmarks, which cannot be predicted.
* 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 the 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 1, 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
implemented 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 Pro forma
Fund Period Period End to Pioneer fee1 Difference
- --------------------------------------------------------------------------------------------------------------------
Pioneer Mid Cap
Growth Fund Feb-Sept 1997 $1,054,444,682 $2,819,067 $2,976,719 $157,652
1998 $774,686,076 $4,148,850 $4,194,029 $45,179
1999 $753,130,514 $3,487,020 $3,495,809 $8,789
2000 $1,139,463,045 $4,849,160 $4,535,169 $(313,991)
2001 $604,853,861 $3,573,669 $3,762,293 $188,624
2002 $453,345,274 $2,720,681 $4,987,627 $2,266,946
Total $21,598,447 $23,951,646 $2,353,199
Pioneer Value
Fund May-Sept 1996 $5,432,875,000 $10,878,750 $11,983,620 $1,104,870
1997 $7,551,587,780 $37,455,000 $33,785,855 $(3,669,145)
1998 $5,520,940,453 $38,136,613 $37,299,039 $(837,574)
1999 $5,151,869,805 $29,178,436 $29,120,640 $(57,796)
2000 $4,638,959,527 $24,602,070 $24,950,039 $347,969
2001 $3,912,363,616 $24,514,302 $23,611,844 $(902,458)
2002 $3,038,866,661 $27,704,684 $27,001,339 $(703,345)
Total $192,469,855 $187,752,376 $(4,717,479)
Pioneer Mid Cap
Value Fund May-Oct 1999 $1,516,028,015 $4,657,947 $4,884,728 $226,781
2000 $1,309,754,988 $7,791,802 $9,157,390 $1,365,588
2001 $1,285,425,200 $9,424,320 $9,410,997 $(13,323)
2002 $1,196,659,442 $10,357,438 $9,981,412 $(376,026)
Total $32,231,507 $33,434,527 $1,203,020
Pioneer Fund May-Dec 1996 $2,907,442,000 $9,198,664 $8,995,890 $(202,774)
1997 $4,052,996,507 $21,236,502 $18,712,985 $(2,523,517)
1998 $5,707,945,102 $31,632,164 $26,609,929 $(5,022,235)
1999 $7,400,362,084 $43,260,917 $39,424,595 $(3,836,322)
2000 $7,604,651,534 $51,229,481 $48,130,574 $(3,098,907)
2001 $7,205,559,348 $49,030,512 $50,039,950 $1,009,348
2002 $5,379,335,068 $36,391,663 $43,686,293 $7,294,630
Total $241,979,903 $235,600,216 $(6,379,687)
Pioneer Growth
Shares Oct-Dec 2000 $1,920,099,064 $2,920,714 $3,206,699 $285,985
2001 $1,330,538,708 $8,711,636 $11,246,366 $2,534,730
2002 $702,861,823 $5,462,388 $6,022,647 $560,259
Total $17,094,738 $20,475,712 $3,380,974
- ----------------
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 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 $5,281,322 $4,001,001 $2,720,681 $2,720,681 $4,987,627
Percentage Difference from
Amount Paid under
Proposed Contract N/A N/A N/A +83.3% --
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 $27,756,389 $23,791,191 $19,825,992 $27,704,684 $27,001,339
Percentage Difference from
Amount Paid under
Proposed Contract N/A N/A N/A -2.5% --
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 $10,436,226 $9,065,712 $7,695,198 $10,357,438 $9,981,412
Percentage Difference from
Amount Paid under
Proposed Contract N/A N/A N/A -3.6% --
PIONEER FUND
DOLLAR AMOUNT OF MANAGEMENT FEES PAID
(fiscal year ended December 31, 2002)
Existing Proposed
Contract Contract
Maximum Basic Minimum Actual Pro Forma
- -----------------------------------------------------------------------------------------------------------
Amount of Fees Paid or that
Would Have Been Paid $44,121,727 $37,818,623 $31,515,519 $36,391,663 $43,686,293
Percentage Difference from
Amount Paid under
Proposed Contract N/A N/A N/A +20.0% --
PIONEER GROWTH SHARES
DOLLAR AMOUNT OF MANAGEMENT FEES PAID
(fiscal year ended December 31, 2002)
Existing Proposed
Contract Contract
Maximum Basic Minimum Actual Pro Forma
- -----------------------------------------------------------------------------------------------------------
Amount of Fees Paid or that
Would Have Been Paid $7,357,801 $6,410,095 $5,462,388 $5,462,388 $6,022,647
Percentage Difference from
Amount Paid under
Proposed Contract N/A N/A N/A +10.3% --
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% 0.78%
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% 1.30%
Class B Shares
Existing Proposed
Contract Contract
Maximum Basic Minimum Actual Pro Forma
- -----------------------------------------------------------------------------------------------------------
Management Fee 0.825% 0.625% 0.425% 0.425% 0.78%
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% 2.67%
Class C Shares
Existing Proposed
Contract Contract
Maximum Basic Minimum Actual Pro Forma
- -----------------------------------------------------------------------------------------------------------
Management Fee 0.825% 0.625% 0.425% 0.425% 0.78%
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% 2.92%
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% 0.68%
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% 1.14%
Class B Shares
Existing Proposed
Contract Contract
Maximum Basic Minimum Actual Pro Forma
- -----------------------------------------------------------------------------------------------------------
Management Fee 0.70% 0.60% 0.50% 0.70% 0.68%
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% 2.27%
Class C Shares
Existing Proposed
Contract Contract
Maximum Basic Minimum Actual Pro Forma
- -----------------------------------------------------------------------------------------------------------
Management Fee 0.70% 0.60% 0.50% 0.70% 0.68%
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% 2.30%
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% 0.73%
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% 1.27%
Class B Shares
Existing Proposed
Contract Contract
Maximum Basic Minimum Actual Pro Forma
- -----------------------------------------------------------------------------------------------------------
Management Fee 0.80% 0.70% 0.525% 0.76% 0.73%
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% 2.07%
Class C Shares
Existing Proposed
Contract Contract
Maximum Basic Minimum Actual Pro Forma
- -----------------------------------------------------------------------------------------------------------
Management Fee 0.80% 0.70% 0.525% 0.76% 0.73%
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% 2.17%
Class Y Shares
Existing Proposed
Contract Contract
Maximum Basic Minimum Actual Pro Forma
- -----------------------------------------------------------------------------------------------------------
Management Fee 0.80% 0.70% 0.525% 0.76% 0.73%
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% 0.81%
Pioneer Fund
(fiscal year ended December 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 0.70% 0.60% 0.50% 0.58% 0.69%
Distribution and Service
(12b-1) Fee 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses 0.28% 0.28% 0.28% 0.28% 0.28%
Total Annual Fund
Operating Expenses 1.23% 1.13% 1.03% 1.11% 1.22%
Class B Shares
Existing Proposed
Contract Contract
Maximum Basic Minimum Actual Pro Forma
- -----------------------------------------------------------------------------------------------------------
Management Fee 0.70% 0.60% 0.50% 0.58% 0.69%
Distribution and Service
(12b-1) Fee 1.00% 1.00% 1.00% 1.00% 1.00%
Other Expenses 0.39% 0.39% 0.39% 0.39% 0.39%
Total Annual Fund
Operating Expenses 2.09% 1.99% 1.89% 1.97% 2.08%
Class C Shares
Existing Proposed
Contract Contract
Maximum Basic Minimum Actual Pro Forma
- -----------------------------------------------------------------------------------------------------------
Management Fee 0.70% 0.60% 0.50% 0.58% 0.69%
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 2.01% 1.91% 1.81% 1.89% 2.00%
Class Y Shares
Existing Proposed
Contract Contract
Maximum Basic Minimum Actual Pro Forma
- -----------------------------------------------------------------------------------------------------------
Management Fee 0.70% 0.60% 0.50% 0.58% 0.69%
Distribution and Service
(12b-1) Fee 0.00% 0.00% 0.00% 0.00% 0.00%
Other Expenses 0.11% 0.11% 0.11% 0.11% 0.11%
Total Annual Fund
Operating Expenses 0.81% 0.71% 0.61% 0.69% 0.80%
Pioneer Growth Shares
(fiscal year ended December 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% 0.58% 0.64%
Distribution and Service
(12b-1) Fee 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses 0.55% 0.55% 0.55% 0.55% 0.55%
Total Annual Fund
Operating Expenses 1.60% 1.50% 1.325% 1.38% 1.44%
Class B Shares
Existing Proposed
Contract Contract
Maximum Basic Minimum Actual Pro Forma
- -----------------------------------------------------------------------------------------------------------
Management Fee 0.80% 0.70% 0.525% 0.58% 0.64%
Distribution and Service
(12b-1) Fee 1.00% 1.00% 1.00% 1.00% 1.00%
Other Expenses 0.67% 0.67% 0.67% 0.67% 0.67%
Total Annual Fund
Operating Expenses 2.47% 2.37% 2.195% 2.25% 2.31%
Class C Shares
Existing Proposed
Contract Contract
Maximum Basic Minimum Actual Pro Forma
- -----------------------------------------------------------------------------------------------------------
Management Fee 0.80% 0.70% 0.525% 0.58% 0.64%
Distribution and Service
(12b-1) Fee 1.00% 1.00% 1.00% 1.00% 1.00%
Other Expenses 0.66% 0.66% 0.66% 0.66% 0.66%
Total Annual Fund
Operating Expenses 2.46% 2.36% 2.185% 2.24% 2.30%
Class Y Shares
Existing Proposed
Contract Contract
Maximum Basic Minimum Actual Pro Forma
- -----------------------------------------------------------------------------------------------------------
Management Fee 0.80% 0.70% 0.525% 0.58% 0.64%
Distribution and Service
(12b-1) Fee 0.00% 0.00% 0.00% 0.00% 0.00%
Other Expenses 0.15% 0.15% 0.15% 0.15% 0.15%
Total Annual Fund
Operating Expenses 0.95% 0.85% 0.675% 0.73% 0.79%
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 contract 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 $700 $963 $1,247 $2,053 $700 $963 $1,247 $2,053
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 $670 $1,129 $1,615 $2,670 $270 $829 $1,415 $2,670
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 $491 $995 $1,622 $3,310 $392 $995 $1,622 $3,310
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 $694 $946 $1,217 $1,989 $694 $946 $1,217 $1,989
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 $630 $1,009 $1,415 $2,246 $230 $709 $1,215 $2,346
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 $430 $811 $1,318 $2,709 $331 $811 $1,318 $2,709
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 $697 $955 $1,232 $2,021 $697 $955 $1,232 $2,021
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 $610 $949 $1,314 $2,195 $210 $649 $1,114 $2,195
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 $417 $772 $1,253 $2,598 $318 $772 $1,253 $2,578
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 $76 $243 $422 $942 $76 $243 $422 $942
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 $684 $913 $1,161 $1,871 $684 $913 $1,161 $1,871
Maximum $693 $943 $1,212 $1,978 $693 $943 $1,212 $1,784
Minimum $674 $884 $1,111 $1,762 $674 $884 $1,111 $1,762
Existing Contract $682 $908 $1,151 $1,849 $682 $908 $1,151 $1,849
Proposed Contract $692 $940 $1,207 $1,967 $692 $940 $1,207 $1,967
Class B
Basic $602 $924 $1,273 $2,095 $202 $624 $1,073 $2,095
Maximum $612 $955 $1,324 $2,201 $212 $655 $1,124 $2,201
Minimum $592 $894 $1,221 $1,987 $192 $594 $1,021 $1,987
Existing Contract $600 $918 $1,262 $2,073 $200 $618 $1,062 $2,073
Proposed Contract $611 $952 $1,319 $2,190 $211 $652 $1,119 $2,190
Class C
Basic $391 $694 $1,121 $2,310 $292 $694 $1,121 $2,310
Maximum $401 $724 $1,172 $2,414 $302 $724 $1,172 $2,414
Minimum $381 $664 $1,070 $2,205 $282 $664 $1,070 $2,205
Existing Contract $389 $688 $1,111 $2,289 $290 $688 $1,111 $2,289
Proposed Contract $400 $721 $1,167 $2,404 $301 $721 $1,167 $2,404
Class Y
Basic $73 $227 $395 $883 $73 $227 $395 $883
Maximum $83 $259 $450 $1,002 $83 $259 $450 $1,002
Minimum $62 $195 $340 $762 $62 $195 $340 $762
Existing Contract $70 $221 $384 $859 $70 $221 $384 $859
Proposed Contract $82 $255 $444 $990 $82 $255 $444 $990
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 $719 $1,022 $1,346 $2,263 $719 $1,022 $1,346 $2,263
Maximum $728 $1,051 $1,396 $2,366 $728 $1,051 $1,396 $2,366
Minimum $702 $971 $1,259 $2,079 $702 $971 $1,259 $2,079
Existing Contract $707 $987 $1,287 $2,137 $707 $987 $1,287 $2,137
Proposed Contract $713 $1,004 $1,317 $2,200 $713 $1,004 $1,317 $2,200
Class B
Basic $640 $1,039 $1,465 $2,490 $240 $739 $1,265 $2,263
Maximum $650 $1,070 $1,516 $2,592 $250 $770 $1,316 $2,592
Minimum $623 $987 $1,377 $2,309 $223 $687 $1,177 $2,309
Existing Contract $628 $1,003 $1,405 $2,366 $228 $703 $1,205 $2,366
Proposed Contract $634 $1,021 $1,435 $2,428 $234 $721 $1,235 $2,428
Class C
Basic $436 $829 $1,348 $2,769 $337 $829 $1,348 $2,769
Maximum $446 $859 $1,397 $2,868 $347 $859 $1,397 $2,868
Minimum $418 $777 $1,260 $2,593 $319 $777 $1,260 $2,593
Existing Contract $424 $793 $1,288 $2,649 $325 $793 $1,288 $2,649
Proposed Contract $430 $811 $1,318 $2,709 $331 $811 $1,318 $2,709
Class Y
Basic $87 $271 $471 $1,049 $87 $271 $471 $1,049
Maximum $97 $303 $525 $1,166 $97 $303 $525 $1,166
Minimum $64 $200 $349 $780 $64 $200 $349 $780
Existing Contract $75 $233 $406 $906 $75 $233 $406 $906
Proposed Contract $81 $252 $439 $978 $81 $252 $439 $978
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
any 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, by-laws, 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 the fund when selecting brokers
and dealers to execute the fund's securities transactions.
Miscellaneous
If approved, the proposed contract will become effective on May 1, 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 outperform 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:
* 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.
* 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.
* The board of trustees 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.
* 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.
* 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.
* 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:
* The Lipper Growth and Income Index and the Lipper Growth Index are no
longer widely 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.
* 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.
* 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.
* The board of trustees 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.
* 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 from Pioneer
Value Fund than the actual fee that Pioneer received or the fee that would
have resulted using alternative peer group indexes. In the case of Pioneer
Mid Cap Value Fund, the use of the Russell Midcap Value Index would have
resulted in a higher management fee for Pioneer than either the actual fee
Pioneer received or the fee that would have resulted using an alternative
peer group index. However, the board of trustees concluded that the
benefits of a change in the Benchmark Index outweighed this potentially
negative factor. These historical comparisons are not necessarily
indicative of the relative fees that would result from future performance.
* The trustees also considered the statistical correlation of 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:
* The Lipper Growth and Income Index is no longer widely 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.
* 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.
* 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.
* The board of trustees 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.
* 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.
* 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:
* 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.
* 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.
* The board of trustees 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
fund's investment style and risk characteristics.
* 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.
* The trustees also considered the statistical correlation of 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.
* 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:
* 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;
* the fee charged by Pioneer for investment advisory and administrative
services, as well as other compensation received by PFD and PIMSS;
* each fund's projected total operating expenses;
* the investment performance, fees and total expenses of investment
companies with similar objectives and strategies managed by other
investment advisers;
* 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
* 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 fees 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 their 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 each 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, Pioneer 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, The fund may not issue senior The fund may not issue senior
Senior Pioneer Mid Cap securities, except as permitted securities, except to the extent
securities Growth Fund and by the fund's borrowing, permitted by applicable law, as
Pioneer Value lending and commodity amended and interpreted or
Fund restrictions, and for purposes modified from time to time by
of this restriction, the issuance any regulatory authority having
of shares of beneficial interest jurisdiction. Senior securities
in multiple classes or series, that the fund may issue in
the purchase or sale of options, accordance with the 1940 Act
futures contracts and options include borrowing, futures,
on futures contracts, forward when-issued and delayed
commitments, forward foreign delivery securities and forward
exchange contracts, repurchase foreign currency exchange
agreements, fully covered transactions.
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.
Proposal Fund(s) Current Restriction Amended Restriction
- ---------------- ---------- ---------------------- ----------------------
Pioneer Growth Issue senior securities, except
Shares 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.
Proposal Fund(s) Current Restriction Amended Restriction
- ---------------- ---------- ---------------------- ----------------------
Pioneer Mid Cap Issue senior securities,
Value Fund 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 they invest.
Proposal Fund(s) Current Restriction Amended Restriction
- ---------------- ---------- ---------------------- ----------------------
4(b) Pioneer Fund and The fund may not borrow The fund may not borrow
Borrowing Pioneer Mid Cap money, except from banks as money, except on a temporary
Growth Fund a temporary measure to basis and to the extent
facilitate the meeting of permitted by applicable law, as
redemption requests or for amended and interpreted or
extraordinary or emergency modified from time to time by
purposes and except pursuant any regulatory authority having
to reverse repurchase jurisdiction. Under current
agreements or dollar rolls, in regulatory requirements the
all cases in amounts not fund may: (a) borrow from
exceeding 10% (33 1/3% for banks or through reverse
Pioneer Mid Cap Growth Fund) repurchase agreements in an
of the fund's total assets amount up to 33 1/3% of the
(including the amount borrowed) fund's total assets (including
taken at market value. The the amount borrowed);
fund will not use leverage to (b) borrow up to an additional
attempt to increase income. 5% of the fund's assets for
The fund will not purchase temporary purposes; (c) obtain
securities while outstanding such short-term credits as are
borrowings (including reverse necessary for the clearance of
repurchase agreements and portfolio transactions;
dollar rolls) exceed 10% of the (d) purchase securities on
fund's total assets. margin to the extent permitted
by applicable law; and
Pioneer Growth The fund may not borrow (e) engage in transactions in
Shares money, except the fund may: mortgage dollar rolls that are
(a) borrow from banks or accounted for as financings.
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.
Proposal Fund(s) Current Restriction Amended Restriction
- ---------------- ---------- ---------------------- ----------------------
Pioneer Mid Cap The fund may not borrow
Value Fund 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 The fund may not borrow
Fund 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 in the last
twelve months). 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. This change significantly increases the total amount the funds are
permitted to borrow. 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. To the extent
that a fund borrows to purchase securities or purchases securities on
margin, the fund may incur risks associated with leverage. The use of
leverage may cause the fund's net asset value to be more volatile and
increase the risk of loss.
Proposal Fund(s) Current Restriction Amended Restriction
- ---------------- ---------- ---------------------- ----------------------
4(c) Pioneer Fund and The fund may not invest in The fund may not invest in
Real Pioneer Value real estate, commodities or real estate, except (a) that the
estate Fund commodity contracts, except fund may invest in securities
that the fund may invest in of issuers that invest in real
financial futures contracts estate or interests therein,
and related options and in securities that are secured by
any other financial real estate or interests therein,
instruments which may be securities of real estate
deemed to be commodities investment trusts, mortgage-
or commodity contracts in backed securities and other
which the fund is not securities that represent a
prohibited from investing by similar indirect interest in real
the Commodity Exchange Act estate; and (b) the fund may
and the rules and regulations acquire real estate or interests
thereunder. therein through exercising
rights or remedies with regard
to an instrument or security.
Pioneer Growth The fund may not act as an
Shares 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 The fund may not invest in
Growth Fund 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 The fund may not invest in
Value Fund 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, The fund may not make loans, The fund may not make loans,
Loans Pioneer Growth except by purchase of debt except that the fund may (i)
Shares, Pioneer obligations in which the fund lend portfolio securities in
Mid Cap Growth may invest consistent with its accordance with the fund's
Fund and Pioneer investment policies, by investment policies, (ii) enter
Value Fund entering into repurchase into repurchase agreements,
agreements or through the (iii) purchase all or a portion of
lending of portfolio securities, an issue of publicly distributed
in each case only to the debt securities, bank loan
extent permitted by the participation interests, bank
prospectus and this statement certificates of deposit, bankers'
of additional information. acceptances, debentures or
other securities, whether or
Pioneer Mid Cap The fund may not make loans, not the purchase is made upon
Value Fund provided that (i) the purchase the original issuance of the
of debt securities pursuant to securities, (iv) participate in a
the fund's investment objective credit facility whereby the
shall not be deemed loans for fund may directly lend to and
the purposes of this borrow money from other
restriction; (ii) loans of affiliated funds to the extent
portfolio securities as permitted under the 1940 Act
described, from time to time, or an exemption therefrom,
under "Lending of Portfolio and (v) make loans in any
Securities" shall be made other manner consistent with
only in accordance with the applicable law, as amended
terms and conditions therein and interpreted or modified
set forth; and (iii) in seeking from time to time by any
a return on temporarily regulatory authority having
available cash the fund may jurisdiction.
engage in repurchase
transactions as described in
the prospectus.
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. While the funds have no current plans to make
loans between funds, the funds have obtained an exemptive order that would
permit a fund to lend any excess cash held by such fund to any other
Pioneer fund. The intention of such an inter-fund lending arrangement would
be to provide greater liquidity to the borrowing fund and a higher rate of
return to the lending fund than might be available from other cash
management investments. Such an arrangement entails a risk of loss if the
borrowing fund were to default on its obligation to the lending fund.
Proposal Fund(s) Current Restriction Amended Restriction
- ---------------- ---------- ---------------------- ----------------------
4(e) Pioneer Fund The fund may not invest in The fund may not invest in
Commodities and Pioneer real estate, commodities or commodities or commodity
Value Fund commodity contracts, except contracts, except that the fund
that the fund may invest in may invest in currency
financial futures contracts and instruments and currency
related options and in any contracts and financial
other financial instruments instruments and financial
which may be deemed to be contracts that might be
commodities or commodity deemed to be commodities
contracts in which the fund is and commodity contracts in
not prohibited from investing accordance with applicable
by the Commodity Exchange law. A futures contract, for
Act and the rules and example, may be deemed to be
regulations thereunder. a commodity contract.
Pioneer Growth The fund may not act as an
Shares 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.
Proposal Fund(s) Current Restriction Amended Restriction
- ---------------- ---------- ---------------------- ----------------------
Pioneer Mid Cap The fund may not invest in
Growth Fund 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 The fund may not invest in
Value Fund 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, The fund may not purchase The fund may not make any
Diversifi- Pioneer Mid Cap securities of a company if the investment inconsistent with
cation Growth Fund and purchase would result in (i) its classification as a
Pioneer Value the fund's having more than diversified open-end
Fund 5% of the value of its total investment company (or series
assets invested in securities thereof) under the 1940 Act.
of such company or (ii) the Currently, diversification
fund's owning more than 10% means that, with respect to
of the outstanding voting 75% of its total assets, the
securities of such company. fund may not purchase
securities of an issuer (other
Pioneer Growth The fund may not purchase than the U.S. government, its
Shares any security (other than agencies or instrumentalities),
obligations of the U.S. if (a) such purchase would
government, its agencies or cause more than 5% of the
instrumentalities), if as a fund's total assets, taken at
result: (a) more than 25% of market value, to be invested in
the value of the fund's total the securities of such issuer, or
assets would then be invested (b) such purchase would at the
in securities of any single time result in more than 10%
issuer, or (b) as to 75% of of the outstanding voting
the value of the fund's total securities of such issuer being
assets: (i) more than 5% of held by the fund.
the 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 At least 75% of the value of
Value Fund 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, The fund may not act as an The fund may not act as an
Acting as an Pioneer Mid Cap underwriter, except as it may underwriter, except insofar as
underwriter Growth Fund and be deemed to be an the fund technically may be
Pioneer Value underwriter in a sale of deemed to be an underwriter in
Fund restricted securities held in connection with the purchase
its portfolio. or sale of its portfolio
securities.
Pioneer Growth The fund may not act as an
Shares 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 The fund may not act as an
Value Fund 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, The fund may not concentrate The fund may not concentrate
Concentration Pioneer Mid Cap its investments in securities its investments in securities of
policy Growth Fund, of companies in any particular companies in any particular
Pioneer Mid Cap industry. This policy does not industry. In the opinion of the
Value Fund and apply to investments in U.S. SEC, investments are
Pioneer Value government securities. concentrated in a particular
Fund industry if such investments
aggregate 25% or more of the
Pioneer Growth The fund may not concentrate fund's total assets. The fund's
Shares the investment of its assets policy does not apply to
in any one industry or group investments in U.S.
of industries and therefore government securities.
will 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, The fund may not guarantee the Eliminate restriction.
Guarantees Pioneer Mid Cap securities of any other company,
Growth Fund, or mortgage, pledge,
Pioneer Mid Cap hypothecate[, or] assign or
Value Fund and otherwise encumber as security
Pioneer Value for indebtedness its securities
Fund 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, The fund may not purchase Eliminate restriction.
Margin Pioneer Mid Cap securities on margin or effect
Growth Fund and short sales of securities.
Pioneer Value
Fund
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. The 1940 Act grants 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(k) Pioneer Fund, The fund may not purchase Eliminate restriction. The
Short Pioneer Mid Cap securities on margin or effect following would be adopted as
sales Growth Fund and short sales of securities. a non-fundamental investment
Pioneer Value restriction:
Fund
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 sale 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 The fund may not purchase Eliminate restriction.
Investments Pioneer Value securities for the purpose of
to exercise Fund controlling management of
control other companies.
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 The fund may not acquire the Eliminate restriction.
Investments Pioneer Value securities of any other
in other Fund domestic or foreign
investment investment company or
companies investment fund (except in
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 The fund seeks to invest in a The fund's board would
Eliminate the Fund broad list of carefully selected, designate these policies non-
designation reasonably priced securities fundamental policies and
of an rather than in securities would be able to revise them
investment whose prices reflect a without shareholder approval.
policy as premium resulting from their This paragraph in the fund's
fundamental current market popularity. prospectus would read as
The fund invests the major follows:
portion of its assets in equity
securities, primarily of U.S. The fund seeks to invest in a
issuers. For purposes of the broad list of carefully selected,
fund's investment policies, reasonably priced securities
equity securities include rather than in securities whose
common stocks and other prices reflect a premium
equity instruments, such as resulting from their current
convertible debt, depositary market popularity. The fund
receipts, warrants, rights and invests the major portion of its
preferred stocks. Although the assets in equity securities,
fund focuses on securities that primarily of U.S. issuers. For
have paid a dividend or interest purposes of the fund's
within the preceding 12 months, investment policies, equity
it may purchase or hold securities include common
securities that do not provide stocks, convertible debt
income if the fund expects and other equity instruments,
them to increase in value. The such as depositary receipts,
foregoing policies are warrants, rights and
fundamental and may not be preferred stocks.
changed without shareholder
approval.
It is the policy of the fund not The remainder of the
to engage in trading for fundamental polices listed in
short-term profits and the the other column would no
fund intends to limit its longer be fundamental and
portfolio turnover to the would be conformed to
extent practicable. corresponding policies used by
Nevertheless, changes in the other Pioneer funds. The
portfolio will be made fund's board would designate
promptly when determined these policies non-fundamental
to be advisable by reason of policies and would be able to
developments not foreseen revise them without
at the time of the investment shareholder approval.
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.
Proposal Fund(s) Current Policy Amended Policy
- ---------------- ---------- ---------------- --------------------
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. The fund's board would designate these policies
non-fundamental policies and would be able to revise them without
shareholder approval. 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 Policies
- ---------------- ---------- ---------------------------------- --------------------
4(o) Pioneer Fund and Each fund's existing investment If amended as proposed, the
Foreign Pioneer Value restrictions state that as long as restrictions described in this
restriction Fund the fund is registered in the proposal will provide that:
policy Federal Republic of Germany,
Austria or Switzerland, the In the case of a change in the
fund may not without the prior laws of Germany, Austria or
approval of its shareholders: Switzerland applicable to the
funds, the board has the right
(i) Invest in the securities of any to adjust these restrictions
other domestic or foreign relating to the funds'
investment company or registrations in these countries
investment fund, except in accordingly without the prior
connection with a plan of approval of fund shareholders.
merger or 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.
Proposal Fund(s) Current Restrictions/Policies Amended Policies
- ---------------- ---------- ---------------------------------- --------------------
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, The fund may not invest in The fund may not acquire the
Foreign Pioneer Value the securities of any other shares/units of any other pool
restriction Fund and domestic or foreign of assets, irrespective of its
on Pioneer Mid investment company or legal form and type, which is
investments Cap Value investment fund, except in invested according to the
in other Fund connection with a plan of principle of risk-diversification,
investment merger or consolidation with the exception that up to
companies with or acquisition of 5% of the net asset value of
substantially all the assets the fund may be invested in
of such other investment other pools of assets, which
company or investment are invested in securities,
fund. 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.
Ownership of shares of the funds
As of December 31, 2002, the trustees and officers of any fund owned
beneficially in the aggregate less than 1% of the outstanding shares of
that fund. 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 Class C 58,882.78 9.41
its Customers
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484
PFPC FBO Primerica Shareholder Class A 2,836,479.14 6.62
Services
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 for the Sole Benefit of Class C 381,346.00 20.53
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
Merrill Lynch, Pierce, Fenner & Smith Class B 2,749,854.50 16.97
Incorporated for the Sole Benefit of Class C 3,133,247.21 41.21
its Customers
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484
Pioneer Global Investments Ltd. Class A 10,225,159.81 6.86
George's Quay Plaza
George's Quay
Dublin 2 Ireland
Bankers Trust Company of CA Class Y 2,091,218.50 80.29
Trustee FBO Pacificorp K Plus Savings Plan
300 South Grand Avenue, 40th Floor
Los Angeles, CA 90071-3109
First Command Bank Trust Department Class Y 177,921.85 6.83
P.O. Box 901075
Fort Worth, TX 76101-2075
Pioneer Growth Shares
Merrill Lynch, Pierce, Fenner & Smith Class B 2,181,865.69 9.11
Incorporated for the Sole Benefit of Class C 732,351.39 13.62
its Customers
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484
Wells Fargo Bank MN, Trustee Class Y 106,636.13 31.00
Pioneer Savings & Investment Plan
P.O. Box 1533
Minneapolis, MN 55479-0001
Wells Fargo Bank MN, Trustee Class Y 105,379.09 30.64
Pioneer Retirement Plan
P.O. Box 1533
Minneapolis, MN 55479-0001
Saxon and Co. Class Y 22,734.73 6.61
FBO: 35-35-001-3891688
P.O. Box 7780-1888
Philadelphia, PA 18192-0001
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(s) 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 Alamo Direct, professional proxy solicitors, who
will be paid fees and expenses of approximately $25,000 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 26, 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 Trustees 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 1st day of May, 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 objective 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 objective,
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 USA, 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. 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 May 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
throughout 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.
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 $17,107,606
Pioneer Growth Shares $4,893,247
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 Rule 12b-1
Fund retained by PFD to 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 $1,634,509 $1,940,484 $20,825,994
Pioneer Growth Shares $175,401 $1,021,912 $4,910,302
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 $974,584
Pioneer Growth Shares $320,598
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 Dollar amount of
rate for similar management fees
Net assets of fund(s) as a waived or
similar fund(s) as percentage of expenses
of December 31, average daily reimbursed for
Fund Similar fund(s) 2002 net assets similar fund
- ---------------------------------------------------------------------------------------------------------------------
Pioneer Mid Cap Pioneer Mid Cap Value
Value Fund VCT Portfolio $181,725,233 0.65% --
Pioneer Fund Pioneer Fund
VCT Portfolio $178,110,221 0.65% --
Pioneer Growth Pioneer Growth Shares
Shares VCT Portfolio $35,008,566 0.70% --
Record date shares
As of the close of business on the record date, the shares outstanding of
each fund were as follows:
Number of shares outstanding
------------------------------------------------------------
Fund Class A Class B Class C Class Y
- --------------------------------------------------------------------------------
Pioneer Fund 147,685,061.625 15,665,274.763 7,485,547.437 2,554,957.869
Pioneer Growth
Shares 48,256,861.947 22,922,759.572 5,147,571.855 319,728.493
Pioneer Mid Cap
Growth Fund 42,304,343.392 2,403,586.956 625,015.872 N/A
Pioneer Mid Cap
Value Fund 51,825,831.585 15,326,314.148 2,270,930,792 374,916.558
Pioneer Value Fund 218,568,594.745 1,455,438.633 [372,619.010] N/A
13111-00-0203
- ------------------------------------------------------- -----------------------------------------------------
[LOGO] PIONEER FAMILY OF FUNDS VOTE BY TOUCH-TONE PHONE, BY MAIL, OR VIA THE
INTERNET.
P.O. Box 9126 PHONE: TO VOTE BY PHONE CALL TOLL-FREE
Hingham, MA 02043-9126 1-800-690-6903 AND USE THE CONTROL NUMBER ON THE
FRONT OF YOUR PROXY CARD.
INTERNET: VOTE ON THE INTERNET AT
WWW.PROXYWEB.COM AND USE THE CONTROL NUMBER ON THE
FRONT OF YOUR PROXY CARD.
MAIL: RETURN THE SIGNED PROXY CARD IN THE
ENCLOSED ENVELOPE.
- ------------------------------------------------------- -----------------------------------------------------
*** CONTROL NUMBER: 999 999 999 999 99 ***
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
PIONEER FUND TO BE HELD APRIL 17, 2003
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
----------------------------------------
----------------------------------------
Signature(s) (SIGN IN THE BOX)
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.
PIONEER
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
IN THE ENCLOSED ENVELOPE.
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:
[triangle] Please fold and detach card at perforation before mailing [triangle]
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK
OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
(AS MARKED BELOW)
1. To elect trustees. The nominees for trustees
are:
(01) M.K. Bush (05) M.B.W. Graham [ ] [ ] [ ]
(02) J.F. Cogan, Jr. (06) M.A. Piret
(03) Dr. R.H. Egdahl (07) S.K. West
(04) D.T. Geraci (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 AGAINST ABSTAIN
ALL ALL ALL
4(a)-(p) To approve a change to the fund's investment [ ] [ ] [ ]
policy on:
(a) Senior securities (i) Guarantees
(b) Borrowing (j) Margin
(c) Real estate (k) Short sales
(d) Loans (l) Exercising control
(e) Commodities (m) Other investment
companies
(f) Diversification (o) Qualification for
foreign registration
(g) Acting as underwriter (p) Foreign restriction
(h) Concentration
- ------------------------------------------
IF YOU DO NOT WISH TO APPROVE A PARTICULAR INVESTMENT POLICY CHANGE, WRITE THE
LETTER(S) OF THE SUB-PROPOSAL ON THE LINE ABOVE.
PIONEER
- ------------------------------------------------------- -----------------------------------------------------
[LOGO] PIONEER FAMILY OF FUNDS VOTE BY TOUCH-TONE PHONE, BY MAIL, OR VIA THE
INTERNET.
P.O. Box 9126 PHONE: TO VOTE BY PHONE CALL TOLL-FREE
Hingham, MA 02043-9126 1-800-690-6903 AND USE THE CONTROL NUMBER ON THE
FRONT OF YOUR PROXY CARD.
INTERNET: VOTE ON THE INTERNET AT
WWW.PROXYWEB.COM AND USE THE CONTROL NUMBER ON THE
FRONT OF YOUR PROXY CARD.
MAIL: RETURN THE SIGNED PROXY CARD IN THE
ENCLOSED ENVELOPE.
- ------------------------------------------------------- -----------------------------------------------------
*** CONTROL NUMBER: 999 999 999 999 99 ***
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
PIONEER GROWTH SHARES TO BE HELD APRIL 17, 2003
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
----------------------------------------
----------------------------------------
Signature(s) (SIGN IN THE BOX)
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.
PIONEER
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
IN THE ENCLOSED ENVELOPE.
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:
[triangle] Please fold and detach card at perforation before mailing [triangle]
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
(AS MARKED BELOW)
1. To elect trustees. The nominees for trustees
are:
(01) M.K. Bush (05) M.B.W. Graham [ ] [ ] [ ]
(02) J.F. Cogan, Jr. (06) M.A. Piret
(03) Dr. R.H. Egdahl (07) S.K. West
(04) D.T. Geraci (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 AGAINST ABSTAIN
ALL ALL ALL
4(a)-(h) To approve a change to the fund's investment [ ] [ ] [ ]
policy on:
(a) Senior securities (e) Commodities
(b) Borrowing (f) Diversification
(c) Real estate (g) Acting as underwriter
(d) Loans (h) Concentration
- ------------------------------------------
IF YOU DO NOT WISH TO APPROVE A PARTICULAR INVESTMENT POLICY CHANGE, WRITE THE
LETTER(S) OF THE SUB-PROPOSAL ON THE LINE ABOVE.
GROWTH SHARES
- ------------------------------------------------------- -----------------------------------------------------
[LOGO] PIONEER FAMILY OF FUNDS VOTE BY TOUCH-TONE PHONE, BY MAIL, OR VIA THE
INTERNET.
P.O. Box 9126 PHONE: TO VOTE BY PHONE CALL TOLL-FREE
Hingham, MA 02043-9126 1-800-690-6903 AND USE THE CONTROL NUMBER ON THE
FRONT OF YOUR PROXY CARD.
INTERNET: VOTE ON THE INTERNET AT
WWW.PROXYWEB.COM AND USE THE CONTROL NUMBER ON THE
FRONT OF YOUR PROXY CARD.
MAIL: RETURN THE SIGNED PROXY CARD IN THE
ENCLOSED ENVELOPE.
- ------------------------------------------------------- -----------------------------------------------------
*** CONTROL NUMBER: 999 999 999 999 99 ***
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
PIONEER MID CAP GROWTH FUND TO BE HELD APRIL 17, 2003
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
----------------------------------------
----------------------------------------
Signature(s) (SIGN IN THE BOX)
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.
PIONEER
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
IN THE ENCLOSED ENVELOPE.
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:
[triangle] Please fold and detach card at perforation before mailing [triangle]
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
(AS MARKED BELOW)
1. To elect trustees. The nominees for trustees
are:
(01) M.K. Bush (05) M.B.W. Graham [ ] [ ] [ ]
(02) J.F. Cogan, Jr. (06) M.A. Piret
(03) Dr. R.H. Egdahl (07) S.K. West
(04) D.T. Geraci (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 AGAINST ABSTAIN
ALL ALL ALL
4(a)-(k) To approve a change to the fund's investment [ ] [ ] [ ]
policy on:
(a) Senior securities (g) Acting as underwriter
(b) Borrowing (h) Concentration
(c) Real estate (i) Guarantees
(d) Loans (j) Margin
(e) Commodities (k) Short sales
(f) Diversification
- ------------------------------------------
IF YOU DO NOT WISH TO APPROVE A PARTICULAR INVESTMENT POLICY CHANGE, WRITE THE
LETTER(S) OF THE SUB-PROPOSAL ON THE LINE ABOVE.
MID CAP GROWTH
- ------------------------------------------------------- -----------------------------------------------------
[LOGO] PIONEER FAMILY OF FUNDS VOTE BY TOUCH-TONE PHONE, BY MAIL, OR VIA THE
INTERNET.
P.O. Box 9126 PHONE: TO VOTE BY PHONE CALL TOLL-FREE
Hingham, MA 02043-9126 1-800-690-6903 AND USE THE CONTROL NUMBER ON THE
FRONT OF YOUR PROXY CARD.
INTERNET: VOTE ON THE INTERNET AT
WWW.PROXYWEB.COM AND USE THE CONTROL NUMBER ON THE
FRONT OF YOUR PROXY CARD.
MAIL: RETURN THE SIGNED PROXY CARD IN THE
ENCLOSED ENVELOPE.
- ------------------------------------------------------- -----------------------------------------------------
*** CONTROL NUMBER: 999 999 999 999 99 ***
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
PIONEER MID CAP VALUE FUND TO BE HELD APRIL 17, 2003
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
----------------------------------------
----------------------------------------
Signature(s) (SIGN IN THE BOX)
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.
PIONEER
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
IN THE ENCLOSED ENVELOPE.
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:
[triangle] Please fold and detach card at perforation before mailing [triangle]
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
(AS MARKED BELOW)
1. To elect trustees. The nominees for trustees
are:
(01) M.K. Bush (05) M.B.W. Graham [ ] [ ] [ ]
(02) J.F. Cogan, Jr. (06) M.A. Piret
(03) Dr. R.H. Egdahl (07) S.K. West
(04) D.T. Geraci (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 AGAINST ABSTAIN
ALL ALL ALL
4(a)-(p) To approve a change to the fund's investment
policy on:
(a) Senior securities (f) Diversification [ ] [ ] [ ]
(b) Borrowing (g) Acting as underwriter
(c) Real estate (h) Concentration
(d) Loans (i) Guarantees
(e) Commodities (p) Foreign restriction
- ------------------------------------------
IF YOU DO NOT WISH TO APPROVE A PARTICULAR INVESTMENT POLICY CHANGE, WRITE THE
LETTER(S) OF THE SUB-PROPOSAL ON THE LINE ABOVE.
MID CAP VALUE
- ------------------------------------------------------- -----------------------------------------------------
[LOGO] PIONEER FAMILY OF FUNDS VOTE BY TOUCH-TONE PHONE, BY MAIL, OR VIA THE
INTERNET.
P.O. Box 9126 PHONE: TO VOTE BY PHONE CALL TOLL-FREE
Hingham, MA 02043-9126 1-800-690-6903 AND USE THE CONTROL NUMBER ON THE
FRONT OF YOUR PROXY CARD.
INTERNET: VOTE ON THE INTERNET AT
WWW.PROXYWEB.COM AND USE THE CONTROL NUMBER ON THE
FRONT OF YOUR PROXY CARD.
MAIL: RETURN THE SIGNED PROXY CARD IN THE
ENCLOSED ENVELOPE.
- ------------------------------------------------------- -----------------------------------------------------
*** CONTROL NUMBER: 999 999 999 999 99 ***
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
PIONEER VALUE FUND TO BE HELD APRIL 17, 2003
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
----------------------------------------
----------------------------------------
Signature(s) (SIGN IN THE BOX)
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.
PIONEER
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
IN THE ENCLOSED ENVELOPE.
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:
[triangle] Please fold and detach card at perforation before mailing [triangle]
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
(AS MARKED BELOW)
1. To elect trustees. The nominees for trustees
are:
(01) M.K. Bush (05) M.B.W. Graham [ ] [ ] [ ]
(02) J.F. Cogan, Jr. (06) M.A. Piret
(03) Dr. R.H. Egdahl (07) S.K. West
(04) D.T. Geraci (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 AGAINST ABSTAIN
ALL ALL ALL
4(a)-(p) To approve a change to the fund's investment
policy on:
(a) Senior securities (i) Guarantees [ ] [ ] [ ]
(b) Borrowing (j) Margin
(c) Real estate (k) Short sales
(d) Loans (l) Exercising control
(e) Commodities (m) Other investment
companies
(f) Diversification (n) Fundamental treatment
(g) Acting as underwriter (o) Qualification for
foreign registration
(h) Concentration (p) Foreign restriction
- ------------------------------------------
IF YOU DO NOT WISH TO APPROVE A PARTICULAR INVESTMENT POLICY CHANGE, WRITE THE
LETTER(S) OF THE SUB-PROPOSAL ON THE LINE ABOVE.
VALUE
[logo] PIONEER
Investments(R)
DEALER ADVISORY PERFORMANCE FEE BENCHMARK CHANGES:
Pioneer Fund, Pioneer Value Fund, Pioneer Mid Cap Value Fund, Pioneer Mid Cap
Growth Fund and Pioneer Growth Shares
February 2003
This letter is to inform you that the Board of Trustees approved changes in
the performance fee benchmarks for five Pioneer funds: Pioneer Fund, Pioneer
Value Fund, Pioneer Mid Cap Value Fund, Pioneer Mid Cap Growth Fund and Pioneer
Growth Shares. The decision was made after it was determined that the current
performance fee benchmarks were obsolete or no longer the most appropriate in
light of the fund's investment style. The table below outlines the current and
proposed benchmarks.
FUND CURRENT PERFORMANCE PROPOSED PERFORMANCE
FEE BENCHMARK FEE BENCHMARK
Pioneer Fund Lipper Growth & Income S&P 500 Index
Fund Index
Pioneer Value Fund Lipper Growth & Income Russell 1000 Value Index
Fund Index
Pioneer Mid Cap Lipper Growth Fund Index Russell Midcap Value Index
Value Fund
Pioneer Mid Cap S&P 400 Index Russell Midcap Growth Index
Growth Fund
Pioneer Growth Shares Russell 1000 Index Russell 1000 Growth Index
Pioneer believes that the proposed change in performance benchmarks offers
significant potential benefits to the funds and their shareowners. We believe
that these changes, if approved by shareowners, will have a positive effect on
the funds for the following reasons:
o A portfolio manager's goal is to achieve the fund's objective as referenced in
the prospectus. We believe that using the same index for purposes of
calculating the performance fee as that used as a market benchmark
appropriately aligns a portfolio manager's goals with that of the fund.
o We believe the best way to help a manager ensure style consistency is to use a
market benchmark that is representative of a fund's characteristics and
investment style.
o Market indices' characteristics are readily available to portfolio managers
and are less susceptible to changes that may be experienced with Lipper
indices.
A meeting will be held on April 17, 2003 for shareowners to vote on the
aforementioned proposal as well as several others that are highlighted below:
o A proposal to elect eight trustees to the Board
o A proposal to approve a new management contract between the fund and Pioneer
Investment Management, Inc., the fund's investment adviser, indicating the new
benchmark and amending certain expense provisions applicable to the fund
o A proposal to approve a policy allowing Pioneer and the fund's board of
trustees to appoint or terminate subadvisers and approve amendments to
subadvisory agreements without shareowner approval
o A proposal to approve changes to fundamental investment restrictions and
policies which would increase the fund's flexibility to respond to new
developments and changing trends in the marketplace, thus making the funds
more competitive among their peers.
A complete explanation of each of the proposals up for a vote can be found
in the enclosed proxy statement. We hope this information is helpful. If you
have questions regarding this matter, please call our Sales Desk at
800-622-9876. We appreciate your past support and look forward to continued
mutual success.
For more information about any Pioneer fund, including charges and expenses
call Pioneer and request a prospectus. Investors should read it carefully before
investing or sending money.
FOR BROKER/DEALER USE ONLY. NOT FOR USE WITH THE PUBLIC.
(c) 2003 Pioneer Funds Distributor Inc., Underwriter of Pioneer mutual funds,
Member SIPC
60 State Street, Boston, MA 02109 o www.pioneerfunds.com
Member of the UniCredito Italiano Banking Group,
Register of Banking Groups. 12915-00-0203
[logo] PIONEER
Investments(R)
IMPORTANT PLEASE VOTE YOUR SHARES TODAY
Dear Shareowner,
YOUR VOTE IS I am writing to let you know that a Special Meeting will be held
EXTREMENTLY on April 17, 2003 for shareowners to consider several important
IMPORTANT, NO issues concerning Pioneer Fund, Pioneer Value Fund, Pioneer Mid
MATTER HOW MANY Cap Value Fund, Pioneer Mid Cap Growth Fund and Pioneer Growth
SHARES YOU OWN. Shares. As a shareowner in the fund(s), you have the opportunity
to voice your opinion on these matters and I encourage you to do
so.
By voting your shares, you not only express to Pioneer how you
feel about the matters under consideration, you help eliminate
the need for costly subsequent mailings or phone calls to
acquire sufficient votes to hold the meeting. Even if you own a
relatively small number of shares, I urge you to take a moment
and vote those shares today.
THERE ARE THREE TO VOTE BY TELEPHONE, dial the toll-free number indicated on
CONVENIENT WAYS your proxy card(s), enter the ***CONTROL NUMBER*** printed on
TO VOTE YOUR the card and follow the recorded instructions. Please vote all
SHARES - BY of your accounts.
PHONE, ON THE
INTERNET OR BY TO VOTE ON THE INTERNET, log on to the web address indicated on
MAIL. your proxy card(s), enter the ***CONTROL NUMBER*** printed on
the card and follow the recorded instructions. Please vote all
of your accounts.
TO VOTE BY MAIL, sign and date the proxy card(s) and return in
the enclosed postage-paid reply envelope. Please return all
cards received.
NOTE: IF YOU VOTE BY PHONE OR INTERNET, PLEASE DO NOT RETURN
YOUR PROXY CARD(S).
YOUR BOARD OF The enclosed package contains detailed information about each of
TRUSTEES the issues being considered. Each fund's Board of Trustees,
RECOMMENDS THAT whose primary role is to protect your interests as a share-
YOU VOTE FOR owner, has reviewed each proposal. In the Trustees' opinion, all
EACH PROPOSAL. of the proposals are fair and reasonable and they recommend that
you vote FOR each proposal. Please take a moment to read the
enclosed materials before casting your vote.
HERE IS WHAT A YOU WILL ELECT EIGHT TRUSTEES TO THE BOARD. The Trustees
FOR VOTE MEANS supervise fund activities and review contractual arrangements
FOR PORPOSAL 1. with companies that provide services to the funds. All of the
nominees except Mr. Geraci were previously elected by
shareowners. The proxy statement includes detailed information
about all nominees.
HERE IS WHAT A YOU WILL APPROVE A NEW MANAGEMENT CONTRACT BETWEEN THE FUNDS AND
FOR VOTE MEANS PIONEER INVESTMENT MANAGEMENT, INC. The Trustees have approved
FOR PROPOSAL 2. and recommend that shareowners approve a proposal to adopt a new
management contract with Pioneer. Each fund has an existing
contract with Pioneer. The primary change in each proposed
contract is the substitution of a different benchmark for the
purposes of calculating the fund's performance fee adjustment.
The decision to change these benchmarks was made after it was
determined that the current benchmarks are obsolete or no longer
appropriate in light of the fund's investment style.
CONTINUED ON REVERSE
HERE IS WHAT A YOU WILL APPROVE A POLICY ALLOWING PIONEER AND THE BOARD OF
FOR VOTE MEANS TRUSTEES TO APPOINT AND TERMINATE SUBADVISERS AND TO APPROVE
FOR PROPOSAL 3. AMENDMENTS TO SUBADVISORY AGREEMENTS WITHOUT SHAREOWNER
APPROVAL. The Trustees and Pioneer would be authorized to take
such actions whenever they determine that such actions will
benefit a fund or its shareowners and they could take such
actions expeditiously, without incurring the delays and costs of
a special shareowner meeting and proxy solicitation.
HERE IS WHAT A YOU WILL APPROVE A POLICY ELIMINATING OR AMENDING VARIOUS
FOR VOTE MEANS INVESTMENT RESTRICTIONS. The Trustees recommend that these
FOR PROPOSAL 4. changes be made to simplify and modernize the funds' fundamental
investment restrictions and conform them to restrictions adopted
by other Pioneer funds. These changes would increase the funds'
flexibility to respond to new developments and changing trends
in the marketplace, thus making the funds more competitive among
their peers.
Again, I encourage you to vote your shares as quickly as
possible and I thank you in advance for your prompt attention to
this matter. If you have any questions about the proposals,
please call Pioneer at 1-800-225-6292.
Sincerely,
/s/ Daniel T. Geraci
Daniel T. Geraci
President
Pioneer Investment Management, Inc.
(c)2003 Pioneer Funds Distributor, Inc. Underwriter of Pioneer mutual funds,
Member SIPC 13034-00-0303
60 State Street, Boston, Massachusetts 02109 O www.pioneerfunds.com
[logo] PIONEER
Investments(R)
IMPORTANT PLEASE VOTE YOUR SHARES TODAY
Dear Shareowner,
YOUR VOTE IS I am writing to let you know that a Special Meeting will be held
EXTREMENTLY on April 17, 2003 for shareowners to consider several important
IMPORTANT, NO issues concerning Pioneer Fund, Pioneer Value Fund, Pioneer Mid
MATTER HOW MANY Cap Value Fund, Pioneer Mid Cap Growth Fund and Pioneer Growth
SHARES YOU OWN. Shares. As a shareowner in the fund(s), you have the opportunity
to voice your opinion on these matters and I encourage you to do
so.
By voting your shares, you not only express to Pioneer how you
feel about the matters under consideration, you help eliminate
the need for costly subsequent mailings or phone calls to
acquire sufficient votes to hold the meeting. Even if you own a
relatively small number of shares, I urge you to take a moment
and vote those shares today.
THERE ARE THREE TO VOTE BY TELEPHONE, dial the toll-free number indicated on
CONVENIENT WAYS your proxy card(s), enter the CONTROL NO. printed on the card
TO VOTE YOUR and follow the recorded instructions. Please vote all of your
SHARES - BY accounts.
PHONE, ON THE
INTERNET OR BY TO VOTE ON THE INTERNET, log on to the web address indicated on
MAIL. your proxy card(s), enter the CONTROL NO. printed on the card
and follow the on-screen instructions. Please vote all of your
accounts.
TO VOTE BY MAIL, sign and date the proxy card(s) and return in
the enclosed postage-paid reply envelope. Please return all
cards received.
NOTE: IF YOU VOTE BY PHONE OR INTERNET, PLEASE DO NOT RETURN
YOUR PROXY CARD(S).
THE BOARD OF The enclosed package contains detailed information about each of
TRUSTEES the issues being considered. Each fund's Board of Trustees,
RECOMMENDS THAT whose primary role is to protect your interests as a shareowner,
YOU VOTE FOR has reviewed each proposal. In the Trustees' opinion, all of the
EACH PROPOSAL. proposals are fair and reasonable and they recommend that you
vote FOR each proposal. Please take a moment to read the
enclosed materials before casting your vote.
HERE IS WHAT A YOU WILL ELECT EIGHT TRUSTEES TO THE BOARD. The Trustees
FOR VOTE MEANS supervise fund activities and review contractual arrangements
FOR PROPOSAL 1. with companies that provide services to the funds. All of the
nominees except Mr. Geraci were previously elected by
shareowners. The proxy statement includes detailed information
about all nominees.
HERE IS WHAT A YOU WILL APPROVE A NEW MANAGEMENT CONTRACT BETWEEN THE FUNDS AND
FOR VOTE MEANS PIONEER INVESTMENT MANAGEMENT, INC. The Trustees have approved
FOR PROPOSAL 2. and recommend that shareowners approve a proposal to adopt a new
management contract with Pioneer. Each fund has an existing
contract with Pioneer. The primary change in each proposed
contract is the substitution of a different benchmark for the
fund's performance fee adjustment. The decision to change these
benchmarks was made after it was determined that the current
benchmarks are obsolete or no longer appropriate in light of the
fund's investment style.
CONTINUED ON REVERSE
HERE IS WHAT A YOU WILL APPROVE A POLICY ALLOWING PIONEER AND THE BOARD OF
FOR VOTE MEANS TRUSTEES TO APPOINT AND TERMINATE SUBADVISERS AND TO APPROVE
FOR PROPOSAL 3. AMENDMENTS TO SUBADVISORY AGREEMENTS WITHOUT SHAREOWNER
APPROVAL. The Trustees and Pioneer would be authorized to take
such actions whenever they determine that such actions will
benefit a fund or its shareowners and they could take such
actions expeditiously, without incurring the delays and costs of
a special shareowner meeting and proxy solicitation.
HERE IS WHAT A YOU WILL APPROVE A POLICY ELIMINATING OR AMENDING VARIOUS
FOR VOTE MEANS INVESTMENT RESTRICTIONS. The Trustees recommend that these
FOR PROPOSAL 4. changes be made to simplify and modernize the funds' fundamental
investment restrictions and conform them to restrictions adopted
by other Pioneer funds. These changes would increase the funds'
flexibility to respond to new developments and changing trends
in the marketplace, thus making the funds more competitive among
their peers.
Again, I encourage you to vote your shares as quickly as
possible and I thank you in advance for your prompt attention to
this matter.
Sincerely,
/s/ Daniel T. Geraci
Daniel T. Geraci
President
Pioneer Investment Management, Inc.
(c)2003 Pioneer Funds Distributor, Inc. Underwriter of Pioneer mutual funds,
Member SIPC 13035-00-0303
60 State Street, Boston, Massachusetts 02109 o www.pioneerfunds.com
PIONEER PROXY SOLICITATION Q&A
INTERNAL USE ONLY
4
WHAT PROPOSAL CONSIDERATIONS ARE INCLUDED IN THE PROXY?
There are four proposal considerations, which include:
1. To elect the eight Trustees named in the proxy statement to serve on the
Board of Trustees until their successors have been duly elected and
qualified;
2. To approve a new management contract between the fund and Pioneer Investment
Management, Inc., your fund's investment adviser ("Pioneer"), indicating the
new benchmark and amending certain expense provisions applicable to the fund;
3. To approve a policy allowing Pioneer and the Board of Trustees of your fund
to appoint or terminate subadvisers and approve amendments to subadvisory
agreements without shareowner approval; and
4. To approve amendments to your fund's fundamental investment
restrictions and policies, which would increase the fund's flexibility
to respond to new developments and changing trends in the market place,
thus making the funds more competitive among their peers.
HOW DO THE TRUSTEES RECOMMEND THAT I VOTE?
The Trustees recommend that you vote IN FAVOR OF ALL the proposals.
A FOR vote for each of the four proposals means:
Proposal 1: You will be asked to elect eight Trustees to the Board.
Proposal 2: You will be asked to approve a new management contract
between the fund and Pioneer Investment Management, Inc.
Proposal 3: You will be asked to approve a policy allowing Pioneer and
the Board of Trustees to appoint and terminate subadvisers and
to approve amendments to subadvisory agreements without
shareowner approval.
Proposal 4: You will be asked to approve a policy eliminating or
amending various investment restrictions and policies.
WHO ARE THE EIGHT TRUSTEES BEING NOMINATED?
INTERESTED TRUSTEES:
John F. Cogan, Jr., Chairman of the Board, Trustee and President
Daniel T. Geraci, Trustee and Executive Vice President
INDEPENDENT TRUSTEES:
Mary K. Bush
Richard H. Egdahl, M.D.
Margaret B.W. Graham
Marguerite A. Piret
Stephen K. West
John Winthrop
WHAT IS THE NEW MANAGEMENT CONTRACT BETWEEN THE FUND AND PIONEER INVESTMENTS?
The primary change in the proposed contract is to substitute a different
benchmark for each of the funds with performance fee adjustments. The following
table below highlights the funds with performance fees and the current and
proposed benchmark.
- ------------------------------------- ----------------------------------- -----------------------------------
FUND CURRENT PERFORMANCE FEE BENCHMARK PROPOSED PERFORMANCE FEE BENCHMARK
- ------------------------------------- ----------------------------------- -----------------------------------
Pioneer Fund Lipper Growth & Income Fund Index S&P 500 Index
- ------------------------------------- ----------------------------------- -----------------------------------
Pioneer Value Fund Lipper Growth & Income Fund Index Russell 1000 Value Index
- ------------------------------------- ----------------------------------- -----------------------------------
Pioneer Mid Cap Value Fund Lipper Growth Fund Index Russell Midcap Value Index
- ------------------------------------- ----------------------------------- -----------------------------------
Pioneer Mid Cap Growth Fund S&P 400 Index Russell Midcap Growth Index
- ------------------------------------- ----------------------------------- -----------------------------------
Pioneer Growth Shares Russell 1000 Index Russell 1000 Growth Index
- ------------------------------------- ----------------------------------- -----------------------------------
WHY IS PIONEER RECOMMENDING CHANGING THE CURRENT PERFORMANCE FEE BENCHMARKS?
Pioneer believes that the proposed change in performance benchmarks offers
potential benefits to the funds and their shareowners. We believe that these
changes, if approved by shareowners, will have a positive effect on the funds
for the following reasons:
o For three of the funds, the current indices used by the funds are no
longer the primarily indices published by Lipper and are not published
daily in major newspapers. In the case of the other two funds, changes
in the investment style of the fund since a performance fee was
initially adopted has resulted in the current indices not being the
most representative of the funds' investment style.
o The funds' Trustees believe that it was desirable to have a benchmark
index that is readily available to shareholders so that shareholders
are in a better position to evaluate the fund's performance and is
aligned with the manner in which the fund is managed and the basis upon
which Pioneer provides incentive compensation to its portfolio
managers. The Trustees also believe that a performance fee remains an
effective means of aligning the interest of Pioneer with the interest
of shareholders.
o The Trustees also considered alternative indices, including peer group
indices such as the Lipper indices and concluded that the alternative
indices would not be as effective in achieving the goal of the
performance fee.
WILL THE FUND EXPENSES GOING FORWARD BE ADJUSTED TO REFLECT THE INCREASE OR
DECREASE IN THE NEW HISTORICAL PRO FORMA EXPENSES?
No. The historical comparisons are not necessarily indicative of the relative
fees that would result from future performance. The comparisons are provided
only for historical illustrative purposes and will not be used to compensate
Pioneer Investments for prior aggregate increase or decrease fee differences.
WHAT IS THE SUBADVISORY PROPOSAL?
The proposed policy would permit Pioneer to appoint subadvisers, to enter into
subadvisory agreements and to amend or terminate existing subadvisory agreements
without further shareowner approval. Any such appointment or termination would
be subject to prior approval of the Board of Trustees, including a majority of
the Independent Trustees.
WHAT ARE THE PROPOSED AMENDMENTS TO THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTIONS AND POLICIES?
You are being asked to approve a policy eliminating or amending various
investment restrictions and policies. The Trustees recommend that these changes
be made to simplify and modernize the funds' fundamental investment restrictions
and conform them to restrictions adopted by other Pioneer funds. These changes
will increase the funds' flexibility to respond to new developments and changing
trends in the market place, thus making the funds more competitive among their
peers.
This proposal sections contains specific restriction and policy information that
cannot be generally summarized. We recommend that all shareowners review the
entire proxy.
WHAT IS THE RECORD DATE THAT IS TO BE USED TO DETERMINE IF I AM ELIGIBLE TO
VOTE?
The record date for this proxy includes shareowners of record as of the close of
business on February 14, 2003.
HOW CAN I VOTE MY SHARES?
There are three ways to vote your shares - by phone, by Internet or by mail. If
you vote by phone or Internet, please do not return your proxy card(s).
WHEN AND WHERE IS THE SHAREOWNER MEETING TAKING PLACE?
A special meeting of shareowners will be held at the offices of Hale and Dorr
LLP, 60 State Street, 26th Floor, Boston, Massachusetts on Thursday, April 17,
2003, at 1:00 p.m., Boston time.