File Number: 2-25980
                                                Filed Pursuant to Rule 497(e) of
                                                      the Securities Act of 1933

                                  PIONEER FUND
                                 60 State Street
                           Boston, Massachusetts 02109

                       STATEMENT OF ADDITIONAL INFORMATION


      CLASS A, CLASS B, CLASS C, CLASS Y, CLASS R AND INVESTOR CLASS SHARES

                    MAY 1, 2005, as revised December 23, 2005

This statement of additional information is not a prospectus. It should be read
in conjunction with the fund's Class A, Class B and Class C shares prospectus,
Class Y shares prospectus, Class R shares prospectus and its Investor Class
shares prospectus, each dated May 1, 2005, as supplemented or revised from time
to time. A copy of each prospectus can be obtained free of charge by calling
Shareholder Services at 1-800-225-6292 or by written request to the fund at 60
State Street, Boston, Massachusetts 02109. You can also obtain a copy of each
prospectus from our website at: www.pioneerfunds.com. The fund's financial
statements for the fiscal year ended December 31, 2004 are incorporated into
this statement of additional information by reference. The most recent annual
report to shareholders is attached to this statement of additional information.

The fund issued Investor Class shares in connection with the reorganization of
Safeco Core Equity Fund into the fund. The fund is not offering additional
Investor Class shares except in connection with the reinvestment of dividends on
the fund's outstanding Investor Class shares.


                                TABLE OF CONTENTS


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                                                                        ----

1.    Fund History...................................................      2
2.    Investment Policies, Risks and Restrictions....................      2
3.    Trustees and Officers..........................................     21
4.    Investment Adviser.............................................     31
5.    Principal Underwriter and Distribution Plans...................     35
6.    Shareholder Servicing/Transfer Agent...........................     40
7.    Custodian......................................................     40
8.    Independent Registered Public Accounting Firm..................     40
9.    Portfolio Management...........................................     40
10.   Portfolio Transactions.........................................     40
11.   Description of Shares..........................................     41
12.   Sales Charges..................................................     43
13.   Redeeming Shares...............................................     48
14.   Telephone and Online Transactions..............................     49
15.   Pricing of Shares..............................................     50
16.   Tax Status.....................................................     51
17.   Investment Results.............................................     56
18.   Financial Statements...........................................     57
19.   Annual Fee, Expense and Other Information......................     58
20.   Appendix A - Description of Short-term Debt, Corporate
      Bond and Preferred Stock Ratings...............................     63
21.   Appendix B - Proxy Voting Policies and Procedures..............     68


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1.   FUND HISTORY

The fund is a diversified open-end management investment company. The fund was
originally organized as a Delaware corporation in 1928, reorganized as a
Massachusetts corporation in 1967, reorganized as a Massachusetts business trust
in 1985, and reorganized as a Delaware statutory trust on May 1, 1996.

2.   INVESTMENT POLICIES, RISKS AND RESTRICTIONS

The prospectuses present the investment objective and the principal investment
strategies and risks of the fund. This section supplements the disclosure in the
fund's prospectuses and provides additional information on the fund's investment
policies or restrictions. Restrictions or policies stated as a maximum
percentage of the fund's assets are only applied immediately after a portfolio
investment to which the policy or restriction is applicable (other than the
limitations on borrowing and illiquid securities). Accordingly, any later
increase or decrease resulting from a change in values, net assets or other
circumstances will not be considered in determining whether the investment
complies with the fund's restrictions and policies.

ILLIQUID SECURITIES

The fund will not invest more than 15% of its net assets in illiquid and other
securities that are not readily marketable. Repurchase agreements maturing in
more than seven days will be included for purposes of the foregoing limit.
Securities subject to restrictions on resale under the Securities Act of 1933,
as amended (the "1933 Act"), are considered illiquid unless they are eligible
for resale pursuant to Rule 144A or another exemption from the registration
requirements of the 1933 Act and are determined to be liquid by Pioneer
Investment Management, Inc. ("Pioneer"), the fund's investment adviser. Pioneer
determines the liquidity of Rule 144A and other restricted securities according
to procedures adopted by the Board of Trustees. Under the direction of the Board
of Trustees, Pioneer monitors the application of these guidelines and
procedures. The inability of the fund to dispose of illiquid investments readily
or at reasonable prices could impair the fund's ability to raise cash for
redemptions or other purposes. If the fund sold restricted securities other than
pursuant to an exception from registration under the 1933 Act such as Rule 144A,
it may be deemed to be acting as an underwriter and subject to liability under
the 1933 Act.

INVESTMENTS IN INITIAL PUBLIC OFFERINGS

To the extent consistent with its investment objective, the fund may invest in
initial public offerings of equity securities. The market for such securities
may be more volatile and entail greater risk of loss than investments in more
established companies. Investments in initial public offerings may represent a
significant portion of the fund's investment performance. The fund cannot assure
that investments in initial public offerings will continue to be available to
the fund or, if available, will result in positive investment performance. In
addition, as the fund's portfolio grows in size, the impact of investments in
initial public offerings on the overall performance of the fund is likely to
decrease.

DEBT SECURITIES SELECTION

In selecting debt securities for the fund, Pioneer gives primary consideration
to the fund's investment objective, the attractiveness of the market for debt
securities given Pioneer's outlook for the equity markets and the fund's
liquidity requirements. Once Pioneer determines to allocate a portion of the
fund's assets to debt securities, Pioneer generally focuses on short-term
instruments to provide liquidity and may invest in a range of fixed income
securities if the fund is investing in such instruments for income or capital
gains. Pioneer selects individual securities based on broad economic factors and
issuer specific

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factors including the terms of the securities (such as yields compared to U.S.
Treasuries or comparable issues), liquidity and rating, sector and issuer
diversification.

CONVERTIBLE DEBT SECURITIES

The fund may invest in convertible debt securities which are debt obligations
convertible at a stated exchange rate or formula into common stock or other
equity securities of or owned by the issuer. Convertible securities rank senior
to common stocks in an issuer's capital structure and consequently may be of
higher quality and entail less risk than the issuer's common stock. As with all
debt securities, the market values of convertible securities tend to increase
when interest rates decline and, conversely, tend to decline when interest rates
increase.

DEBT OBLIGATIONS OF NON-U.S. GOVERNMENTS

The fund may invest in debt obligations of non-U.S. governments. An investment
in debt obligations of non-U.S. governments and their political subdivisions
(sovereign debt) involves special risks which are not present when investing in
corporate debt obligations. The non-U.S. issuer of the sovereign debt or the
non-U.S. governmental authorities that control the repayment of the debt may be
unable or unwilling to repay principal or interest when due, and the fund may
have limited recourse in the event of a default. During periods of economic
uncertainty, the market prices of sovereign debt may be more volatile than
prices of U.S. debt issues. In the past, certain non-U.S. countries have
encountered difficulties in servicing their debt obligations, withheld payments
of principal and interest and declared moratoria on the payment of principal and
interest on their sovereign debt.

A sovereign debtor's willingness or ability to repay principal and pay interest
in a timely manner may be affected by, among other factors, its cash flow
situation, the extent of its non-U.S. currency reserves, the availability of
sufficient non-U.S. exchange, the relative size of the debt service burden, the
sovereign debtor's policy toward principal international lenders and local
political constraints. Sovereign debtors may also be dependent on expected
disbursements from non-U.S. governments, multinational agencies and other
entities to reduce principal and interest arrearages on their debt. The failure
of a sovereign debtor to implement economic reforms, achieve specified levels of
economic performance or repay principal or interest when due may result in the
cancellation of third-party commitments to lend funds to the sovereign debtor,
which may further impair such debtor's ability or willingness to service its
debts.

DEBT SECURITIES RATING CRITERIA

Investment grade debt securities are those rated "BBB" or higher by Standard &
Poor's Ratings Group ("Standard & Poor's") or the equivalent rating of other
nationally recognized statistical rating organizations. Debt securities rated
BBB are considered medium grade obligations with speculative characteristics,
and adverse economic conditions or changing circumstances may weaken the
issuer's ability to pay interest and repay principal. If the rating of an
investment grade debt security falls below investment grade, Pioneer will
consider if any action is appropriate in light of the fund's investment
objective and policies.


Below investment grade debt securities are those rated "BB" and below by
Standard & Poor's or the equivalent rating of other nationally recognized
statistical rating organizations. See "Appendix A" for a description of rating
categories. The fund may invest in debt securities rated "C" or better.


Below investment grade debt securities or comparable unrated securities are
commonly referred to as "junk bonds" and are considered predominantly
speculative and may be questionable as to principal and interest payments.
Changes in economic conditions are more likely to lead to a weakened capacity to

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make principal payments and interest payments. The amount of high yield
securities outstanding has proliferated as an increasing number of issuers have
used high yield securities for corporate financing. An economic downturn could
severely affect the ability of highly leveraged issuers to service their debt
obligations or to repay their obligations upon maturity. Factors having an
adverse impact on the market value of lower quality securities will have an
adverse effect on the fund's net asset value to the extent that it invests in
such securities. In addition, the fund may incur additional expenses to the
extent it is required to seek recovery upon a default in payment of principal or
interest on its portfolio holdings.

The secondary market for high yield securities may not be as liquid as the
secondary market for more highly rated securities, a factor which may have an
adverse effect on the fund's ability to dispose of a particular security when
necessary to meet its liquidity needs. Under adverse market or economic
conditions, the secondary market for high yield securities could contract
further, independent of any specific adverse changes in the condition of a
particular issuer. As a result, the fund could find it more difficult to sell
these securities or may be able to sell the securities only at prices lower than
if such securities were widely traded. Prices realized upon the sale of such
lower rated or unrated securities, under these circumstances, may be less than
the prices used in calculating the fund's net asset value.

Since investors generally perceive that there are greater risks associated with
lower quality debt securities of the type in which the fund may invest a portion
of its assets, the yields and prices of such securities may tend to fluctuate
more than those for higher rated securities. In the lower quality segments of
the debt securities market, changes in perceptions of issuers' creditworthiness
tend to occur more frequently and in a more pronounced manner than do changes in
higher quality segments of the debt securities market, resulting in greater
yield and price volatility.

Lower rated and comparable unrated debt securities tend to offer higher yields
than higher rated securities with the same maturities because the historical
financial condition of the issuers of such securities may not have been as
strong as that of other issuers. However, lower rated securities generally
involve greater risks of loss of income and principal than higher rated
securities. Pioneer will attempt to reduce these risks through portfolio
diversification and by analysis of each issuer and its ability to make timely
payments of income and principal, as well as broad economic trends and corporate
developments.

U.S. GOVERNMENT SECURITIES

U.S. government securities in which the fund invests include debt obligations of
varying maturities issued by the U.S. Treasury or issued or guaranteed by an
agency or instrumentality of the U.S. government, including the Federal Housing
Administration, Federal Financing Bank, Farmers Home Administration,
Export-Import Bank of the U.S., Small Business Administration, Government
National Mortgage Association ("GNMA"), General Services Administration, Central
Bank for Cooperatives, Federal Farm Credit Banks, Federal Home Loan Banks,
Federal Home Loan Mortgage Corporation ("FHLMC"), Federal National Mortgage
Association ("FNMA"), Maritime Administration, Tennessee Valley Authority,
District of Columbia Armory Board, Student Loan Marketing Association,
Resolution Trust Corporation and various institutions that previously were or
currently are part of the Farm Credit System (which has been undergoing
reorganization since 1987). Some U.S. government securities, such as U.S.
Treasury bills, Treasury notes and Treasury bonds, which differ only in their
interest rates, maturities and times of issuance, are supported by the full
faith and credit of the United States. Others are supported by: (i) the right of
the issuer to borrow from the U.S. Treasury, such as securities of the Federal
Home Loan Banks; (ii) the discretionary authority of the U.S. government to
purchase the agency's obligations, such as securities of the FNMA; or (iii) only
the credit of the issuer. No assurance can be given that the U.S. government
will provide financial support in the future to U.S. government agencies,
authorities or

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instrumentalities that are not supported by the full faith and credit of the
United States. Securities guaranteed as to principal and interest by the U.S.
government, its agencies, authorities or instrumentalities include: (i)
securities for which the payment of principal and interest is backed by an
irrevocable letter of credit issued by the U.S. government or any of its
agencies, authorities or instrumentalities; and (ii) participations in loans
made to non-U.S. governments or other entities that are so guaranteed. The
secondary market for certain of these participations is limited and, therefore,
may be regarded as illiquid.

U.S. government securities may include zero coupon securities that may be
purchased when yields are attractive and/or to enhance portfolio liquidity. Zero
coupon U.S. government securities are debt obligations that are issued or
purchased at a significant discount from face value. The discount approximates
the total amount of interest the security will accrue and compound over the
period until maturity or the particular interest payment date at a rate of
interest reflecting the market rate of the security at the time of issuance.
Zero coupon U.S. government securities do not require the periodic payment of
interest. These investments benefit the issuer by mitigating its need for cash
to meet debt service, but generally require a higher rate of return to attract
investors who are willing to defer receipt of cash. These investments may
experience greater volatility in market value than U.S. government securities
that make regular payments of interest. The fund accrues income on these
investments for tax and accounting purposes, which is distributable to
shareholders and which, because no cash is received at the time of accrual, may
require the liquidation of other portfolio securities to satisfy the fund's
distribution obligations, in which case the fund will forgo the purchase of
additional income producing assets with these funds. Zero coupon U.S. government
securities include STRIPS and CUBES, which are issued by the U.S. Treasury as
component parts of U.S. Treasury bonds and represent scheduled interest and
principal payments on the bonds.

SHORT-TERM INVESTMENTS

For temporary defensive or cash management purposes, the fund may invest in all
types of short-term investments including, but not limited to, corporate
commercial paper and other short-term commercial obligations issued by domestic
companies; obligations (including certificates of deposit, time deposits, demand
deposits and bankers' acceptances) of banks located in the U.S.; obligations
issued or guaranteed by the U.S. government or its agencies or
instrumentalities; and repurchase agreements.

RISKS OF NON-U.S. INVESTMENTS

Investing in securities of non-U.S. issuers involves considerations and risks
not typically associated with investing in the securities of issuers in the U.S.
These risks are heightened with respect to investments in countries with
emerging markets and economies. The risks of investing in securities of non-U.S.
issuers generally, or in issuers with significant exposure to non-U.S. markets,
may be related, among other things, to (i) differences in size, liquidity and
volatility of, and the degree and manner of regulation of, the securities
markets of certain non-U.S. markets compared to the securities markets in the
U.S.; (ii) economic, political and social factors; and (iii) foreign exchange
matters, such as restrictions on the repatriation of capital, fluctuations in
exchange rates between the U.S. dollar and the currencies in which the fund's
portfolio securities are quoted or denominated, exchange control regulations and
costs associated with currency exchange. The political and economic structures
in certain countries, particularly emerging markets, are expected to undergo
significant evolution and rapid development, and such countries may lack the
social, political and economic stability characteristic of more developed
countries.

INVESTMENTS IN EMERGING MARKETS. The fund may invest in securities of issuers in
countries with emerging economies or securities markets. Emerging economies or
securities markets will generally include, but not be limited to, countries
included in the MSCI Emerging Markets Free Index. The fund will generally focus
on emerging markets that do not impose unusual trading requirements which tend
to

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restrict the flow of investments. In addition, the fund may invest in unquoted
securities, including securities of emerging market issuers.

NON-U.S. SECURITIES MARKETS AND REGULATIONS. There may be less publicly
available information about non-U.S. markets and issuers than is available with
respect to U.S. securities and issuers. Non-U.S. companies generally are not
subject to accounting, auditing and financial reporting standards, practices and
requirements comparable to those applicable to U.S. companies. The trading
markets for most non-U.S. securities are generally less liquid and subject to
greater price volatility than the markets for comparable securities in the U.S.
The markets for securities in certain emerging markets are in the earliest
stages of their development. Even the markets for relatively widely traded
securities in certain non-U.S. markets, including emerging market countries, may
not be able to absorb, without price disruptions, a significant increase in
trading volume or trades of a size customarily undertaken by institutional
investors in the U.S. Additionally, market making and arbitrage activities are
generally less extensive in such markets, which may contribute to increased
volatility and reduced liquidity. The less liquid a market, the more difficult
it may be for the fund to price its portfolio securities accurately or to
dispose of such securities at the times determined by Pioneer to be appropriate.
The risks associated with reduced liquidity may be particularly acute in
situations in which the fund's operations require cash, such as in order to meet
redemptions and to pay its expenses.

ECONOMIC, POLITICAL AND SOCIAL FACTORS. Certain countries, including emerging
markets, may be subject to a greater degree of economic, political and social
instability than is the case in the U.S. and Western European countries. Such
instability may result from, among other things: (i) authoritarian governments
or military involvement in political and economic decision making; (ii) popular
unrest associated with demands for improved economic, political and social
conditions; (iii) internal insurgencies; (iv) hostile relations with neighboring
countries; and (v) ethnic, religious and racial disaffection and conflict. Such
economic, political and social instability could significantly disrupt the
financial markets in such countries and the ability of the issuers in such
countries to repay their obligations. Investing in emerging market countries
also involves the risk of expropriation, nationalization, confiscation of assets
and property or the imposition of restrictions on foreign investments and on
repatriation of capital invested. In the event of such expropriation,
nationalization or other confiscation in any emerging country, the fund could
lose its entire investment in that country.

Certain emerging market countries restrict or control foreign investment in
their securities markets to varying degrees. These restrictions may limit the
fund's investment in those markets and may increase the expenses of the fund. In
addition, the repatriation of both investment income and capital from certain
markets in the region is subject to restrictions such as the need for certain
governmental consents. Even where there is no outright restriction on
repatriation of capital, the mechanics of repatriation may affect certain
aspects of the fund's operation.

Economies in individual foreign countries may differ favorably or unfavorably
from the U.S. economy in such respects as growth of gross domestic product,
rates of inflation, currency valuation, capital reinvestment, resource
self-sufficiency and balance of payments positions. Many foreign countries have
experienced substantial, and in some cases extremely high, rates of inflation
for many years. Inflation and rapid fluctuations in inflation rates have had,
and may continue to have, very negative effects on the economies and securities
markets of certain emerging countries.

Unanticipated political or social developments may also affect the values of the
fund's investments and the availability to the fund of additional investments in
such countries. In the past, the economies and securities and currency markets
of many emerging markets have experienced significant disruption and declines.
There can be no assurances that these economic and market disruptions might not
occur again.

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Economies in emerging market countries generally are dependent heavily upon
international trade and, accordingly, have been and may continue to be affected
adversely by trade barriers, exchange controls, managed adjustments in relative
currency values and other protectionist measures imposed or negotiated by the
countries with which they trade. These economies also have been, and may
continue to be, affected adversely by economic conditions in the countries with
which they trade.

CURRENCY RISKS. The value of the securities quoted or denominated in foreign
currencies may be adversely affected by fluctuations in the relative currency
exchange rates and by exchange control regulations. The fund's investment
performance may be negatively affected by a devaluation of a currency in which
the fund's investments are quoted or denominated. Further, the fund's investment
performance may be significantly affected, either positively or negatively, by
currency exchange rates because the U.S. dollar value of securities quoted or
denominated in another currency will increase or decrease in response to changes
in the value of such currency in relation to the U.S. dollar.

CUSTODIAN SERVICES AND RELATED INVESTMENT COSTS. Custodial services and other
costs relating to investment in international securities markets generally are
more expensive than in the U.S. Such markets have settlement and clearance
procedures that differ from those in the U.S. In certain markets there have been
times when settlements have been unable to keep pace with the volume of
securities transactions, making it difficult to conduct such transactions. The
inability of the fund to make intended securities purchases due to settlement
problems could cause the fund to miss attractive investment opportunities.
Inability to dispose of a portfolio security caused by settlement problems could
result either in losses to the fund due to a subsequent decline in value of the
portfolio security or could result in possible liability to the fund. In
addition, security settlement and clearance procedures in some emerging
countries may not fully protect the fund against loss or theft of its assets.

WITHHOLDING AND OTHER TAXES. The fund will be subject to taxes, including
withholding taxes, on income (possibly including, in some cases, capital gains)
that are or may be imposed by certain countries with respect to the fund's
investments in such countries. These taxes will reduce the return achieved by
the fund. Treaties between the U.S. and such countries may not be available to
reduce the otherwise applicable tax rates.

INVESTMENTS IN DEPOSITARY RECEIPTS
The fund may hold securities of non-U.S. issuers in the form of American
Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"), Global
Depositary Receipts ("GDRs") and other similar instruments. Generally, ADRs in
registered form are designed for use in U.S. securities markets, and EDRs and
GDRs and other similar global instruments in bearer form are designed for use in
non-U.S. securities markets.

ADRs are denominated in U.S. dollars and represent an interest in the right to
receive securities of non-U.S. issuers deposited in a U.S. bank or correspondent
bank. ADRs do not eliminate all the risk inherent in investing in the securities
of non-U.S. issuers. However, by investing in ADRs rather than directly in
equity securities of non-U.S. issuers, the fund will avoid currency risks during
the settlement period for either purchases or sales. EDRs and GDRs are not
necessarily denominated in the same currency as the underlying securities which
they represent.

For purposes of the fund's investment policies, investments in ADRs, GDRs and
similar instruments will be deemed to be investments in the underlying equity
securities of non-U.S. issuers. The fund may acquire depositary receipts from
banks that do not have a contractual relationship with the issuer of the
security underlying the depositary receipt to issue and secure such depositary
receipt. To the extent the fund invests in such unsponsored depositary receipts
there may be an increased possibility that the fund may not become aware of
events affecting the underlying security and thus the value of the related

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depositary receipt. In addition, certain benefits (i.e., rights offerings) which
may be associated with the security underlying the depositary receipt may not
inure to the benefit of the holder of such depositary receipt.

OTHER INVESTMENT COMPANIES

The fund may invest in the securities of other investment companies to the
extent that such investments are consistent with the fund's investment objective
and policies and permissible under the Investment Company Act of 1940, as
amended (the "1940 Act"). Under the 1940 Act, the fund may not acquire the
securities of other domestic or non-U.S. investment companies if, as a result,
(i) more than 10% of the fund's total assets would be invested in securities of
other investment companies, (ii) such purchase would result in more than 3% of
the total outstanding voting securities of any one investment company being held
by the fund, or (iii) more than 5% of the fund's total assets would be invested
in any one investment company. These limitations do not apply to the purchase of
shares of any investment company in connection with a merger, consolidation,
reorganization or acquisition of substantially all the assets of another
investment company. The fund may invest in money market funds managed by Pioneer
in reliance on an exemptive order granted by the Securities and Exchange
Commission (the "SEC"). The fund, as a holder of the securities of other
investment companies, will bear its pro rata portion of the other investment
companies' expenses, including advisory fees. These expenses are in addition to
the direct expenses of the fund's own operations.


EXCHANGE TRADED FUNDS

Subject to the limitations on investment in other investment companies, the fund
may invest in exchange traded funds (ETFs). ETFs, such as SPDRs, NASDAQ 100
Index Trading Stock (QQQs), iShares and various country index funds, are funds
whose shares are traded on a national exchange or the National Association of
Securities Dealers' Automatic Quotation System (NASDAQ). ETFs may be based on
underlying equity or fixed income securities. SPDRs, for example, seek to
provide investment results that generally correspond to the performance of the
component common stocks of the S&P 500. ETFs do not sell individual shares
directly to investors and only issue their shares in large blocks known as
"creation units." The investor purchasing a creation unit then sells the
individual shares on a secondary market. Therefore, the liquidity of ETFs
depends on the adequacy of the secondary market. There can be no assurance that
an ETF's investment objective will be achieved. ETFs based on an index may not
replicate and maintain exactly the composition and relative weightings of
securities in the index. ETFs are subject to the risks of investing in the
underlying securities. The fund, as a holder of the securities of the ETF, will
bear its pro rata portion of the ETF's expenses, including advisory fees. These
expenses are in addition to the direct expenses of the fund's own operations.


REPURCHASE AGREEMENTS

The fund may enter into repurchase agreements with broker-dealers, member banks
of the Federal Reserve System and other financial institutions. Repurchase
agreements are arrangements under which the fund purchases securities and the
seller agrees to repurchase the securities within a specific time and at a
specific price. The repurchase price is generally higher than the fund's
purchase price, with the difference being income to the fund. Under the
direction of the Board of Trustees, Pioneer reviews and monitors the
creditworthiness of any institution which enters into a repurchase agreement
with the fund. The counterparty's obligations under the repurchase agreement are
collateralized with U.S. Treasury and/or agency obligations with a market value
of not less than 100% of the obligations, valued daily. Collateral is held by
the fund's custodian in a segregated, safekeeping account for the benefit of the
fund. Repurchase agreements afford the fund an opportunity to earn income on
temporarily available cash at low risk. In the event of commencement of
bankruptcy or insolvency proceedings with respect to the

                                        8
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seller of the security before repurchase of the security under a repurchase
agreement, the fund may encounter delay and incur costs before being able to
sell the security. Such a delay may involve loss of interest or a decline in
price of the security. If the court characterizes the transaction as a loan and
the fund has not perfected a security interest in the security, the fund may be
required to return the security to the seller's estate and be treated as an
unsecured creditor of the seller. As an unsecured creditor, the fund would be at
risk of losing some or all of the principal and interest involved in the
transaction. The fund may not be seeking to achieve the capital growth portion
of its investment objective when investing in repurchase agreements, which
produce ordinary income.

SHORT SALES AGAINST THE BOX

The fund may sell securities "short against the box." A short sale involves the
fund borrowing securities from a broker and selling the borrowed securities. The
fund has an obligation to return securities identical to the borrowed securities
to the broker. In a short sale against the box, the fund at all times owns an
equal amount of the security sold short or securities convertible into or
exchangeable for, with or without payment of additional consideration, an equal
amount of the security sold short. The fund intends to use short sales against
the box to hedge. For example, when the fund believes that the price of a
current portfolio security may decline, the fund may use a short sale against
the box to lock in a sale price for a security rather than selling the security
immediately. In such a case, any future losses in the fund's long position
should be offset by a gain in the short position and, conversely, any gain in
the long position should be reduced by a loss in the short position.

If the fund effects a short sale against the box at a time when it has an
unrealized gain on the security, it may be required to recognize that gain as if
it had actually sold the security (a "constructive sale") on the date it effects
the short sale. However, such constructive sale treatment may not apply if the
fund closes out the short sale with securities other than the appreciated
securities held at the time of the short sale provided that certain other
conditions are satisfied. Uncertainty regarding certain tax consequences of
effecting short sales may limit the extent to which the fund may make short
sales against the box.

ASSET SEGREGATION

The 1940 Act requires that the fund segregate assets in connection with certain
types of transactions that may have the effect of leveraging the fund's
portfolio. If the fund enters into a transaction requiring segregation, such as
a forward commitment, the custodian or Pioneer will segregate liquid assets in
an amount required to comply with the 1940 Act. Such segregated assets will be
valued at market daily. If the aggregate value of such segregated assets
declines below the aggregate value required to satisfy the 1940 Act, additional
liquid assets will be segregated.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES

The fund may purchase securities, including U.S. government securities, on a
when-issued basis or may purchase or sell securities for delayed delivery. In
such transactions, delivery of the securities occurs beyond the normal
settlement period, but no payment or delivery is made by the fund prior to the
actual delivery or payment by the other party to the transaction. The fund will
not earn income on these securities until delivered. The purchase of securities
on a when-issued or delayed delivery basis involves the risk that the value of
the securities purchased will decline prior to the settlement date. The sale of
securities for delayed delivery involves the risk that the prices available in
the market on the delivery date may be greater than those obtained in the sale
transaction. The fund's obligations with respect to when-issued and delayed
delivery transactions will be fully collateralized by segregating liquid assets
with a value equal to the fund's obligations. See "Asset Segregation."

                                        9
<PAGE>

PORTFOLIO TURNOVER


It is the policy of the fund not to engage in trading for short-term profits
although portfolio turnover rate is not considered a limiting factor in the
execution of investment decisions for the fund. See "Annual Fee, Expense and
Other Information" for the fund's annual portfolio turnover rate.

MARKET SEGMENTS

The fund may not "concentrate" its assets in securities of companies in a
particular industry. The fund would be concentrating if it invested more than
25% of its assets in the securities of issuers within the same industry. At
times, more than 25% of the fund's assets may be invested in the same market
segment, such as financials or technology. To the extent that the fund
emphasizes its investments in a market segment, the fund may be subject to a
greater degree to the risks particular to such segment and experience greater
market fluctuation than a fund without the same exposure to those industries.
For example, the industries in the financial segment are subject to extensive
government regulation and can be significantly affected by availability and cost
of capital funds, changes in competition among industries in the segment,
changes in interest rates, and the rate of corporate and consumer debt defaults.
The industries in the technology segment can be significantly affected by
rapidly evolving technology, short product lives, rates of corporate
expenditures, falling prices and profits, competition from new market entrants,
and general economic conditions.


FOREIGN CURRENCY TRANSACTIONS

The fund may engage in foreign currency transactions. These transactions may be
conducted at the prevailing spot rate for purchasing or selling currency in the
foreign exchange market. The fund also has authority to enter into forward
foreign currency exchange contracts involving currencies of the different
countries in which the fund invests as a hedge against possible variations in
the foreign exchange rates between these currencies and the U.S. dollar. This is
accomplished through contractual agreements to purchase or sell a specified
currency at a specified future date and price set at the time of the contract.

Transaction hedging is the purchase or sale of forward foreign currency
contracts with respect to specific receivables or payables of the fund, accrued
in connection with the purchase and sale of its portfolio securities quoted in
foreign currencies. Portfolio hedging is the use of forward foreign currency
contracts to offset portfolio security positions denominated or quoted in such
foreign currencies. There is no guarantee that the fund will be engaged in
hedging activities when adverse exchange rate movements occur. The fund will not
attempt to hedge all of its foreign portfolio positions and will enter into such
transactions only to the extent, if any, deemed appropriate by Pioneer.

Hedging against a decline in the value of a currency does not eliminate
fluctuations in the prices of portfolio securities or prevent losses if the
prices of such securities decline. Such transactions also limit the opportunity
for gain if the value of the hedged currency should rise. Moreover, it may not
be possible for the fund to hedge against a devaluation that is so generally
anticipated that the fund is not able to contract to sell the currency at a
price above the devaluation level it anticipates.

The cost to the fund of engaging in foreign currency transactions varies with
such factors as the currency involved, the size of the contract, the length of
the contract period, differences in interest rates between the two currencies
and the market conditions then prevailing. Since transactions in foreign
currency and forward contracts are usually conducted on a principal basis, no
fees or commissions are involved. The fund may close out a forward position in a
currency by selling the forward contract or by entering into an offsetting
forward contract.

                                       10
<PAGE>

The precise matching of the forward contract amounts and the value of the
securities involved will not generally be possible because the future value of
such securities in foreign currencies will change as a consequence of market
movements in the value of those securities between the date on which the
contract is entered into and the date it matures. Using forward contracts to
protect the value of the fund's portfolio securities against a decline in the
value of a currency does not eliminate fluctuations in the underlying prices of
the securities. It simply establishes a rate of exchange which the fund can
achieve at some future point in time. The precise projection of short-term
currency market movements is not possible, and short-term hedging provides a
means of fixing the U.S. dollar value of only a portion of the fund's foreign
assets.

While the fund will enter into forward contracts to reduce currency exchange
rate risks, transactions in such contracts involve certain other risks. While
the fund may benefit from such transactions, unanticipated changes in currency
prices may result in a poorer overall performance for the fund than if it had
not engaged in any such transactions. Moreover, there may be imperfect
correlation between the fund's portfolio holdings of securities quoted or
denominated in a particular currency and forward contracts entered into by the
fund. Such imperfect correlation may cause the fund to sustain losses which will
prevent the fund from achieving a complete hedge or expose the fund to risk of
foreign exchange loss.

Over-the-counter markets for trading foreign forward currency contracts offer
less protection against defaults than is available when trading in currency
instruments on an exchange. Since a forward foreign currency exchange contract
is not guaranteed by an exchange or clearinghouse, a default on the contract
would deprive the fund of unrealized profits or force the fund to cover its
commitments for purchase or resale, if any, at the current market price.

If the fund enters into a forward contract to purchase foreign currency, the
custodian or Pioneer will segregate liquid assets. See "Asset Segregation."

OPTIONS ON FOREIGN CURRENCIES

The fund may purchase and write options on foreign currencies for hedging
purposes in a manner similar to that of transactions in forward contracts. For
example, a decline in the dollar value of a foreign currency in which portfolio
securities are quoted or denominated will reduce the dollar value of such
securities, even if their value in the foreign currency remains constant. In an
attempt to protect against such decreases in the value of portfolio securities,
the fund may purchase put options on the foreign currency. If the value of the
currency declines, the fund will have the right to sell such currency for a
fixed amount of dollars which exceeds the market value of such currency. This
would result in a gain that may offset, in whole or in part, the negative effect
of currency depreciation on the value of the fund's securities quoted or
denominated in that currency.

Conversely, if a rise in the dollar value of a currency is projected for those
securities to be acquired, thereby increasing the cost of such securities, the
fund may purchase call options on such currency. If the value of such currency
increases, the purchase of such call options would enable the fund to purchase
currency for a fixed amount of dollars which is less than the market value of
such currency. Such a purchase would result in a gain that may offset, at least
partially, the effect of any currency related increase in the price of
securities the fund intends to acquire. As in the case of other types of options
transactions, however, the benefit the fund derives from purchasing foreign
currency options will be reduced by the amount of the premium and related
transaction costs. In addition, if currency exchange rates do not move in the
direction or to the extent anticipated, the fund could sustain losses on
transactions in foreign currency options which would deprive it of a portion or
all of the benefits of advantageous changes in such rates.

                                       11
<PAGE>

The fund may also write options on foreign currencies for hedging purposes. For
example, if the fund anticipated a decline in the dollar value of securities
quoted or denominated in a foreign currency because of declining exchange rates,
it could, instead of purchasing a put option, write a covered call option on the
relevant currency. If the expected decline occurs, the option will most likely
not be exercised, and the decrease in value of portfolio securities will be
partially offset by the amount of the premium received by the fund.

Similarly, the fund could write a put option on the relevant currency, instead
of purchasing a call option, to hedge against an anticipated increase in the
dollar cost of securities to be acquired. If exchange rates move in the manner
projected, the put option will expire unexercised and allow the fund to offset
such increased cost up to the amount of the premium. However, as in the case of
other types of options transactions, the writing of a foreign currency option
will constitute only a partial hedge up to the amount of the premium, only if
rates move in the expected direction. If unanticipated exchange rate
fluctuations occur, the option may be exercised and the fund would be required
to purchase or sell the underlying currency at a loss which may not be fully
offset by the amount of the premium. As a result of writing options on foreign
currencies, the fund also may be required to forgo all or a portion of the
benefits which might otherwise have been obtained from favorable movements in
currency exchange rates.

A call option written on foreign currency by the fund is "covered" if the fund
owns the underlying foreign currency subject to the call, or if it has an
absolute and immediate right to acquire that foreign currency without additional
cash consideration. A call option is also covered if the fund holds a call on
the same foreign currency for the same principal amount as the call written
where the exercise price of the call held is (a) equal to or less than the
exercise price of the call written or (b) greater than the exercise price of the
call written if the amount of the difference is maintained by the fund in cash
or liquid securities. See "Asset Segregation."

The fund may close out its position in a currency option by either selling the
option it has purchased or entering into an offsetting option. An
exchange-traded options position may be closed out only on an options exchange
which provides a secondary market for an option of the same series. Although the
fund will generally purchase or write only those options for which there appears
to be an active secondary market, there is no assurance that a liquid secondary
market on an exchange will exist for any particular option, or at any particular
time. For some options no secondary market on an exchange may exist. In such
event, it might not be possible to effect closing transactions in particular
options, with the result that the fund would have to exercise its options in
order to realize any profit and would incur transaction costs upon the sale of
underlying currencies pursuant to the exercise of put options. If the fund as a
covered call option writer is unable to effect a closing purchase transaction in
a secondary market, it will not be able to sell the underlying currency (or
security quoted or denominated in that currency) until the option expires or it
delivers the underlying currency upon exercise.

The fund may purchase and write over-the-counter options to the extent
consistent with its limitation on investments in illiquid securities. Trading in
over-the-counter options is subject to the risk that the other party will be
unable or unwilling to close out options purchased or written by the fund.

OPTIONS ON SECURITIES AND SECURITIES INDICES

For hedging purposes or to increase total return, the fund may purchase put and
call options on any security in which it may invest or options on any securities
index based on securities in which it may invest. The fund would also be able to
enter into closing sale transactions in order to realize gains or minimize
losses on options it has purchased.

                                       12
<PAGE>

WRITING CALL AND PUT OPTIONS ON SECURITIES. A call option written by the fund
obligates the fund to sell specified securities to the holder of the option at a
specified price if the option is exercised at any time before the expiration
date. All call options written by the fund are covered, which means that the
fund will own the securities subject to the options as long as the options are
outstanding, or the fund will use the other methods described below. The fund's
purpose in writing covered call options is to realize greater income than would
be realized on portfolio securities transactions alone. However, the fund may
forgo the opportunity to profit from an increase in the market price of the
underlying security.

A put option written by the fund would obligate the fund to purchase specified
securities from the option holder at a specified price if the option is
exercised at any time before the expiration date. All put options written by the
fund would be covered, which means that the fund would have segregated assets
with a value at least equal to the exercise price of the put option. The purpose
of writing such options is to generate additional income for the fund. However,
in return for the option premium, the fund accepts the risk that it may be
required to purchase the underlying security at a price in excess of its market
value at the time of purchase.

Call and put options written by the fund will also be considered to be covered
to the extent that the fund's liabilities under such options are wholly or
partially offset by its rights under call and put options purchased by the fund.
In addition, a written call option or put may be covered by entering into an
offsetting forward contract and/or by purchasing an offsetting option or any
other option which, by virtue of its exercise price or otherwise, reduces the
fund's net exposure on its written option position.

WRITING CALL AND PUT OPTIONS ON SECURITIES INDICES. The fund may also write
(sell) covered call and put options on any securities index composed of
securities in which it may invest. Options on securities indices are similar to
options on securities, except that the exercise of securities index options
requires cash payments and does not involve the actual purchase or sale of
securities. In addition, securities index options are designed to reflect price
fluctuations in a group of securities or segments of the securities market
rather than price fluctuations in a single security.

The fund may cover call options on a securities index by owning securities whose
price changes are expected to be similar to those of the underlying index, or by
having an absolute and immediate right to acquire such securities without
additional cash consideration (or for additional consideration if cash in such
amount is segregated) upon conversion or exchange of other securities in its
portfolio. The fund may cover call and put options on a securities index by
segregating assets with a value equal to the exercise price.

PURCHASING CALL AND PUT OPTIONS. The fund would normally purchase call options
in anticipation of an increase in the market value of securities of the type in
which it may invest. The purchase of a call option would entitle the fund, in
return for the premium paid, to purchase specified securities at a specified
price during the option period. The fund would ordinarily realize a gain if,
during the option period, the value of such securities exceeded the sum of the
exercise price, the premium paid and transaction costs; otherwise the fund would
realize either no gain or a loss on the purchase of the call option.

The fund would normally purchase put options in anticipation of a decline in the
market value of securities in its portfolio ("protective puts") or in securities
in which it may invest. The purchase of a put option would entitle the fund, in
exchange for the premium paid, to sell specified securities at a specified price
during the option period. The purchase of protective puts is designed to offset
or hedge against a decline in the market value of the fund's securities. Put
options may also be purchased by the fund for the purpose of affirmatively
benefiting from a decline in the price of securities which it does not own. The
fund would ordinarily realize a gain if, during the option period, the value of
the underlying securities decreased below the exercise price sufficiently to
more than cover the premium and transaction costs;

                                       13
<PAGE>

otherwise the fund would realize either no gain or a loss on the purchase of the
put option. Gains and losses on the purchase of protective put options would
tend to be offset by countervailing changes in the value of the underlying
portfolio securities.

The fund may terminate its obligations under an exchange-traded call or put
option by purchasing an option identical to the one it has written. Obligations
under over-the-counter options may be terminated only by entering into an
offsetting transaction with the counterparty to such option. Such purchases are
referred to as "closing purchase transactions."

RISKS OF TRADING OPTIONS. There is no assurance that a liquid secondary market
on an options exchange will exist for any particular exchange-traded option, or
at any particular time. If the fund is unable to effect a closing purchase
transaction with respect to covered options it has written, the fund will not be
able to sell the underlying securities or dispose of its segregated assets until
the options expire or are exercised. Similarly, if the fund is unable to effect
a closing sale transaction with respect to options it has purchased, it will
have to exercise the options in order to realize any profit and will incur
transaction costs upon the purchase or sale of underlying securities.

Reasons for the absence of a liquid secondary market on an exchange include the
following: (i) there may be insufficient trading interest in certain options;
(ii) restrictions may be imposed by an exchange on opening or closing
transactions or both; (iii) trading halts, suspensions or other restrictions may
be imposed with respect to particular classes or series of options; (iv) unusual
or unforeseen circumstances may interrupt normal operations on an exchange; (v)
the facilities of an exchange or the Options Clearing Corporation (the "OCC")
may not at all times be adequate to handle current trading volume; or (vi) one
or more exchanges could, for economic or other reasons, decide or be compelled
at some future date to discontinue the trading of options (or a particular class
or series of options), in which event the secondary market on that exchange (or
in that class or series of options) would cease to exist, although outstanding
options on that exchange, if any, that had been issued by the OCC as a result of
trades on that exchange would continue to be exercisable in accordance with
their terms.

The fund may purchase and sell both options that are traded on U.S. and non-U.S.
exchanges and options traded over the counter with broker-dealers who make
markets in these options. The ability to terminate over-the-counter options is
more limited than with exchange-traded options and may involve the risk that
broker-dealers participating in such transactions will not fulfill their
obligations. Until such time as the staff of the SEC changes its position, the
fund will treat purchased over-the-counter options and all assets used to cover
written over-the-counter options as illiquid securities, except that with
respect to options written with primary dealers in U.S. government securities
pursuant to an agreement requiring a closing purchase transaction at a formula
price, the amount of illiquid securities may be calculated with reference to the
formula.

Transactions by the fund in options on securities and indices will be subject to
limitations established by each of the exchanges, boards of trade or other
trading facilities governing the maximum number of options in each class which
may be written or purchased by a single investor or group of investors acting in
concert. Thus, the number of options which the fund may write or purchase may be
affected by options written or purchased by other investment advisory clients of
Pioneer. An exchange, board of trade or other trading facility may order the
liquidations of positions found to be in excess of these limits, and it may
impose certain other sanctions.

The writing and purchase of options is a highly specialized activity which
involves investment techniques and risks different from those associated with
ordinary portfolio securities transactions. The successful use of protective
puts for hedging purposes depends in part on Pioneer's ability to predict future
price fluctuations and the degree of correlation between the options and
securities markets.

                                       14
<PAGE>

The hours of trading for options may not conform to the hours during which the
underlying securities are traded. To the extent that the options markets close
before the markets for the underlying securities, significant price movements
can take place in the underlying markets that cannot be reflected in the options
markets.

In addition to the risks of imperfect correlation between the fund's portfolio
and the index underlying the option, the purchase of securities index options
involves the risk that the premium and transaction costs paid by the fund in
purchasing an option will be lost. This could occur as a result of unanticipated
movements in the price of the securities comprising the securities index on
which the option is based.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

To hedge against changes in securities prices or currency exchange rates or to
seek to increase total return, the fund may purchase and sell various kinds of
futures contracts, and purchase and write (sell) call and put options on any of
such futures contracts. The fund may also enter into closing purchase and sale
transactions with respect to any of such contracts and options. The futures
contracts may be based on various securities (such as U.S. government
securities), securities indices, foreign currencies and other financial
instruments and indices. All futures contracts entered into by the fund are
traded on U.S. exchanges or boards of trade that are licensed and regulated by
the Commodity Futures Trading Commission (the "CFTC") or on non-U.S. exchanges.

FUTURES CONTRACTS. A futures contract may generally be described as an agreement
between two parties to buy and sell particular financial instruments for an
agreed price during a designated month (or to deliver the final cash settlement
price, in the case of a contract relating to an index or otherwise not calling
for physical delivery at the end of trading in the contract).

When interest rates are rising or securities prices are falling, the fund can
seek to offset a decline in the value of its current portfolio securities
through the sale of futures contracts. When interest rates are falling or
securities prices are rising, the fund, through the purchase of futures
contracts, can attempt to secure better rates or prices than might later be
available in the market when it effects anticipated purchases. Similarly, the
fund can sell futures contracts on a specified currency to protect against a
decline in the value of such currency and a decline in the value of its
portfolio securities which are denominated in such currency. The fund can
purchase futures contracts on a foreign currency to establish the price in U.S.
dollars of a security denominated in such currency that the fund has acquired or
expects to acquire.

Positions taken in the futures markets are not normally held to maturity but are
instead liquidated through offsetting transactions which may result in a profit
or a loss. While futures contracts on securities or currency will usually be
liquidated in this manner, the fund may instead make, or take, delivery of the
underlying securities or currency whenever it appears economically advantageous
to do so. A clearing corporation associated with the exchange on which futures
on securities or currency are traded guarantees that, if still open, the sale or
purchase will be performed on the settlement date.

HEDGING STRATEGIES. Hedging, by use of futures contracts, seeks to establish
with more certainty the effective price, rate of return and currency exchange
rate on portfolio securities and securities that the fund owns or proposes to
acquire. The fund may, for example, take a "short" position in the futures
market by selling futures contracts in order to hedge against an anticipated
rise in interest rates or a decline in market prices or foreign currency rates
that would adversely affect the value of the fund's portfolio securities. Such
futures contracts may include contracts for the future delivery of securities
held by the fund or securities with characteristics similar to those of the
fund's portfolio securities. Similarly, the fund may sell futures contracts in a
foreign currency in which its portfolio securities are denominated

                                       15
<PAGE>

or in one currency to hedge against fluctuations in the value of securities
denominated in a different currency if there is an established historical
pattern of correlation between the two currencies. If, in the opinion of
Pioneer, there is a sufficient degree of correlation between price trends for
the fund's portfolio securities and futures contracts based on other financial
instruments, securities indices or other indices, the fund may also enter into
such futures contracts as part of its hedging strategies. Although under some
circumstances prices of securities in the fund's portfolio may be more or less
volatile than prices of such futures contracts, Pioneer will attempt to estimate
the extent of this volatility difference based on historical patterns and
compensate for any such differential by having the fund enter into a greater or
lesser number of futures contracts or by attempting to achieve only a partial
hedge against price changes affecting the fund's portfolio securities. When
hedging of this character is successful, any depreciation in the value of
portfolio securities will be substantially offset by appreciation in the value
of the futures position. On the other hand, any unanticipated appreciation in
the value of the fund's portfolio securities would be substantially offset by a
decline in the value of the futures position.

On other occasions, the fund may take a "long" position by purchasing futures
contracts. This may be done, for example, when the fund anticipates the
subsequent purchase of particular securities when it has the necessary cash, but
expects the prices or currency exchange rates then available in the applicable
market to be less favorable than prices or rates that are currently available.

OPTIONS ON FUTURES CONTRACTS. The acquisition of put and call options on futures
contracts will give the fund the right (but not the obligation) for a specified
price to sell or to purchase, respectively, the underlying futures contract at
any time during the option period. As the purchaser of an option on a futures
contract, the fund obtains the benefit of the futures position if prices move in
a favorable direction but limits its risk of loss in the event of an unfavorable
price movement to the loss of the premium and transaction costs.

The writing of a call option on a futures contract generates a premium which may
partially offset a decline in the value of the fund's assets. By writing a call
option, the fund becomes obligated, in exchange for the premium, to sell a
futures contract (if the option is exercised), which may have a value higher
than the exercise price. Conversely, the writing of a put option on a futures
contract generates a premium which may partially offset an increase in the price
of securities that the fund intends to purchase. However, the fund becomes
obligated to purchase a futures contract (if the option is exercised) which may
have a value lower than the exercise price. Thus, the loss incurred by the fund
in writing options on futures is potentially unlimited and may exceed the amount
of the premium received. The fund will incur transaction costs in connection
with the writing of options on futures.

The holder or writer of an option on a futures contract may terminate its
position by selling or purchasing an offsetting option on the same series. There
is no guarantee that such closing transactions can be effected. The fund's
ability to establish and close out positions on such options will be subject to
the development and maintenance of a liquid market.

OTHER CONSIDERATIONS. The fund will engage in futures and related options
transactions only in accordance with CFTC regulations which permit principals of
an investment company registered under the 1940 Act to engage in such
transactions without registering as commodity pool operators.

The fund will engage in transactions in futures contracts and related options
only to the extent such transactions are consistent with the requirements of the
Internal Revenue Code of 1986, as amended (the "Code"), for maintaining its
qualification as a regulated investment company for U.S. federal income tax
purposes.

                                       16
<PAGE>

Futures contracts and related options involve brokerage costs, require margin
deposits and, in the case of contracts and options obligating the fund to
purchase securities or currencies, require the fund to segregate assets to cover
such contracts and options.

While transactions in futures contracts and options on futures may reduce
certain risks, such transactions themselves entail certain other risks. Thus,
while the fund may benefit from the use of futures and options on futures,
unanticipated changes in interest rates, securities prices or currency exchange
rates may result in a poorer overall performance for the fund than if it had not
entered into any futures contracts or options transactions. In the event of an
imperfect correlation between a futures position and a portfolio position which
is intended to be protected, the desired protection may not be obtained and the
fund may be exposed to risk of loss. It is not possible to hedge fully or
perfectly against the effect of currency fluctuations on the value of non-U.S.
securities because currency movements impact the value of different securities
in differing degrees.

WARRANTS AND STOCK PURCHASE RIGHTS

The fund may invest in warrants, which are securities permitting, but not
obligating, their holder to subscribe for other securities. Warrants do not
carry with them the right to dividends or voting rights with respect to the
securities that they entitle their holders to purchase, and they do not
represent any rights in the assets of the issuer.

The fund may also invest in stock purchase rights. Stock purchase rights are
instruments, frequently distributed to an issuer's shareholders as a dividend,
that entitle the holder to purchase a specific number of shares of common stock
on a specific date or during a specific period of time. The exercise price on
the rights is normally at a discount from market value of the common stock at
the time of distribution. The rights do not carry with them the right to
dividends or to vote and may or may not be transferable. Stock purchase rights
are frequently used outside of the United States as a means of raising
additional capital from an issuer's current shareholders.

As a result, an investment in warrants or stock purchase rights may be
considered more speculative than certain other types of investments. In
addition, the value of a warrant or a stock purchase right does not necessarily
change with the value of the underlying securities, and warrants and stock
purchase rights expire worthless if they are not exercised on or prior to their
expiration date.

PREFERRED SHARES

The fund may invest in preferred shares of beneficial interest of trust
instruments. Preferred shares are equity securities, but they have many
characteristics of fixed income securities, such as a fixed dividend payment
rate and/or a liquidity preference over the issuer's common shares. However,
because preferred shares are equity securities, they may be more susceptible to
risks traditionally associated with equity investments than the fund's fixed
income securities.

LENDING OF PORTFOLIO SECURITIES


The fund may lend portfolio securities to registered broker-dealers or other
institutional investors deemed by Pioneer to be of good standing under
agreements which require that the loans be secured continuously by collateral in
cash, cash equivalents or U.S. Treasury bills maintained on a current basis at
an amount at least equal to the market value of the securities loaned. The fund
continues to receive the equivalent of the interest or dividends paid by the
issuer on the securities loaned as well as the benefit of an increase and the
detriment of any decrease in the market value of the securities loaned and would
also receive compensation based on investment of the collateral. The fund may
pay administrative and custodial fees


                                       17
<PAGE>


in connection with loans of securities and may pay a portion of the income or
fee earned thereon to the borrower, lending agent or other intermediary. The
fund would not, however, have the right to vote any securities having voting
rights during the existence of the loan, but would call the loan in anticipation
of an important vote to be taken among holders of the securities or of the
giving or withholding of consent on a material matter affecting the investment.


As with other extensions of credit, there are risks of delay in recovery or even
loss of rights in the collateral should the borrower of the securities fail
financially. The fund will lend portfolio securities only to firms that have
been approved in advance by the Board of Trustees, which will monitor the
creditworthiness of any such firms. At no time would the value of the securities
loaned exceed 33 1/3% of the value of the fund's total assets.


DISCLOSURE OF PORTFOLIO HOLDINGS

The fund's Board of Trustees has adopted policies and procedures relating to
disclosure of the fund's portfolio securities. These policies and procedures are
designed to provide a framework for disclosing information regarding portfolio
holdings, portfolio composition or other portfolio characteristics consistent
with applicable regulations of the federal securities laws and general
principles of fiduciary duty relating to fund shareholders. While Pioneer may
manage other funds and accounts that have substantially similar investment
strategies, these policies and procedures only relate to the disclosure of
portfolio information of registered management investment companies.

Generally, Pioneer will make the fund's portfolio information available to the
public on a monthly basis with an appropriate delay based upon the nature of the
information disclosed. Pioneer normally will publish the fund's full portfolio
holdings thirty (30) days after the end of each month. Such information shall be
made available on the fund's website (www.pioneerfunds.com) and may be sent to
rating agencies, reporting/news services and financial intermediaries, upon
request. In addition, Pioneer generally makes publicly available information
regarding the fund's top ten holdings (including the percentage of the fund's
assets represented by each security), the percentage breakdown of the fund's
investments by country, sector and industry, various volatility measures (such
as beta, standard deviation, etc.), market capitalization ranges and other
portfolio characteristics (such as alpha, average P/E ratio, etc.) three (3)
business days after the end of each month.

Pioneer may provide the fund's full portfolio holdings or other information to
certain entities prior to the date such information is made public, provided
that certain conditions are met. The entities to which such disclosure may be
made as of the date of this Statement of Additional Information are rating
agencies, plan sponsors, prospective separate account clients and other
financial intermediaries (i.e., organizations evaluating the fund for purposes
of investment by their clients, such as broker-dealers, investment advisers,
banks, insurance companies, financial planning firms, plan sponsors, plan
administrators, shareholder servicing organizations and pension consultants).
The third party must agree to a limited use of that information which does not
conflict with the interests of the fund's shareholders, to use the information
only for that authorized purpose, to keep such information confidential, and not
to trade on such information. The Board of Trustees considered the disclosure of
portfolio holdings information to these categories of entities to be consistent
with the best interests of shareholders in light of the agreement to maintain
the confidentiality of such information and only to use such information for the
limited and approved purposes. Pioneer's compliance department, the local head
of investment management and the global chief investment officer may, but only
acting jointly, grant exemptions to this policy. Exemptions may be granted only
if these persons determine that providing such information is consistent with
the interests of shareholders and the third party agrees to limit the use of
such information only for the authorized purpose, to keep such information
confidential, and not to trade on such information. Although the Board will
periodically be informed of exemptions granted, granting exemptions entails the


                                       18
<PAGE>


risk that portfolio holdings information may be provided to entities that use
the information in a manner inconsistent with their obligations and the best
interests of the fund.

Compliance with the fund's portfolio holdings disclosure policy is subject to
periodic review by the Board of Trustees, including a review of any potential
conflicts of interest in the disclosures made by Pioneer in accordance with the
policy or the exceptions permitted under the policy. Any change to the policy to
expand the categories of entities to which portfolio holdings may be disclosed
or an increase in the purposes for which such disclosure may be made would be
subject to approval by the Board of Trustees and, reflected, if material, in a
supplement to the fund's Statement of Additional Information.

The fund's portfolio holdings disclosure policy is not intended to prevent the
disclosure of any and all portfolio information to the fund's service providers
who generally need access to such information in the performance of their
contractual duties and responsibilities, such as Pioneer, the fund's custodian,
fund accounting agent, principal underwriter, investment sub-adviser, if any,
auditors or counsel. In approving the policy, the Board of Trustees considered
that the service providers are subject to duties of confidentiality arising
under law or contract that provide an adequate safeguard for such information.
Neither Pioneer nor the fund receives any compensation or other consideration
from these arrangements for the release of the fund's portfolio holdings
information.

In addition, the fund makes its portfolio holdings available semi-annually in
shareholder reports filed on Form N-CSR and after the first and third fiscal
quarters in regulatory filings on Form N-Q. These shareholder reports and
regulatory filings are filed with the SEC, as required by the federal securities
laws, and are generally available within seventy (70) days after the end of the
fund's fiscal quarter.


INVESTMENT RESTRICTIONS

FUNDAMENTAL INVESTMENT RESTRICTIONS

The fund has adopted certain fundamental investment restrictions which, along
with the fund's investment objective, may not be changed without the affirmative
vote of the holders of a "majority of the outstanding voting securities" (as
defined in the 1940 Act) of the fund. Statements in italics are not part of the
restriction. For this purpose, a majority of the outstanding shares of the fund
means the vote of the lesser of:

(i) 67% or more of the shares represented at a meeting, if the holders of more
than 50% of the outstanding shares are present in person or by proxy, or

(ii) more than 50% of the outstanding shares of the fund.

The fund may not:

(1) Issue senior securities, except to the extent permitted by applicable law,
as amended and interpreted or modified from time to time by any regulatory
authority having jurisdiction. SENIOR SECURITIES THAT THE FUND MAY ISSUE IN
ACCORDANCE WITH THE 1940 ACT INCLUDE BORROWING, FUTURES, WHEN-ISSUED AND DELAYED
DELIVERY SECURITIES AND FORWARD FOREIGN CURRENCY EXCHANGE TRANSACTIONS.

(2) Borrow money, except on a temporary basis and to the extent permitted by
applicable law, as amended and interpreted or modified from time to time by any
regulatory authority having jurisdiction. UNDER CURRENT REGULATORY REQUIREMENTS,
THE FUND MAY: (A) BORROW FROM BANKS OR THROUGH REVERSE REPURCHASE AGREEMENTS IN
AN AMOUNT UP TO 33 1/3% OF THE FUND'S TOTAL ASSETS (INCLUDING THE AMOUNT

                                       19
<PAGE>

BORROWED); (B) 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; (D) PURCHASE SECURITIES ON MARGIN TO THE EXTENT
PERMITTED BY APPLICABLE LAW; AND (E) ENGAGE IN TRANSACTIONS IN MORTGAGE DOLLAR
ROLLS THAT ARE ACCOUNTED FOR AS FINANCINGS.

(3) Invest in real estate, except (a) that the fund may invest in securities of
issuers that invest in real estate or interests therein, securities that are
secured by real estate or interests therein, securities of real estate
investment trusts, mortgage-backed securities and other securities that
represent a similar indirect interest in real estate; and (b) the fund may
acquire real estate or interests therein through exercising rights or remedies
with regard to an instrument or security.

(4) Make loans, except that the fund may (i) lend portfolio securities in
accordance with the fund's investment policies, (ii) enter into repurchase
agreements, (iii) purchase all or a portion of an issue of publicly distributed
debt securities, bank loan participation interests, bank certificates of
deposit, bankers' acceptances, debentures or other securities, whether or not
the purchase is made upon the original issuance of the securities, (iv)
participate in a credit facility whereby the fund may directly lend to and
borrow money from other affiliated funds to the extent permitted under the 1940
Act or an exemption therefrom, and (v) make loans in any other manner consistent
with applicable law, as amended and interpreted or modified from time to time by
any regulatory authority having jurisdiction.

(5) Invest in commodities or commodity contracts, except that the fund may
invest in currency instruments and currency contracts and financial instruments
and financial contracts that might be deemed to be commodities and commodity
contracts in accordance with applicable law. A FUTURES CONTRACT, FOR EXAMPLE,
MAY BE DEEMED TO BE A COMMODITY CONTRACT.


(6) Make any investment inconsistent with its classification as a diversified
open-end investment company (or series thereof) under the 1940 Act. CURRENTLY,
DIVERSIFICATION MEANS THAT, WITH RESPECT TO 75% OF ITS TOTAL ASSETS, THE FUND
MAY NOT PURCHASE SECURITIES OF AN ISSUER (OTHER THAN THE U.S. GOVERNMENT, ITS
AGENCIES OR INSTRUMENTALITIES AND SECURITIES OF INVESTMENT COMPANIES), IF


     (A)  SUCH PURCHASE WOULD CAUSE MORE THAN 5% OF THE FUND'S TOTAL ASSETS,
TAKEN AT MARKET VALUE, TO BE INVESTED IN THE SECURITIES OF SUCH ISSUER, OR

     (B)  SUCH PURCHASE WOULD AT THE TIME RESULT IN MORE THAN 10% OF THE
OUTSTANDING VOTING SECURITIES OF SUCH ISSUER BEING HELD BY THE FUND.

(7) Act as an underwriter, except insofar as the fund technically may be deemed
to be an underwriter in connection with the purchase or sale of its portfolio
securities.


(8) Concentrate its investments in securities of companies in any particular
industry. IN THE OPINION OF THE SEC, INVESTMENTS ARE CONCENTRATED IN A
PARTICULAR INDUSTRY IF SUCH INVESTMENTS AGGREGATE 25% OR MORE OF THE FUND'S
TOTAL ASSETS. WHEN IDENTIFYING INDUSTRIES FOR PURPOSES OF ITS CONCENTRATION
POLICY, THE FUND WILL RELY UPON AVAILABLE INDUSTRY CLASSIFICATIONS. AS OF THE
DATE OF THIS SAI, THE FUND RELIED ON MSCI GLOBAL INDUSTRY CLASSIFICATION
STANDARD (GICS) CLASSIFICATIONS. THE FUND'S POLICY DOES NOT APPLY TO INVESTMENTS
IN U.S. GOVERNMENT SECURITIES.


NON-FUNDAMENTAL INVESTMENT RESTRICTIONS

The following restriction has been designated as non-fundamental and may be
changed by a vote of the fund's Board of Trustees without approval of
shareholders: the fund may not engage in short sales, except short sales against
the box.

                                       20
<PAGE>

As a non-fundamental policy, the fund will not invest in any investment company
in reliance on Section 12(d)(1)(F) or Section 12(d)(1)(G) of the 1940 Act so
long as another investment company invests in the fund in reliance on Section
12(d)(1)(G).

As long as the fund is registered in the Federal Republic of Germany, Austria or
Switzerland, the fund may not without the prior approval of its shareholders:


(i) Acquire the shares/units of any other pool of assets, irrespective of its
legal form and type, which is invested according to the principle of
risk-spreading. 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;


(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, hypothecate or otherwise encumber its assets except in
connection with borrowings by the fund;

(v) Purchase securities on margin or make short sales;

(vi) Redeem its securities in-kind;


(vii) Invest in interests in oil, gas or other mineral exploration or
development leases or programs; or

(viii) Invest in participations of venture capital or private equity funds.


Further, as long as the 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.

                                       21
<PAGE>

In the case of a change in the laws of Germany, Austria or Switzerland
applicable to the fund, the Trustees have the right to adjust the above
restrictions relating to the fund's registration in these countries accordingly
without the prior approval of the shareholders.

To the extent that an investment restriction imposed by a non-U.S. jurisdiction
in which the fund offers shares differs from the equivalent restriction under
the 1940 Act, the fund will invest its assets according to the more restrictive
investment policy. Because these investment policies affect the fund's
investments, all fund shareholders, regardless of country of domicile, will be
invested in a fund, the assets of which are subject to the policies imposed both
by the 1940 Act and the laws of the other jurisdictions in which the fund is
registered. For example, the fund may be subject to laws of the Federal Republic
of Germany regulating the fund's investments. In determining to register the
fund in Germany, Pioneer and the Board of Trustees concluded that such
registration would not adversely affect the fund's ability to adhere to its
investment objective, restrictions and policies.

The following table illustrates which investment restriction the fund would
apply depending on the jurisdictions in which the fund is registered. In each
case, the restrictions of the non-U.S. jurisdiction, if addressed by the
non-U.S. restriction, are stricter than the equivalent U.S. restriction. As a
result, as long as the fund is registered in the Federal Republic of Germany,
Austria or Switzerland, the fund will adhere to the relevant restrictions of
those countries.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                          IF REGISTERED IN THE U.S.,
     CATEGORY OF             IF REGISTERED IN THE U.S.       FEDERAL REPUBLIC OF       IF REGISTERED IN THE U.S.
 INVESTMENT RESTRICTION                 ONLY                GERMANY AND/OR AUSTRIA           AND SWITZERLAND
-----------------------------------------------------------------------------------------------------------------
<S>                          <C>                          <C>                          <C>
Senior securities            Fundamental restriction      Fundamental restriction      Fundamental restriction
                             no. 1 applies                no. 1 applies                no. 1 applies
-----------------------------------------------------------------------------------------------------------------
Borrowing                    Fundamental restriction      Non-fundamental              Non-fundamental
                             no. 2 applies                restriction no. (iii)        restriction no. (iii)
                                                          applies                      applies
-----------------------------------------------------------------------------------------------------------------
Investments in real estate   Fundamental restriction      Non-fundamental              Non-fundamental
                             no. 3 applies                restriction no. (ii)         restriction no. (ii)
                                                          applies                      applies
-----------------------------------------------------------------------------------------------------------------
Lending                      Fundamental restriction      Fundamental restriction      Fundamental restriction
                             no. 4 applies                no. 4 applies                no. 4 applies
-----------------------------------------------------------------------------------------------------------------
Commodities and              Fundamental restriction      Fundamental restriction      Non-fundamental
commodity contracts          no. 5 applies                no. 5 applies                restriction (a) applies
-----------------------------------------------------------------------------------------------------------------
Total assets of fund in      Fundamental restriction      Fundamental restriction      Fundamental restriction
any one company              no. 6(A) applies             no. 6(A) applies             no. 6(A) applies
-----------------------------------------------------------------------------------------------------------------
Percentage ownership of      Fundamental restriction      Fundamental restriction      Non-fundamental
company by fund              no. 6(B) applies             no. 6(B) applies             restriction (b) applies
-----------------------------------------------------------------------------------------------------------------
Acting as underwriter        Fundamental restriction      Fundamental restriction      Fundamental restriction
                             no. 7 applies                no. 7 applies                no. 7 applies
-----------------------------------------------------------------------------------------------------------------
Securities of other          No fundamental restriction   Non-fundamental              Non-fundamental
investment companies                                      restriction (i) applies      restriction (i) applies
-----------------------------------------------------------------------------------------------------------------
Pledging, mortgaging,        No fundamental restriction   Non-fundamental              Non-fundamental
hypothecating or                                          restriction no. (iv)         restriction no. (iv)
otherwise encumbering                                     applies                      applies
assets
-----------------------------------------------------------------------------------------------------------------
</TABLE>

                                       22
<PAGE>


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                          IF REGISTERED IN THE U.S.,
     CATEGORY OF             IF REGISTERED IN THE U.S.       FEDERAL REPUBLIC OF       IF REGISTERED IN THE U.S.
 INVESTMENT RESTRICTION                 ONLY                GERMANY AND/OR AUSTRIA           AND SWITZERLAND
-----------------------------------------------------------------------------------------------------------------
<S>                          <C>                          <C>                          <C>
Purchases on margin or       No fundamental restriction   Non-fundamental              Non-fundamental
make short sales                                          restriction (v) applies      restriction (v) applies
-----------------------------------------------------------------------------------------------------------------
Redemption of securities     No fundamental restriction   Non-fundamental              Non-fundamental
in-kind                                                   restriction (vi) applies     restriction (vi) applies
-----------------------------------------------------------------------------------------------------------------
Oil, gas or other mineral    No fundamental restriction   Non-fundamental              Non-fundamental
exploration or                                            restriction (vii) applies    restriction (vii) applies
development leases or
programs
-----------------------------------------------------------------------------------------------------------------
Call and put options         No fundamental restriction   No fundamental restriction   Non-fundamental
                                                                                       restriction (c) applies
-----------------------------------------------------------------------------------------------------------------
Venture capital or           No fundamental restriction   No fundamental restriction   No fundamental restriction
private equity funds                                      (viii) applies               (viii) applies
-----------------------------------------------------------------------------------------------------------------
Financial instruments        No fundamental restriction   No fundamental restriction   Non-fundamental
used for non-hedging                                                                   restriction (d) applies
which have a leverage
effect
-----------------------------------------------------------------------------------------------------------------
</TABLE>


3.   TRUSTEES AND OFFICERS


The fund's Board of Trustees provides broad supervision over the fund's affairs.
The officers of the fund are responsible for the fund's operations. The fund's
Trustees and officers are listed below, together with their principal
occupations during the past five years. Trustees who are interested persons of
the fund within the meaning of the 1940 Act are referred to as Interested
Trustees. Trustees who are not interested persons of the fund are referred to as
Independent Trustees. Each of the Trustees serves as a trustee of each of the 80
U.S. registered investment portfolios for which Pioneer serves as investment
adviser (the "Pioneer Funds"). The address for all Interested Trustees and all
officers of the fund is 60 State Street, Boston, Massachusetts 02109.


                                       23
<PAGE>


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                                           TERM OF
                        POSITION HELD      OFFICE AND
NAME, AGE               WITH THE           LENGTH OF          PRINCIPAL OCCUPATION                 OTHER DIRECTORSHIPS
AND ADDRESS             FUND               SERVICE            DURING PAST FIVE YEARS               HELD BY THIS TRUSTEE
-------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                <C>                <C>                                  <C>
INTERESTED TRUSTEES:
-------------------------------------------------------------------------------------------------------------------------------
John F.                 Chairman of the    Trustee since      Deputy Chairman and a Director       Chairman and Director of
Cogan, Jr.              Board, Trustee     1982. Serves       of Pioneer Global Asset              ICI Mutual Insurance
(78)*                   and President      until a            Management S.p.A. ("PGAM");          Company; Director of Harbor
                                           successor          Non-Executive Chairman and a         Global Company, Ltd.
                                           trustee is         Director of Pioneer Investment
                                           elected or         Management USA Inc. ("PIM-USA");
                                           earlier            Chairman and a Director of
                                           retirement or      Pioneer; Director of Pioneer
                                           removal.           Alternative Investment
                                                              Management Limited (Dublin);
                                                              President and a Director of
                                                              Pioneer Alternative Investment
                                                              Management (Bermuda) Limited and
                                                              affiliated funds; President and
                                                              a Director of Pioneer Funds
                                                              Distributor, Inc. ("PFD");
                                                              President of all of the Pioneer
                                                              Funds; and Of Counsel (since
                                                              2000, partner prior to 2000),
                                                              Wilmer Cutler Pickering Hale and
                                                              Dorr LLP (counsel to PIM-USA and
                                                              the Pioneer Funds)
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       24
<PAGE>


<TABLE>
-------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                <C>                <C>                                  <C>
Osbert M.               Trustee and        Trustee since      President and Chief Executive        None
Hood                    Executive Vice     June, 2003.        Officer, PIM-USA since May, 2003
(52)*                   President          Serves until a     (Director since January, 2001);
                                           successor          President and Director of
                                           trustee is         Pioneer since May, 2003;
                                           elected or         Chairman and Director of Pioneer
                                           earlier            Investment Management
                                           retirement or      Shareholder Services, Inc.
                                           removal.           ("PIMSS") since May, 2003;
                                                              Executive Vice President of all
                                                              of the Pioneer Funds since June,
                                                              2003; Executive Vice President
                                                              and Chief Operating Officer of
                                                              PIM-USA, November 2000-May 2003;
                                                              Executive Vice President, Chief
                                                              Financial Officer and Treasurer,
                                                              John Hancock Advisers, LLC,
                                                              Boston, MA, November
                                                              1999-November 2000; Senior Vice
                                                              President and Chief Financial
                                                              Officer, John Hancock Advisers,
                                                              LLC, April 1997-November 1999
-------------------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES:
-------------------------------------------------------------------------------------------------------------------------------
David R. Bock           Trustee            Trustee since      Senior Vice President and Chief      Director of The Enterprise
(61) 3050 K Street                         2005. Serves       Financial Officer, I-trax, Inc.      Social Investment Company
NW, Washington                             until a            (publicly traded health care         (privately-held affordable
DC 20007                                   successor          services company) (2001 -            housing finance company);
                                           trustee is         present); Managing Partner,          Director of New York
                                           elected or         Federal City Capital Advisors        Mortgage Trust (publicly
                                           earlier            (boutique merchant bank)             traded mortgage REIT)
                                           retirement or      (1995 - 2000; 2002 to 2004);
                                           removal.           Executive Vice President and Chief
                                                              Financial Officer, Pedestal Inc.
                                                              (internet-based mortgage trading
                                                              company) (2000-2002)
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       25
<PAGE>


<TABLE>
-------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                <C>                <C>                                  <C>
Mary K. Bush            Trustee            Trustee since      President, Bush International        Director of Brady
(57) 3509 Woodbine                         1997. Serves       (international financial             Corporation (industrial
Street                                     until a            advisory firm)                       identification and
Chevy Chase,                               successor                                               specialty coated material
MD 20815                                   trustee is                                              products manufacturer),
                                           elected or                                              Millennium Chemicals, Inc.
                                           earlier                                                 (commodity chemicals),
                                           retirement or                                           Mortgage Guaranty Insurance
                                           removal.                                                Corporation, and R.J.
                                                                                                   Reynolds Tobacco Holdings,
                                                                                                   Inc. (tobacco)
-------------------------------------------------------------------------------------------------------------------------------
Margaret B.W.           Trustee            Trustee since      Founding Director, The Winthrop      None
Graham (57)                                1990. Serves       Group, Inc. (consulting firm);
1001 Sherbrooke                            until a            Professor of Management, Faculty
Street West,                               successor          of Management, McGill University
Montreal,                                  trustee is
Quebec, Canada                             elected or
H3A 1G5                                    earlier
                                           retirement or
                                           removal.
-------------------------------------------------------------------------------------------------------------------------------
Marguerite A.           Trustee            Trustee since      President and Chief Executive        Director of New America
Piret (56)                                 1982. Serves       Officer, Newbury, Piret &            High Income Fund, Inc.,
One Boston                                 until a            Company, Inc. (investment            (closed-end investment
Place, 28th Floor,                         successor          banking firm)                        company)
Boston, MA 02108                           trustee is
                                           elected or
                                           earlier
                                           retirement or
                                           removal.
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       26
<PAGE>


<TABLE>
-------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                <C>                <C>                                  <C>
Stephen K. West (76)    Trustee            Trustee since      Senior Counsel, Sullivan &           Director, The Swiss
125 Broad Street, New                      1993. Serves       Cromwell (law firm)                  Helvetia Fund, Inc.
York, NY 10004                             until a                                                 (closed-end investment
                                           successor                                               company) and AMVESCAP PLC
                                           trustee is                                              (investment managers)
                                           elected or
                                           earlier
                                           retirement or
                                           removal.
-------------------------------------------------------------------------------------------------------------------------------
John Winthrop (68)      Trustee            Trustee since      President, John Winthrop & Co.,      None
One North Adgers                           1985. Serves       Inc. (private investment firm)
Wharf, Charleston, SC                      until a
29401                                      successor
                                           trustee is
                                           elected or
                                           earlier
                                           retirement or
                                           removal.
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                   OTHER DIRECTORSHIPS
FUND OFFICERS:                                                                                     HELD BY THIS OFFICER
-------------------------------------------------------------------------------------------------------------------------------
Dorothy E.              Secretary          Since November,    Secretary of PIM-USA; Senior         None
Bourassa (57)                              2000. Serves at    Vice President - Legal of
                                           the discretion     Pioneer; and Secretary/Clerk of
                                           of the Board       most of PIM-USA's subsidiaries
                                                              since October 2000; Secretary of
                                                              all of the Pioneer Funds since
                                                              September 2003 (Assistant
                                                              Secretary from November 2000 to
                                                              September 2003); and Senior
                                                              Counsel, Assistant Vice
                                                              President and Director of
                                                              Compliance of PIM-USA from April
                                                              1998 through October 2000
-------------------------------------------------------------------------------------------------------------------------------
Christopher J.          Assistant          Since September,   Assistant Vice President and         None
Kelley (40)             Secretary          2003. Serves at    Senior Counsel of Pioneer since
                                           the discretion     July 2002; Vice President and
                                           of the Board.      Senior Counsel of BISYS Fund
                                                              Services, Inc. (April 2001 to
                                                              June 2002); Senior Vice
                                                              President and Deputy General
                                                              Counsel of Funds Distributor,
                                                              Inc. (July 2000 to April 2001;
                                                              Vice President and Associate
                                                              General Counsel from July 1996
                                                              to July 2000); Assistant
                                                              Secretary of all of the Pioneer
                                                              Funds since September 2003
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       27
<PAGE>


<TABLE>
-------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                <C>                <C>                                  <C>
David C. Phelan         Assistant          Since September,   Partner, Wilmer Cutler Pickering     None
(47)                    Secretary          2003. Serves at    Hale and Dorr LLP; Assistant
                                           the discretion     Secretary of all of the Pioneer
                                           of the Board.      Funds since September 2003
-------------------------------------------------------------------------------------------------------------------------------
Vincent Nave (59)       Treasurer          Since November,    Vice President-Fund Accounting,      None
                                           2000. Serves at    Administration and Custody
                                           the discretion     Services of Pioneer (Manager
                                           of the Board       from September 1996 to February
                                                              1999); and Treasurer of all of
                                                              the Pioneer Funds (Assistant
                                                              Treasurer from June 1999 to
                                                              November 2000)
-------------------------------------------------------------------------------------------------------------------------------
Mark E. Bradley         Assistant          Since November     Deputy Treasurer of Pioneer          None
(45)                    Treasurer          2004. Serves at    since 2004; Treasurer and Senior
                                           the discretion     Vice President, CDC IXIS Asset
                                           of the Board       Management Services from 2002 to
                                                              2003; Assistant Treasurer and
                                                              Vice President, MFS Investment
                                                              Management from 1997 to 2002;
                                                              and Assistant Treasurer of all
                                                              of the Pioneer Funds since
                                                              November 2004
-------------------------------------------------------------------------------------------------------------------------------
Luis I. Presutti        Assistant          Since November,    Assistant Vice President-Fund        None
(40)                    Treasurer          2000. Serves at    Accounting, Administration and
                                           the discretion     Custody Services of Pioneer
                                           of the Board       (Fund Accounting Manager from
                                                              1994 to 1999); and Assistant
                                                              Treasurer of all of the Pioneer
                                                              Funds since November 2000
-------------------------------------------------------------------------------------------------------------------------------
Gary Sullivan (46)      Assistant          Since May, 2002.   Fund Accounting Manager - Fund       None
                        Treasurer          Serves at the      Accounting, Administration and
                                           discretion of      Custody Services of Pioneer; and
                                           the Board          Assistant Treasurer of all of
                                                              the Pioneer Funds since May 2002
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       28
<PAGE>


<TABLE>
-------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                <C>                <C>                                  <C>
Katharine Kim           Assistant          Since September,   Fund Administration Manager-Fund     None
Sullivan (31)           Treasurer          2003. Serves at    Accounting, Administration and
                                           the discretion     Custody Services since June
                                           of the Board.      2003; Assistant Vice
                                                              President-Mutual Fund Operations
                                                              of State Street Corporation from
                                                              June 2002 to June 2003 (formerly
                                                              Deutsche Bank Asset Management);
                                                              Pioneer Fund Accounting,
                                                              Administration and Custody
                                                              Services (Fund Accounting
                                                              Manager from August 1999 to May
                                                              2002, Fund Accounting Services
                                                              Supervisor from 1997 to July
                                                              1999); Assistant Treasurer of
                                                              all of the Pioneer Funds since
                                                              September 2003
-------------------------------------------------------------------------------------------------------------------------------
Martin J. Wolin         Chief Compliance   Since October      Chief Compliance Officer             None
(37)                    Officer            2004. Serves at    of Pioneer (Director of
                                           the discretion     Compliance and Senior Counsel
                                           of the Board       from November 2000 to September
                                                              2004); Vice President and
                                                              Associate General Counsel of UAM
                                                              Fund Services, Inc. (mutual fund
                                                              administration company) from
                                                              February 1998 to November 2000;
                                                              and Chief Compliance Officer of
                                                              all of the Pioneer Funds.
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>


*Mr. Cogan and Mr. Hood are Interested Trustees because each is an officer or
director of Pioneer and certain of its affiliates.

The outstanding capital stock of PFD, Pioneer and PIMSS is indirectly wholly
owned by UniCredito Italiano S.p.A. ("UniCredito Italiano"), one of the largest
banking groups in Italy. Pioneer, the fund's investment adviser, provides
investment management and financial services to mutual funds, institutional and
other clients.

BOARD COMMITTEES


During the most recent fiscal year, the Board of Trustees held 9 meetings. Each
Trustee attended at least 75% of such meetings.


The Board of Trustees has an Audit Committee, an Independent Trustees Committee,
a Nominating Committee, a Valuation Committee and a Policy Administration
Committee. Committee members are as follows:

                                       29
<PAGE>

AUDIT

David R. Bock, Margaret B.W. Graham and Marguerite A. Piret (Chair),


INDEPENDENT TRUSTEES

David R. Bock, Mary K. Bush, Margaret B.W. Graham (Chair), Marguerite A. Piret,
Stephen K. West and John Winthrop


NOMINATING

Mary K. Bush, Marguerite A. Piret and John Winthrop (Chair)


                                    VALUATION
Marguerite A. Piret (Chair), Stephen K. West and John Winthrop

POLICY ADMINISTRATION

Mary K. Bush (Chair), Stephen K. West and John Winthrop

During the most recent fiscal year, the Audit, Nominating, Valuation,
Independent Trustees and Policy Administration Committees held 9, 4, 4, 7 and 10
meetings, respectively.


The Board of Trustees has adopted a charter for the Audit Committee. In
accordance with its charter, the purposes of the Audit Committee are to:


o    act as a liaison between the fund's independent registered public
     accounting firm and the full Board of Trustees of the fund;

o    discuss with the fund's independent registered public accounting firm their
     judgments about the quality of the fund's accounting principles and
     underlying estimates as applied in the fund's financial reporting;


o    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;

o    review and approve insurance coverage and allocations of premiums between
     the management and the fund and among the Pioneer Funds;

o    review and approve expenses under the administration agreement between
     Pioneer and the fund and allocations of such expenses among the Pioneer
     Funds; and


o    receive on a periodic basis a formal written statement delineating all
     relationships between the registered public accounting firm 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 registered public
     accounting firm; and to recommend that the Trustees take appropriate action
     in response to the independent registered public accounting firm's report
     to satisfy itself of the independent registered public accounting firm's
     independence.


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The Nominating Committee reviews the qualifications of any candidate recommended
by the Independent Trustees to serve as an Independent Trustee and makes a
recommendation regarding that person's qualifications. The Committee does not
accept nominations from shareholders.

The Valuation Committee reviews the valuation assigned to certain securities by
Pioneer in accordance with the fund's valuation procedures.

The Policy Administration Committee reviews the implementation of certain of the
fund's administrative policies and procedures.

The Independent Trustees Committee reviews the fund's management contract 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.

The fund's Declaration of Trust provides that the fund will indemnify the
Trustees and officers against liabilities and expenses incurred in connection
with any litigation in which they may be involved because of their offices with
the fund, unless it is determined in the manner specified in the Declaration of
Trust that they have not acted in good faith in the reasonable belief that their
actions were in the best interests of the fund or that such indemnification
would relieve any officer or Trustee of any liability to the fund or its
shareholders by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of his or her duties.

COMPENSATION OF OFFICERS AND TRUSTEES


The fund pays no salaries or compensation to any of its officers. The Pioneer
Funds, including the fund, compensate their trustees. The Independent Trustees
review and set their compensation annually, taking into consideration the
committee and other responsibilities assigned to specific trustees. The table
under "Annual Fees, Expense and Other Information-Compensation of Officers and
Trustees sets forth the compensation paid to each of the Trustees. The
compensation paid to the Trustees is then allocated among the funds as follows:

o    each fund with assets less than $250 million pays each Trustee who is not
     affiliated with PIM-USA, Pioneer, PFD, PIMSS or UniCredito Italiano (i.e.,
     Independent Trustees) an annual fee of $1,000.
o    the remaining compensation of the Independent Trustees is allocated to each
     fund with assets greater than $250 million based on the fund's net assets.
o    the Interested Trustees receive an annual fee of $500 from each fund,
     except in the case of funds with net assets of $50 million or less, which
     pay each Interested Trustee an annual fee of $200. Pioneer reimburses the
     funds for the fees paid to the Interested Trustees.


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<PAGE>

SALES LOADS. The fund offers its shares to Trustees and officers of the fund and
employees of Pioneer and its affiliates without a sales charge in order to
encourage investment in the fund by individuals who are responsible for its
management and because the sales to such persons do not entail any sales effort
by the fund, brokers or other intermediaries.

OTHER INFORMATION

MATERIAL RELATIONSHIPS OF THE INDEPENDENT TRUSTEES. For purposes of the
statements below:

     o    the IMMEDIATE FAMILY MEMBERS of any person are their spouse, children
          in the person's household (including step and adoptive children) and
          any dependent of the person.

     o    an entity in a CONTROL RELATIONSHIP means any person who controls, is
          controlled by or is under common control with the named person. For
          example, UniCredito Italiano is an entity that is in a control
          relationship with Pioneer.

     o    a RELATED FUND is a registered investment company or an entity exempt
          from the definition of an investment company pursuant to Sections
          3(c)(1) or 3(c)(7) of the 1940 Act, for which Pioneer or any of its
          affiliates act as investment adviser or for which PFD or any of its
          affiliates act as principal underwriter. For example, the fund's
          related funds include all of the Pioneer Funds and any non-U.S. funds
          managed by Pioneer or its affiliates.


As of December 31, 2004, 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. During the calendar years 2003 and 2004, 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 or PFD. During the calendar years 2003 and 2004, none of
the Independent Trustees, nor any of their immediate family members, had an
interest in a transaction or a series of transactions in which the aggregate
amount involved exceeded $60,000 and to which any of the following were a party
(each a "fund related party"):


o    the fund
o    an officer of the fund
o    a related fund
o    an officer of any related fund
o    Pioneer
o    PFD
o    an officer of Pioneer or PFD
o    any affiliate of Pioneer or PFD
o    an officer of any such affiliate


During the calendar years 2003 and 2004, 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


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<PAGE>


Sullivan & Cromwell by the fund and the other Pioneer Funds was approximately
$126,603 and $208,010 in each of 2003 and 2004.

During the calendar years 2003 and 20043, none of the Independent Trustees, nor
any of their immediate family members, served as a member of a board of
directors on which an officer of any of the following entities also serves as a
director:


o    Pioneer
o    PFD
o    UniCredito Italiano
o    any other entity in a control relationship with Pioneer or PFD


None of the fund's Trustees or officers has any arrangement with any other
person pursuant to which that Trustee or officer serves on the Board of
Trustees. During the calendar years 2003 and 2004, none of the Independent
Trustees, nor any of their immediate family members, had any position, including
as an officer, employee, director or partner, with any of the following:


o    the fund
o    any related fund
o    Pioneer
o    PFD
o    any affiliated person of the fund, Pioneer or PFD
o    UniCredito Italiano
o    any other entity in a control relationship to the fund, Pioneer or PFD

FACTORS CONSIDERED BY THE INDEPENDENT TRUSTEES IN APPROVING THE MANAGEMENT
CONTRACT. The 1940 Act requires that the fund's management contract be approved
annually by both the Board of Trustees and a majority of the Independent
Trustees voting separately. The Independent Trustees have determined that the
terms of the fund's management contract are fair and reasonable and that the
contract is in the fund's best interest. The Independent Trustees believe that
the management contract will enable the fund to enjoy high quality investment
advisory services at a cost they deem appropriate, reasonable and in the best
interests of the fund and its shareholders. In making such determinations, the
Independent Trustees met independently from the Interested Trustees of the fund
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 fund.

In evaluating the management 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 fund's operations and Pioneer's ability to provide advisory and
other services to the fund. The Independent Trustees also reviewed:

     o    the investment performance of the fund and other Pioneer Funds with
          similar investment strategies;

     o    the fee charged by Pioneer for investment advisory and administrative
          services, as well as other compensation received by PFD and PIMSS;

     o    the fund's projected total operating expenses;

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<PAGE>

     o    the investment performance, fees and total expenses of investment
          companies with similar objectives and strategies managed by other
          investment advisers;

     o    the experience of the investment advisory and other personnel
          providing services to the fund and the historical quality of the
          services provided by Pioneer; and

     o    the profitability to Pioneer of managing the fund.

The Independent Trustees considered the following as relevant to their
recommendations: (1) 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; (2) that the fee and
expense ratios of the fund are reasonable given the quality of services expected
to be provided and are comparable to the fee and expense ratios of similar
investment companies; and (3) the relative performance of the fund since
commencement of operations to comparable investment companies and unmanaged
indices. The Independent Trustees deemed each of these factors to be relevant to
their consideration of the fund's management contract.


SHARE OWNERSHIP. See "Annual Fee, Expense and Other Information" for annual
information on the ownership of fund shares by the Trustees, the fund's officers
and owners in excess of 5% of any class of shares of the fund and a table
indicating the value of shares that each Trustee beneficially owns in the fund
and in all the Pioneer Funds.


CODE OF ETHICS. The fund's Board of Trustees approved a code of ethics under
Rule 17j-1 under the 1940 Act that covers the fund, Pioneer and certain of
Pioneer's affiliates. The code of ethics establishes procedures for personal
investing and restricts certain transactions. Employees subject to the code of
ethics may invest in securities for their personal investment accounts,
including securities that may be purchased or held by the fund.


PROXY VOTING POLICIES. Information regarding how the fund voted proxies relating
to portfolio securities during the most recent 12-month period ended June 30 is
publicly available to shareowners without charge at http://www.pioneerfunds.com
and on the SEC's website at http://www.sec.gov. The fund's proxy voting policies
and procedures are attached as Appendix B.


4.   INVESTMENT ADVISER

The fund has contracted with Pioneer to act as its investment adviser. Pioneer
is an indirect, wholly owned subsidiary of UniCredito Italiano. Certain Trustees
or officers of the fund are also directors and/or officers of certain of
UniCredito Italiano's subsidiaries (see management biographies above). Pioneer
has entered into an agreement with its affiliate, Pioneer Investment Management
Limited ("PIML"), pursuant to which PIML provides certain services and personnel
to Pioneer.

As the fund's investment adviser, Pioneer provides the fund with investment
research, advice and supervision and furnishes an investment program for the
fund consistent with the fund's investment objective and policies, subject to
the supervision of the fund's Trustees. Pioneer determines what portfolio
securities will be purchased or sold, arranges for the placing of orders for the
purchase or sale of portfolio securities, selects brokers or dealers to place
those orders, maintains books and records with respect to the fund's securities
transactions, and reports to the Trustees on the fund's investments and
performance.

Under the terms of its management contract with the fund, Pioneer pays all the
operating expenses, including executive salaries and the rental of office space,
relating to its services for the fund, with the exception of the following,
which are paid by the fund: (i) charges and expenses for fund accounting,

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<PAGE>

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; (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 fund; (iv) issue and transfer taxes chargeable
to the fund in connection with securities transactions to which the fund 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 fund to
federal, state or other governmental agencies; (vi) 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; (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 fund and the Trustees; (ix) any fees paid by the fund in
accordance with Rule 12b-1 promulgated by the SEC pursuant to the 1940 Act; (x)
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; (xi) the cost of preparing and printing share certificates; (xii) interest
on borrowed money, if any; and (xiii) any other expense that the 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 above, and
that is approved by the Board of Trustees (including a majority of the
Independent Trustees) as being an appropriate expense of the fund. In addition,
the fund pays all brokers' and underwriting commissions chargeable to the fund
in connection with its securities transactions. The Trustees' approval of and
the terms, continuance and termination of the management contract are governed
by the 1940 Act and the Investment Advisers Act of 1940, as applicable. Pursuant
to the management 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 securities on the
recommendation of Pioneer. Pioneer, however, is not protected against liability
by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties under the management contract.

ADVISORY FEE. As compensation for its management services and expenses incurred,
the fund pays Pioneer a fee that is comprised of two components. The first
component is an annual basic fee (the "basic fee") equal to 0.60% of the fund's
average daily net assets. The second component is a performance fee adjustment.


See the table in "Annual Fee, Expense and Other Information" for management fees
paid to Pioneer during recently completed fiscal years.

INVESTOR CLASS SHARES ONLY. Pioneer has contractually agreed until December 10,
2006 not to impose all or a portion of its management fee and, if necessary, to
limit other ordinary operating expenses (excluding taxes, commissions, interest
and extraordinary expenses) to the extent required to reduce Investor Class
expenses to 1.02% of the average daily net assets attributable to Investor Class
shares. There can be no assurance that Pioneer will extend the expense
limitation beyond December 10, 2006.


PERFORMANCE FEE ADJUSTMENT. The basic fee is subject to an upward or downward
adjustment depending on whether, and to what extent, the investment performance
of the Class A shares of the fund for the relevant performance period exceeds,
or is exceeded by, the investment record (the "record") of the index determined
by the fund to be appropriate over the same period. The Trustees have designated
the S&P 500 Index (the "Index") for this purpose. The Index is a widely
recognized measure of the

                                       35
<PAGE>

performance of 500 widely held common stocks listed on the New York Stock
Exchange, American Stock Exchange and the over-the-counter market.


The performance period consists of the current month and the prior 35 months.
Each percentage point of difference (up to a maximum difference of +/- 10
percentage points) would result in a performance rate adjustment of 0.01%. The
maximum rate adjustment is therefore +/- 0.10%. An appropriate 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 will be added to (or subtracted
from) the basic fee. The monthly performance adjustment will be further adjusted
to the extent necessary to insure that the total of such adjustments to the
basic fee does not exceed +/- 0.10% of average daily net assets for that year.
Pioneer currently is waiving the 0.50% floor on its fee. Pioneer may reimpose it
in the future but will not be entitled to any previously waived fees.


PERFORMANCE ADJUSTMENT EXAMPLE

The following hypothetical example illustrates the application of the
performance adjustment.

For purposes of the example, any dividends or capital gain distributions paid by
the fund are treated as if reinvested in shares of the fund at net asset value,
and any dividends paid on the stocks in the Index are treated as if reinvested
in the Index.


EXAMPLE ASSUMING THE FUND OUTPERFORMS THE INDEX


The example also makes these assumptions:

<TABLE>
<CAPTION>
                        FUND'S                                   FUND'S
     FOR THE         INVESTMENT         INDEX'S        PERFORMANCE RELATIVE TO THE
PERFORMANCE PERIOD   PERFORMANCE   CUMULATIVE CHANGE            INDEX
------------------   -----------   -----------------   ---------------------------
<S>                      <C>             <C>              <C>
First day                $ 10              100
Last day                 $ 13              123
Absolute change          $ +3            $ +23
Actual change             +30%             +23%           + 7 percentage points
</TABLE>

Based on these assumptions, the fund calculates Pioneer's management fee rate
for the last month of the performance period as follows:

o    The portion of the annual basic fee rate of 0.60% applicable to that month
     is multiplied by the fund's average daily net assets for the month. This
     results in the dollar amount of the basic fee.
o    The +7 percentage point difference between the performance of the fund's
     Class A shares and the record of the Index is multiplied by the performance
     rate adjustment of 0.01% producing a rate of 0.07%.
o    The 0.07% rate (adjusted for the number of days in the month) is multiplied
     by the fund's average daily net assets for the performance period. This
     results in the dollar amount of the performance adjustment.
o    The dollar amount of the performance adjustment is added to the dollar
     amount of the basic fee producing the adjusted management fee.

If the record of the Index during the performance period exceeded the fund's
performance, the dollar amount of the performance adjustment would be deducted
from the dollar amount of the basic fee.

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<PAGE>


EXAMPLE ASSUMING THE INDEX OUTPERFORMS THE FUND

The example also makes these assumptions:

<TABLE>
<CAPTION>
                        FUND'S                                   FUND'S
    FOR THE           INVESTMENT         INDEX'S       PERFORMANCE RELATIVE TO THE
PERFORMANCE PERIOD   PERFORMANCE   CUMULATIVE CHANGE            INDEX
------------------   -----------   -----------------   ---------------------------
<S>                      <C>             <C>              <C>
First day                $ 10              100
Last day                 $ 11              120
Absolute change          $ +1            $ +20
Actual change             +10%             +20%           -10 percentage points
</TABLE>

Based on these assumptions, the fund calculates Pioneer's management fee rate
for the last month of the performance period as follows:

o    The portion of the annual basic fee rate of 0.60% applicable to that month
     is multiplied by the fund's average daily net assets for the month. This
     results in the dollar amount of the basic fee.
o    The -10 percentage point difference between the performance of the fund's
     Class A shares and the record of the Index is multiplied by the performance
     rate adjustment of 0.01% producing a rate of 0.10%.
o    The - 0.10% rate (adjusted for the number of days in the month) is
     multiplied by the fund's average daily net assets for the performance
     period. This results in the dollar amount of the performance adjustment.
o    The dollar amount of the performance adjustment is added to the dollar
     amount of the basic fee producing the adjusted management fee.


Because the adjustment to the basic fee is based on the comparative performance
of the fund and the record of the 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 Index. Moreover, the comparative investment performance of the
fund is based solely on the relevant performance period without regard to the
cumulative performance over a longer or shorter period of time.


From time to time, the Trustees may determine that another securities index is a
more appropriate benchmark than the Index for purposes of evaluating the
performance of the fund. In such event, a successor index may be substituted for
the Index in prospectively calculating the performance based adjustment to the
basic fee. However, the calculation of the performance adjustment for any
portion of the performance period prior to the adoption of the successor index
would still be based upon the fund's performance compared to the Index. The fund
has been advised that the staff of the Securities and Exchange Commission takes
the position that the Board may not substitute a new Index without shareholder
approval. Consequently, until the position of the staff changes, the fund would
submit any change in the Index to shareholders for their approval.


It is not possible to predict the effect of the performance adjustment on the
overall compensation to Pioneer in the future since it will depend on the
performance of the fund relative to the record of the Index.

The board determined that it would be appropriate to increase Pioneer's
compensation and that the amount of the increase should be greater when the
fund's performance exceeds that of an objective index and, conversely, lower
when the fund's performance is poorer than the record of that index. The Index
was deemed appropriate for this comparison because it is composed of stocks
similar to the securities in which the fund is permitted to invest. The board
believes that a performance adjustment is appropriate for the fund and that
providing incentives to Pioneer based on its performance benefits shareholders.

                                       37
<PAGE>

Under the terms of the management contract, the fund pays management fees at a
rate equal to the basic fee plus or minus the amount of the performance
adjustment for the current month and the preceding 35 months. At the end of each
succeeding month, the performance period will roll forward one month so that it
is always a 36-month period consisting of the current month and the prior 35
months as described above.

EFFECTIVE DATE OF PERFORMANCE ADJUSTMENT

On April 17, 2003, the fund's shareholders approved, effective May 1, 2003, the
adoption of the Index as the benchmark for the fund's performance fee
adjustment. Previously, the fund used the Lipper Growth and Income Fund Index
(the "Old Benchmark") as its performance benchmark. The calculation of the
performance fee using the Index is being phased in over a 36-month period.
Accordingly, the fund will pay management fees at a rate equal to the basic fee
plus or minus the amount of the performance adjustment using the Old Benchmark
with respect to any portion of the 36-month period occurring prior to May 1,
2003 and the Index for the portion of the 36-month period occurring after May 1,
2003.

The basic fee is computed and accrued daily, the performance fee adjustment is
calculated once per month and the entire management fee is paid monthly.


See the table in "Annual Fee, Expense and Other Information" for management fees
paid to Pioneer during recently completed fiscal years.

ADMINISTRATION AGREEMENT. The fund has entered into an administration agreement
with Pioneer pursuant to which certain accounting, administration and legal
services which are expenses payable by the fund under the management contract
are performed by Pioneer and pursuant to which Pioneer is reimbursed for its
costs of providing such services. The costs of the services are based on direct
costs and costs of overhead, subject to annual approval by the Board. See
"Annual Fee, Expense and Other Information" for fees the fund paid to Pioneer
for administration and related services.


POTENTIAL CONFLICT OF INTEREST. The fund is managed by Pioneer which also serves
as investment adviser to other Pioneer mutual funds and other accounts with
investment objectives identical or similar to those of the fund. Securities
frequently meet the investment objectives of the fund, the other Pioneer mutual
funds and such other accounts. In such cases, the decision to recommend a
purchase to one fund or account rather than another is based on a number of
factors. The determining factors in most cases are the amount of securities of
the issuer then outstanding, the value of those securities and the market for
them. Other factors considered in the investment recommendations include other
investments which each fund or account presently has in a particular industry
and the availability of investment funds in each fund or account.

It is possible that at times identical securities will be held by more than one
fund and/or account. However, positions in the same issue may vary and the
length of time that any fund or account may choose to hold its investment in the
same issue may likewise vary. To the extent that more than

                                       38
<PAGE>

one of the Pioneer mutual funds or a private account managed by Pioneer seeks to
acquire the same security at about the same time, the fund may not be able to
acquire as large a position in such security as it desires or it may have to pay
a higher price for the security. Similarly, the fund may not be able to obtain
as large an execution of an order to sell or as high a price for any particular
portfolio security if Pioneer decides to sell on behalf of another account the
same portfolio security at the same time. On the other hand, if the same
securities are bought or sold at the same time by more than one fund or account,
the resulting participation in volume transactions could produce better
executions for the fund. In the event more than one account purchases or sells
the same security on a given date, the purchases and sales will normally be made
as nearly as practicable on a pro rata basis in proportion to the amounts
desired to be purchased or sold by each account. Although the other Pioneer
mutual funds may have the same or similar investment objectives and policies as
the fund, their portfolios do not generally consist of the same investments as
the fund or each other, and their performance results are likely to differ from
those of the fund.

PERSONAL SECURITIES TRANSACTIONS. The fund, Pioneer, and PFD have adopted a code
of ethics under Rule 17j-1 under the 1940 Act which is applicable to officers,
trustees/directors and designated employees of Pioneer and PIML. The code
permits such persons to engage in personal securities transactions for their own
accounts, including securities that may be purchased or held by the fund, and is
designed to prescribe means reasonably necessary to prevent conflicts of
interest from arising in connection with personal securities transactions. The
code is on public file with and available from the SEC.

5.   PRINCIPAL UNDERWRITER AND DISTRIBUTION PLANS

PRINCIPAL UNDERWRITER

PFD, 60 State Street, Boston, Massachusetts 02109, is the principal underwriter
for the fund in connection with the continuous offering of its shares. PFD is an
indirect wholly owned subsidiary of PIM-USA.

The fund entered into an underwriting agreement with PFD which provides that PFD
will bear expenses for the distribution of the fund's shares, except for
expenses incurred by PFD for which it is reimbursed or compensated by the fund
under the distribution plans (discussed below). PFD bears all expenses it incurs
in providing services under the underwriting agreement. Such expenses include
compensation to its employees and representatives and to securities dealers for
distribution-related services performed for the fund. PFD also pays certain
expenses in connection with the distribution of the fund's shares, including the
cost of preparing, printing and distributing advertising or promotional
materials, and the cost of printing and distributing prospectuses and
supplements to prospective shareholders. The fund bears the cost of registering
its shares under federal and state securities law and the laws of certain
non-U.S. countries. Under the underwriting agreement, PFD will use its best
efforts in rendering services to the fund.


See "Sales Charges" for the schedule of initial sales charge reallowed to
dealers as a percentage of the offering price of the fund's applicable share
class.

See the tables in "Annual Fee, Expense and Other Information" for commissions
retained by PFD and reallowed to dealers in connection with PFD's offering of
the fund's applicable share class during recently completed fiscal years.


The fund will not generally issue fund shares for consideration other than cash.
At the fund's sole discretion, however, it may issue fund shares for
consideration other than cash in connection with a bona fide reorganization,
statutory merger or other acquisition of portfolio securities.

It is the fund's general practice to repurchase its shares of beneficial
interest for cash consideration in any amount; however, the redemption price of
shares of the fund may, at Pioneer's discretion, be paid in portfolio
securities. The fund has elected to be governed by Rule 18f-1 under the 1940 Act
pursuant to which the fund is obligated to redeem shares solely in cash up to
the lesser of $250,000 or 1% of the fund's net asset value during any 90-day
period for any one shareholder. Should the amount of redemptions by any
shareholder exceed such limitation, the fund will have the option of redeeming
the excess in cash or portfolio securities. In the latter case, the securities
are taken at their value employed in determining the fund's net asset value. You
may incur additional costs, such as brokerage fees and taxes,

                                       39
<PAGE>

and risks, including a decline in the value of the securities you receive, if
the fund makes an in-kind distribution. The selection of such securities will be
made in such manner as the Board of Trustees deems fair and reasonable; however,
the fund will not distribute illiquid securities in kind.

DISTRIBUTION AND SERVICE PLANS


The fund has adopted a plan of distribution pursuant to Rule 12b-1 under the
1940 Act with respect to its Class A shares (the "Class A Plan"), a plan of
distribution with respect to its Class B shares (the "Class B Plan"), a plan of
distribution with respect to its Class C shares (the "Class C Plan") and a plan
of distribution with respect to its Class R shares (the "Class R Plan")
(together, the "Plans"), pursuant to which certain distribution and service fees
are paid to PFD. The fund has not adopted a plan of distribution with respect to
its Class Y shares or Investor Class shares. Because of the Plans, long-term
shareholders may pay more than the economic equivalent of the maximum sales
charge permitted by the National Association of Securities Dealers, Inc. (the
"NASD") regarding investment companies. The Class A Plan is a reimbursement
plan, and distribution expenses of PFD are expected to substantially exceed the
distribution fees paid by the fund in a given year. The Class B Plan, Class C
Plan and Class R Plan are compensation plans, which means that the amount of
payments under the plans are not linked to PFD's expenditures, and,
consequently, PFD can make a profit under each of those plans. The fund has also
adopted a Service Plan with respect to Class R shares that authorizes the fund
to pay securities dealers, plan administrators or other service organizations
for providing certain account maintenance services to shareowners.


CLASS A PLAN. Pursuant to the Class A Plan the fund reimburses PFD for its
actual expenditures to finance any activity primarily intended to result in the
sale of Class A shares or to provide services to holders of Class A shares,
provided the categories of expenses for which reimbursement is made are approved
by the Board of Trustees. The Board of Trustees has approved the following
categories of expenses that may be reimbursed under the Class A Plan: (i) a
service fee to be paid to qualified broker-dealers in an amount not to exceed
0.25% per annum of the fund's daily net assets attributable to Class A shares;
(ii) reimbursement to PFD for its expenditures for broker-dealer commissions and
employee compensation on certain sales of the fund's Class A shares with no
initial sales charge; and (iii) reimbursement to PFD for expenses incurred in
providing services to Class A shareholders and supporting broker-dealers and
other organizations (such as banks and trust companies) in their efforts to
provide such services. The expenses of the fund pursuant to the Class A Plan are
accrued daily at a rate which may not exceed the annual rate of 0.25% of the
fund's average daily net assets attributable to Class A shares.


The Class A Plan does not provide for the carryover of reimbursable expenses
beyond 12 months from the time the fund is first invoiced for an expense. The
limited carryover provision in the Class A Plan may result in an expense
invoiced to the fund in one fiscal year being paid in the subsequent fiscal year
and thus being treated for purposes of calculating the maximum expenditures of
the fund as having been incurred in the subsequent fiscal year. In the event of
termination or non-continuance of the Class A Plan, the fund has 12 months to
reimburse any expense which it incurs prior to such termination or
non-continuance, provided that payments by the fund during such 12-month period
shall not exceed 0.25% of the fund's average daily net assets attributable to
Class A shares during such period. See "Annual Fee, Expense and Other
Information" for the amount, if any, of carryover of distribution expenses as of
the end of the most recent calendar year.


CLASS B PLAN. PFD pays the selling broker-dealer a commission on the sale of
Class B shares equal to 3.75% of the amount invested. This commission is paid at
the time of sale of the Class B shares. In order to be entitled to a commission,
the selling broker-dealer must have entered into a sales agreements with PFD. At
the time of the sale of a Class B share, PFD may also advance to the
broker-dealer, from PFD's own assets, the first-year service fee payable under
the Class B Plan at a rate up to 0.25% of the purchase

                                       40
<PAGE>

price of such shares. If such an advance is made, the broker-dealer would not
receive any further service fee until the 13th month following the purchase of
Class B shares. As compensation for advancing the service fee, PFD may retain
the service fee paid by the fund with respect to such shares for the first year
after purchase.

The Class B Plan provides that the fund shall pay to PFD, as the fund's
distributor for its Class B shares:

     o    a distribution fee equal on an annual basis to 0.75% of the fund's
          average daily net assets attributable to Class B shares. The
          distribution fee compensates PFD for its distribution services with
          respect to Class B shares. PFD pays the commissions to broker-dealers
          discussed above and also pays:

               o    the cost of printing prospectuses and reports used for sales
                    purposes and the preparation and printing of sales
                    literature and

               o    other distribution-related expenses, including, without
                    limitation, the cost necessary to provide
                    distribution-related services, or personnel, travel, office
                    expenses and equipment.

     o    a service fee equal to 0.25% of the fund's average daily net assets
          attributable to Class B shares. PFD in turn pays the service fee to
          broker-dealers at a rate of up to 0.25% of the fund's average daily
          net assets attributable to Class B shares owned by shareholder for
          whom that broker-dealer is the holder or dealer of record. This
          service fee compensates the broker-dealer for providing personal
          services and/or account maintenance services rendered by the
          broker-dealer with respect to Class B shares. PFD may from time to
          time require that dealers, in addition to providing these services,
          meet certain criteria in order to receive service fees. PFD is
          entitled to retain all service fees with respect to Class B shares for
          which there is no dealer of record or with respect to which a dealer
          is not otherwise entitled to a service fee. Such service fees are paid
          to PFD for personal services and/or account maintenance services that
          PFD or its affiliates perform for shareholder accounts.

PFD also receives contingent deferred sales charges ("CDSCs") attributable to
Class B shares to compensate PFD for its distribution expenses. When a
broker-dealer sells Class B shares and elects, with PFD's approval, to waive its
right to receive the commission normally paid at the time of the sale, PFD may
cause all or a portion of the distribution fees described above to be paid to
the broker-dealer.

Since PFD pays commissions to broker-dealers at the time of the sale of Class B
shares but only receives compensation for such expenses over time through the
distribution fee and CDSC, the Class B Plan and underwriting agreement permit
PFD to finance the payment of commissions to broker-dealers. In order to
facilitate such financing, the fund has agreed that the distribution fee will
not be terminated or modified (including a modification in the rules relating to
the conversion of Class B shares into Class A shares) with respect to Class B
shares:

     o    issued prior to the date of any termination or modification;

     o    attributable to Class B shares issued through one or a series of
          exchanges of shares of another investment company for which PFD acts
          as principal underwriter which were initially issued prior to the date
          of such termination or modification; or

     o    issued as a dividend or distribution upon Class B shares initially
          issued or attributable to Class B shares issued prior to the date of
          any such termination or modification.

                                       41
<PAGE>

The foregoing limitation does not apply to Class B shares issued after the
termination or modification. The foregoing limitation on terminating or
modifying the Class B Plan also does not apply to a termination or modification:

     o    if a change in the 1940 Act, the rules or regulations under the 1940
          Act, the Conduct Rules of the NASD or an order of any court or
          governmental agency requires such termination or modification (e.g. if
          the Conduct Rules were amended to establish a lower limit on the
          maximum aggregate sales charges that could be imposed on sales of fund
          shares);

     o    if the fund (or any successor) terminates the Class B Plan and all
          payments under the plan and neither the fund (nor any successor)
          establishes another class of shares which has substantially similar
          characteristics to the Class B Shares of the fund; or

     o    at any time by the Board of Trustees. However, the Board of Trustees
          may terminate or modify the Class B Plan only if the fund and Pioneer
          agree that none of the fund, PFD or any of their affiliates will pay,
          after the date of termination or modification, a service fee with
          respect to the fund's Class B shares and the termination or
          modification of the distribution fee applies equally to all Class B
          shares outstanding from time to time.

In the underwriting agreement, the fund agrees that subsequent to the issuance
of a Class B share, the fund will not waive or change any CDSC (including a
change in the rules applicable to conversion of Class B shares into another
class) in respect of such Class B share, except:

     o    as provided in the fund's prospectus or statement of additional
          information; or

     o    as required by a change in the 1940 Act and the rules and regulations
          thereunder, the Conduct Rules of the NASD or any order of any court or
          governmental agency.

CLASS C PLAN. Commissions on the sale of Class C shares of up to 0.75% of the
amount invested in Class C shares are paid to broker-dealers who have sales
agreements with PFD. PFD may also advance to dealers the first-year service fee
payable under the Class C Plan at a rate up to 0.25% of the purchase price of
such shares. As compensation for such advance of the service fee, PFD may retain
the service fee paid by the fund with respect to such shares for the first year
after purchase.

The Class C Plan provides that the fund will pay PFD, as the fund's distributor
for its Class C shares, a distribution fee accrued daily and paid quarterly,
equal on an annual basis to 0.75% of the fund's average daily net assets
attributable to Class C shares and will pay PFD a service fee equal to 0.25% of
the fund's average daily net assets attributable to Class C shares. PFD will in
turn pay to securities dealers that enter into a sales agreement with PFD a
distribution fee and a service fee at rates of up to 0.75% and 0.25%,
respectively, of the fund's average daily net assets attributable to Class C
shares owned by investors for whom that securities dealer is the holder or
dealer of record. The service fee is intended to be in consideration of personal
services and/or account maintenance services rendered by the dealer with respect
to Class C shares. PFD will advance to dealers the first-year service fee at a
rate equal to 0.25% of the amount invested. As compensation therefor, PFD may
retain the service fee paid by the fund with respect to such shares for the
first year after purchase. Commencing in the 13th month following the purchase
of Class C shares, dealers will become eligible for additional annual
distribution fees and service fees of up to 0.75% and 0.25%, respectively, of
the net asset value of such shares. Dealers may from time to time be required to
meet certain other criteria in order to receive service fees. PFD or its
affiliates are entitled to retain all service fees payable under the Class C
Plan for which there is no dealer of record or for which qualification standards
have not been met as partial consideration for personal services and/or account
maintenance services performed by PFD or its affiliates for shareholder
accounts.

                                       42
<PAGE>

The purpose of distribution payments to PFD under the Class C Plan is to
compensate PFD for its distribution services with respect to Class C shares of
the fund. PFD pays commissions to dealers as well as expenses of printing
prospectuses and reports used for sales purposes, expenses with respect to the
preparation and printing of sales literature and other distribution-related
expenses, including, without limitation, the cost necessary to provide
distribution-related services, or personnel, travel, office expenses and
equipment. The Class C Plan also provides that PFD will receive all CDSCs
attributable to Class C shares. When a broker-dealer sells Class C shares and
elects, with PFD's approval, to waive its right to receive the commission
normally paid at the time of the sale, PFD may cause all or a portion of the
distribution fees described above to be paid to the broker-dealer.

CLASS R PLANS. The Class R Plan provides that the fund will pay PFD, as the
fund's distributor for its Class R shares, a distribution fee accrued daily and
paid quarterly, equal on an annual basis to 0.50% of the fund's average daily
net assets attributable to Class R shares. PFD pays the selling broker-dealer a
commission a continuing asset based fee equal on an annual basis to 0.50% of the
average daily net asset value of the Class R shares for which the broker-dealer
is the dealer of record. In order to be entitled to a commission, the selling
broker-dealer must have entered into a sales agreements with PFD. Dealers may
from time to time be required to meet certain other criteria in order to receive
distribution fees.


The purpose of distribution payments to PFD under the Class R Plan is to
compensate PFD for its distribution services with respect to Class R shares of
the fund. PFD pays the expenses of printing prospectuses and reports used for
sales purposes, expenses with respect to the preparation and printing of sales
literature and other distribution-related expenses, including, without
limitation, the cost necessary to provide distribution-related services, or
personnel, travel, office expenses and equipment.


The fund also has adopted a separate Service Plan. The Service Plan authorizes
the fund to pay securities dealers, plan administrators or other service
organizations who agree to provide certain services to plans or plan
participants holding shares of the fund a service fee of up to 0.25% of the
fund's average daily net assets attributable to Class R shares held by such plan
participants. These services may include (a) acting, directly or through an
agent, as the shareholder of record and nominee for all plan participants; (b)
maintaining account records for each plan participant that beneficially owns
Class R shares; (c) processing orders to purchase, redeem and exchange Class R
shares on behalf of plan participants, and handling the transmission of funds
representing the purchase price or redemption proceeds; and (d) addressing plan
participant questions regarding their accounts and the fund.

GENERAL

In accordance with the terms of each Plan, PFD provides to the fund for review
by the Trustees a quarterly written report of the amounts expended under the
Plan and the purposes for which such expenditures were made. In the Trustees'
quarterly review of the Plans, they will consider the continued appropriateness
and the level of reimbursement or compensation the Plans provide.

                                       43
<PAGE>

No interested person of the fund, nor any Trustee of the fund who is not an
interested person of the fund, has any direct or indirect financial interest in
the operation of the Plans except to the extent that PFD and certain of its
employees may be deemed to have such an interest as a result of receiving a
portion of the amounts expended under the Plans by the fund and except to the
extent certain officers may have an interest in PFD's ultimate parent,
UniCredito Italiano, or in UniCredito Italiano's subsidiaries.

Each Plan's adoption, terms, continuance and termination are governed by Rule
12b-1 under the 1940 Act. The Board of Trustees believes that there is a
reasonable likelihood that the Plans will benefit the fund and its current and
future shareholders. The Plans may not be amended to increase materially the
annual percentage limitation of average net assets which may be spent for the
services described therein without approval of the shareholders of the fund
affected thereby, and material amendments of the Plans must also be approved by
the Trustees as provided in Rule 12b-1.


See "Annual Fee, Expense and Other Information" for fund expenses under each
Plan and CDSCs paid to PFD for the most recently completed fiscal year.

Upon redemption, Class A shares may be subject to a 1% CDSC, Class B shares are
subject to a CDSC at a rate declining from a maximum 4% of the lower of the cost
or market value of the shares and Class C shares may be subject to a 1% CDSC. No
front-end, deferred or asset based sales charges are applicable to Class R
shares, Class Y shares and Investor Class shares.


6.   SHAREHOLDER SERVICING/TRANSFER AGENT

The fund has contracted with PIMSS, 60 State Street, Boston, Massachusetts
02109, to act as shareholder servicing and transfer agent for the fund.

Under the terms of its contract with the fund, PIMSS services shareholder
accounts, and its duties include: (i) processing sales, redemptions and
exchanges of shares of the fund; (ii) distributing dividends and capital gains
associated with the fund's portfolio; and (iii) maintaining account records and
responding to shareholder inquiries.

PIMSS receives an annual fee of $26.60 for each shareholder account from the
fund as compensation for the services described above. PIMSS is also reimbursed
by the fund for its cash out-of-pocket expenditures. The fund may compensate
entities which have agreed to provide certain sub-accounting services such as
specific transaction processing and recordkeeping services. Any such payments by
the fund would be in lieu of the per account fee which would otherwise be paid
by the fund to PIMSS.

7.   CUSTODIAN

Brown Brothers Harriman & Co., 40 Water Street, Boston, Massachusetts 02109, is
the custodian of the fund's assets. The custodian's responsibilities include
safekeeping and controlling the fund's cash and securities, handling the receipt
and delivery of securities, and collecting interest and dividends on the fund's
investments.

                                       44
<PAGE>


8.   INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP, 200 Clarendon Street, Boston, Massachusetts 02116-5072, the
fund's independent registered public accounting firm, provides audit services,
tax return review, and assistance and consultation with respect to the
preparation of filings with the SEC.

9.   PORTFOLIO MANAGEMENT

ADDITIONAL INFORMATION ABOUT THE PORTFOLIO MANAGERS

OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGERS. The table below indicates, for
each portfolio manager of the fund, information about the accounts other than
the fund over which the portfolio manager has day-to-day investment
responsibility. All information on the number of accounts and total assets in
the table is as of December 31, 2004. For purposes of the table, "Other Pooled
Investment Vehicles" may include investment partnerships, undertakings for
collective investments in transferable securities ("UCITS") and other non-U.S.
investment funds and group trusts, and "Other Accounts" may include separate
accounts for institutions or individuals, insurance company general or separate
accounts, pension funds and other similar institutional accounts. Certain funds
and other accounts managed by the portfolio manager may have substantially
similar investment strategies.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
                                                                NUMBER OF
                                                                ACCOUNTS
                                                                MANAGED FOR      ASSETS MANAGED
                                                                WHICH ADVISORY   FOR WHICH
NAME OF                           NUMBER OF                     FEE IS           ADVISORY FEE IS
PORTFOLIO        TYPE OF          ACCOUNTS    TOTAL ASSETS      PERFORMANCE-     PERFORMANCE-
MANAGER          ACCOUNT          MANAGED     MANAGED           BASED            BASED
-------------------------------------------------------------------------------------------------
<S>              <C>              <C>         <C>               <C>              <C>
John A. Carey    Other            6           $ 2,635,778,000   0                N/A
                 Registered
                 Investment
                 Companies
                 --------------------------------------------------------------------------------
                 Other Pooled     5           $ 1,052,616,000   0                N/A
                 Investment
                 Vehicles
                 --------------------------------------------------------------------------------
                 Other            15          $   189,534,000   0                N/A
                 Accounts
-------------------------------------------------------------------------------------------------
</TABLE>


                                       45
<PAGE>


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
                                                                NUMBER OF
                                                                ACCOUNTS
                                                                MANAGED FOR      ASSETS MANAGED
                                                                WHICH ADVISORY   FOR WHICH
NAME OF                           NUMBER OF                     FEE IS           ADVISORY FEE IS
PORTFOLIO        TYPE OF          ACCOUNTS    TOTAL ASSETS      PERFORMANCE-     PERFORMANCE-
MANAGER          ACCOUNT          MANAGED     MANAGED           BASED            BASED
-------------------------------------------------------------------------------------------------
<S>              <C>              <C>         <C>               <C>              <C>
Walter           Other            6           $ 2,635,778,000   0                N/A
Hunnewell, Jr.   Registered
                 Investment
                 Companies
                 --------------------------------------------------------------------------------
                 Other Pooled     5           $ 1,052,616,000   0                N/A
                 Investment
                 Vehicles
                 --------------------------------------------------------------------------------
                 Other            8           $   189,318,000   0                N/A
                 Accounts
-------------------------------------------------------------------------------------------------
</TABLE>

POTENTIAL CONFLICTS OF INTEREST. When a portfolio manager is responsible for the
management of more than one account, the potential arises for the portfolio
manager to favor one account over another. The principal types of potential
conflicts of interest that may arise are discussed below. For the reasons
outlined below, Pioneer does not believe that any material conflicts are likely
to arise out of a portfolio manager's responsibility for the management of the
fund as well as one or more other accounts. Although Pioneer has adopted
procedures that it believes are reasonably designed to detect and prevent
violations of the federal securities laws and to mitigate the potential for
conflicts of interest to affect its portfolio management decisions, there can be
no assurance that all conflicts will be identified or that all procedures will
be effective in mitigating the potential for such risks. Generally, the risks of
such conflicts of interests are increased to the extent that a portfolio manager
has a financial incentive to favor one account over another. Pioneer has
structured its compensation arrangements in a manner that is intended to limit
such potential for conflicts of interests. See "Compensation of Portfolio
Managers" below.

     o    A portfolio manager could favor one account over another in allocating
          new investment opportunities that have limited supply, such as initial
          public offerings and private placements. If, for example, an initial
          public offering that was expected to appreciate in value significantly
          shortly after the offering was allocated to a single account, that
          account may be expected to have better investment performance than
          other accounts that did not receive an allocation of the initial
          public offering.

     o    A portfolio manager could favor one account over another in the order
          in which trades for the accounts are placed. If a portfolio manager
          determines to purchase a security for more than one account in an
          aggregate amount that may influence the market price of the security,
          accounts that purchased or sold the security first may receive a more
          favorable price than accounts that made subsequent transactions. The
          less liquid the market for the security or the greater the percentage
          that the proposed aggregate purchases or sales represent of average
          daily trading volume, the greater the potential for accounts that make
          subsequent purchases or sales to receive a less favorable price. When
          a portfolio manager intends to trade the same security on the same day
          for more than one account, the trades typically are "bunched," which
          means that the trades for the individual accounts are aggregated and
          each account receives the same price. There are some types of accounts
          as to which bunching may not be possible for contractual reasons (such
          as directed brokerage arrangements). Circumstances may also arise
          where the trader believes that bunching the orders may not result in
          the best possible price. Where those accounts or circumstances are
          involved, Pioneer will place the order in a manner intended to result
          in as favorable a price as possible for such client.

     o    A portfolio manager could favor an account if the portfolio manager's
          compensation is tied to the performance of that account to a greater
          degree than other accounts managed by the portfolio manager. If, for
          example, the portfolio manager receives a bonus based upon the
          performance of certain accounts relative to a benchmark while other
          accounts are disregarded for this purpose, the portfolio manager will
          have a financial incentive to seek to have the accounts that determine
          the portfolio manager's bonus achieve the best possible performance to
          the possible detriment of other accounts. Similarly, if Pioneer
          receives a performance-based advisory fee, the portfolio


                                       46
<PAGE>


          manager may favor that account, whether or not the performance of that
          account directly determines the portfolio manager's compensation.

     o    A portfolio manager could favor an account if the portfolio manager
          has a beneficial interest in the account, in order to benefit a large
          client or to compensate a client that had poor returns. For example,
          if the portfolio manager held an interest in an investment partnership
          that was one of the accounts managed by the portfolio manager, the
          portfolio manager would have an economic incentive to favor the
          account in which the portfolio manager held an interest.

     o    If the different accounts have materially and potentially conflicting
          investment objectives or strategies, a conflict of interest could
          arise. For example, if a portfolio manager purchases a security for
          one account and sells the same security for another account, such
          trading pattern may disadvantage either the account that is long or
          short. In making portfolio manager assignments, Pioneer seeks to avoid
          such potentially conflicting situations. However, where a portfolio
          manager is responsible for accounts with differing investment
          objectives and policies, it is possible that the portfolio manager
          will conclude that it is in the best interest of one account to sell a
          portfolio security while another account continues to hold or increase
          the holding in such security.

COMPENSATION OF PORTFOLIO MANAGERS. Pioneer has adopted a system of compensation
for portfolio managers and seeks to align the financial interests of the
portfolio managers with both those of shareholders of the accounts the portfolio
managers manage, through incentive payments based in part on the relative
investment performance of those funds, and also Pioneer through incentive
payments based in part on Pioneer's financial performance. Pioneer's
compensation arrangements with its portfolio managers are determined on the
basis of the portfolio manager's overall services to Pioneer and its affiliates
and not on the basis of specific funds or accounts managed by the portfolio
manager. The compensation program for all Pioneer portfolio managers includes a
base salary (determined by the rank and tenure of the employee) and an annual
bonus program, as well as customary benefits that are offered generally to all
full-time employees. Base compensation is fixed and normally reevaluated on an
annual basis. Pioneer seeks to set base compensation at market rates, taking
into account the experience and responsibilities of the portfolio manager. The
bonus plan is intended to provide a competitive level of annual bonus
compensation that is tied to the portfolio manager achieving superior investment
performance and aligns the financial incentives of Pioneer and the investment
professional. Any bonus under the plan is completely discretionary, with a
maximum annual bonus that may be in excess of base salary. The annual bonus is
based upon a combination of the following factors:

     o    Quantitative Investment Performance. The quantitative investment
          performance calculation is based on pre-tax performance of all of the
          accounts managed by the portfolio manager (which includes the fund and
          any other accounts managed by the portfolio manager) over a one-year
          period (20% weighting) and four-year period (80% weighting), measured
          for periods ending on December 31. The account is ranked against its
          peer group universe (60%) and a broad-based securities market index
          (40%).
     o    Qualitative Performance. The qualitative performance component
          includes specific objectives that are mutually established and
          evaluated by each portfolio manager and management.
     o    Company Results and Business Line Results. Company results and
          business/division line results affect a portfolio manager's actual
          bonus by a leverage factor of plus or minus (+/-) a predetermined
          percentage.

Certain portfolio managers participate in an incentive plan whereby senior
executives or other key employees are granted options in stock of Pioneer Global
Asset Management S.p.A., an affiliate of Pioneer, at the then fair value of the
underlying stock. These options are generally exercisable within


                                       47
<PAGE>


three years.

SHARE OWNERSHIP BY PORTFOLIO MANAGERS. The following table indicates as of
December 31, 2004 the value, within the indicated range, of shares beneficially
owned by the portfolio managers of the fund.



-------------------------------------------------------------
NAME OF PORTFOLIO MANAGER   BENEFICIAL OWNERSHIP OF THE FUND*
-------------------------------------------------------------
John A. Carey               G
-------------------------------------------------------------
Walter Hunnewell, Jr.       E
-------------------------------------------------------------
*Key to Dollar Ranges

A.   None
B.   $1 - $10,000
C.   $10,001 - $50,000
D.   $50,001 - $100,000
E.   $100,001 - $500,000
F.   $500,001 - $1,000,000
G.   Over $1,000,000

10.  PORTFOLIO TRANSACTIONS

All orders for the purchase or sale of portfolio securities are placed on behalf
of the fund by Pioneer pursuant to authority contained in the fund's management
contract. Securities purchased and sold on behalf of the fund normally will be
traded in the over-the-counter market on a net basis (I.E. without commission)
through dealers acting for their own account and not as brokers or otherwise
through transactions directly with the issuer of the instrument. The cost of
securities purchased from underwriters includes an underwriter's commission or
concession, and the prices at which securities are purchased and sold from and
to dealers include a dealer's markup or markdown. Pioneer normally seeks to deal
directly with the primary market makers unless, in its opinion, better prices
are available elsewhere. Some securities are purchased and sold on an exchange
or in over-the-counter transactions conducted on an agency basis involving a
commission. 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 the fund and/or other investment companies or other accounts managed
by Pioneer over which it or its affiliates exercise investment discretion. In
addition, consistent with Section 28(e) of the Securities Exchange Act of 1934,
as amended, if Pioneer determines in good faith that the amount of commissions
charged by a broker-dealer is reasonable in relation to the value of the
brokerage and research services provided by such broker, the fund may pay
commissions to such broker-dealer in an amount greater than the amount another
firm may charge. Such services may include advice concerning the value of
securities; the advisability of investing in, purchasing or selling securities;
the availability of securities or the purchasers or sellers of securities;
providing stock quotation services, credit rating service information and
comparative fund statistics; furnishing analyses, electronic information
services, manuals and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy, and performance


                                       48
<PAGE>

of accounts and particular investment decisions; and effecting securities
transactions and performing functions incidental thereto (such as clearance and
settlement). Pioneer maintains a listing of broker-dealers who provide such
services on a regular basis. However, because many transactions on behalf of the
fund and other investment companies or accounts managed by Pioneer are placed
with broker-dealers (including broker-dealers on the listing) without regard to
the furnishing of such services, it is not possible to estimate the proportion
of such transactions directed to such dealers solely because such services were
provided. Pioneer believes that no exact dollar value can be calculated for such
services.

The research received from broker-dealers may be useful to Pioneer in rendering
investment management services to the fund as well as other investment companies
or other accounts managed by Pioneer, although not all such research may be
useful to the fund. Conversely, such information provided by brokers or dealers
who have executed transaction orders on behalf of such other accounts may be
useful to Pioneer in carrying out its obligations to the fund. The receipt of
such research 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.

The Pioneer funds have entered into third-party brokerage and/or expense offset
arrangements to reduce the funds' total operating expenses. Pursuant to
third-party brokerage arrangements, certain of the funds that invest primarily
in U.S. equity securities may incur lower custody fees by directing brokerage to
third-party broker-dealers. Pursuant to expense offset arrangements, the funds
incur lower transfer agency expenses by maintaining their cash balances with the
custodian. See "Financial highlights" in the prospectus.


See the table in "Annual Fee, Expense and Other Information" for aggregate
brokerage and underwriting commissions paid by the fund in connection with its
portfolio transactions during recently completed fiscal years. The Board of
Trustees periodically reviews Pioneer's performance of its responsibilities in
connection with the placement of portfolio transactions on behalf of the fund.

11.  DESCRIPTION OF SHARES


As an open-end management investment company, the fund continuously offers its
shares to the public and under normal conditions must redeem its shares upon the
demand of any shareholder at the next determined net asset value per share less
any applicable CDSC. See "Sales Charges." When issued and paid for in accordance
with the terms of the prospectus and statement of additional information, shares
of the fund are fully paid and non-assessable. Shares will remain on deposit
with the fund's transfer agent and certificates will not normally be issued.


The fund's Agreement and Declaration of Trust, dated as of April 26, 1996 (the
"Declaration"), as amended from time to time, permits the Board of Trustees to
authorize the issuance of an unlimited number of full and fractional shares of
beneficial interest which may be divided into such separate series as the
Trustees may establish. Currently, the fund consists of only one series. The
Trustees may, however, establish additional series of shares and may divide or
combine the shares into a greater or lesser number of shares without thereby
changing the proportionate beneficial interests in the fund. The Declaration
further authorizes the Trustees to classify or reclassify any series of the
shares into one or more classes. Pursuant thereto, the Trustees have authorized
the issuance of six classes of shares of the fund,


                                       49
<PAGE>


designated as Class A shares, Class B shares, Class C shares, Class R shares,
Class Y shares and Investor Class shares. Each share of a class of the fund
represents an equal proportionate interest in the assets of the fund allocable
to that class. Upon liquidation of the fund, shareholders of each class of the
fund are entitled to share pro rata in the fund's net assets allocable to such
class available for distribution to shareholders. The fund reserves the right to
create and issue additional series or classes of shares, in which case the
shares of each class of a series would participate equally in the earnings,
dividends and assets allocable to that class of the particular series.


The shares of each class represent an interest in the same portfolio of
investments of the fund. Each class has equal rights as to voting, redemption,
dividends and liquidation, except that each class bears different distribution
(including in the case of Class R shares, fees under the Service Plan) and
transfer agent fees and may bear other expenses properly attributable to the
particular class. Class A, Class B, Class C and Class R shareholders have
exclusive voting rights with respect to the Rule 12b-1 Plans adopted by holders
of those shares in connection with the distribution of shares.

Shareholders are entitled to one vote for each share held and may vote in the
election of Trustees and on other matters submitted to a meeting of
shareholders. Although Trustees are not elected annually by the shareholders,
shareholders have, under certain circumstances, the right to remove one or more
Trustees. The fund is not required, and does not intend, to hold annual
shareholder meetings although special meetings may be called for the purpose of
electing or removing Trustees, changing fundamental investment restrictions or
approving a management contract.


The shares of each series of the fund are entitled to vote separately to approve
investment advisory agreements or changes in investment restrictions, but
shareholders of all series vote together in the election and selection of
Trustees and accountants. Shares of all series of the fund vote together as a
class on matters that affect all series of the fund in substantially the same
manner. As to matters affecting a single series or class, shares of such series
or class will vote separately. No amendment adversely affecting the rights of
shareholders may be made to the Declaration without the affirmative vote of a
majority of the fund's shares. Shares have no preemptive or conversion rights,
except that under certain circumstances Class B shares may convert to Class A
shares. All Investor Class shares of the fund convert to Class A shares of the
fund on December 10, 2006, as described in the fund's Investor Class prospectus.


As a Delaware statutory trust, the fund's operations are governed by the
Declaration. Generally, Delaware statutory trust shareholders are not personally
liable for obligations of the Delaware statutory trust under Delaware law. The
Delaware Statutory Trust Act (the "Delaware Act") provides that a shareholder of
a Delaware statutory trust shall be entitled to the same limitation of liability
extended to shareholders of private for-profit corporations. The Declaration
expressly provides that the fund is organized under the Delaware Act and that
the Declaration is to be governed by Delaware law. There is nevertheless a
possibility that a Delaware statutory trust, such as the fund, might become a
party to an action in another state whose courts refused to apply Delaware law,
in which case the fund's shareholders could become subject to personal
liability.

To guard against this risk, the Declaration (i) contains an express disclaimer
of shareholder liability for acts or obligations of the fund and provides that
notice of such disclaimer may be given in each agreement, obligation or
instrument entered into or executed by the fund or its Trustees, (ii) provides
for the indemnification out of fund property of any shareholders held personally
liable for any obligations of the fund or any series of the fund and (iii)
provides that the fund shall, upon request, assume the defense of any claim made
against any shareholder for any act or obligation of the fund and satisfy any
judgment thereon. Thus, the risk of a shareholder incurring financial loss
beyond his or her investment because of shareholder liability is limited to
circumstances in which all of the following factors are present: (1) a court
refused to apply Delaware law; (2) the liability arose under tort law or, if
not, no contractual

                                       50
<PAGE>

limitation of liability was in effect; and (3) the fund itself would be unable
to meet its obligations. In light of Delaware law, the nature of the fund's
business and the nature of its assets, the risk of personal liability to a fund
shareholder is remote.

In addition to the requirements under Delaware law, the Declaration provides
that a shareholder of the fund may bring a derivative action on behalf of the
fund only if the following conditions are met: (a) shareholders eligible to
bring such derivative action under Delaware law who hold at least 10% of the
outstanding shares of the fund, or 10% of the outstanding shares of the series
or class to which such action relates, shall join in the request for the
Trustees to commence such action; and (b) the Trustees must be afforded a
reasonable amount of time to consider such shareholder request and investigate
the basis of such claim. The Trustees shall be entitled to retain counsel or
other advisers in considering the merits of the request and shall require an
undertaking by the shareholders making such request to reimburse the fund for
the expense of any such advisers in the event that the Trustees determine not to
bring such action.

The Declaration further provides that the fund shall indemnify each of its
Trustees and officers against liabilities and expenses reasonably incurred by
them in connection with, or arising out of, any action, suit or proceeding,
threatened against or otherwise involving such Trustee or officer, directly or
indirectly, by reason of being or having been a Trustee or officer of the fund.
The Declaration does not authorize the fund to indemnify any Trustee or officer
against any liability to which he or she would otherwise be subject by reason of
or for willful misfeasance, bad faith, gross negligence or reckless disregard of
such person's duties.

The Declaration provides that any Trustee who is not an "interested person" of
Pioneer shall be considered to be independent for purposes of Delaware law
notwithstanding the fact that such Trustee receives compensation for serving as
a trustee of the fund or other investment companies for which Pioneer acts as
investment adviser.


12.  SALES CHARGES

The fund continuously offers five classes of shares designated as Class A, Class
B, Class C, Class R and Class Y shares as described in the prospectuses. The
fund is not offering additional Investor Class shares except in connection with
the reinvestment of dividends on the fund's outstanding Investor Class shares.
The fund offers its shares at a reduced sales charge to investors who meet
certain criteria that permit the fund's shares to be sold with low distribution
costs. These criteria are described below or in the prospectuses.


CLASS A SHARE SALES CHARGES

You may buy Class A shares at the public offering price, including a sales
charge, as follows:

                                    SALES CHARGE AS A % OF
                                    -----------------------------------
                                    OFFERING   NET AMOUNT   DEALER
AMOUNT OF PURCHASE                  PRICE      INVESTED     REALLOWANCE

Less than $50,000                   5.75       6.10         5.00
$50,000 but less than $100,000      4.50       4.71         4.00
$100,000 but less than $250,000     3.50       3.63         3.00
$250,000 but less than $500,000     2.50       2.56         2.00
$500,000 but less than $1,000,000   2.00       2.04         1.75
$1,000,000 or more                  0.00       0.00         see below

                                       51
<PAGE>

The schedule of sales charges above is applicable to purchases of Class A shares
of the fund by (i) an individual, (ii) an individual and his or her spouse and
children under the age of 21 and (iii) a trustee or other fiduciary of a trust
estate or fiduciary account or related trusts or accounts including pension,
profit-sharing and other employee benefit trusts qualified under Sections 401 or
408 of the Code although more than one beneficiary is involved; however,
pension, profit-sharing and other employee benefit trusts qualified under
Sections 401 or 408 of the Code which are eligible to purchase Class R shares
may aggregate purchases by beneficiaries of such plans only if the pension,
profit-sharing or other employee benefit trust has determined that it does not
require the services provided under the Class R Service Plan. The sales charges
applicable to a current purchase of Class A shares of the fund by a person
listed above is determined by adding the value of shares to be purchased to the
aggregate value (at the then current offering price) of shares of any of the
other Pioneer mutual funds previously purchased and then owned, provided PFD is
notified by such person or his or her broker-dealer each time a purchase is made
which would qualify. Pioneer mutual funds include all mutual funds for which PFD
serves as principal underwriter. At the sole discretion of PFD, holdings of
funds domiciled outside the U.S., but which are managed by affiliates of
Pioneer, may be included for this purpose.

No sales charge is payable at the time of purchase on investments of $1 million
or more, or for purchases by participants in employer-sponsored retirement plans
described below subject to a CDSC of 1% which may be imposed in the event of a
redemption of Class A shares within 18 months of purchase (one year of purchase
for shares purchased prior to February 1, 2004). PFD may, in its discretion, pay
a commission to broker-dealers who initiate and are responsible for such
purchases as follows:

ACCOUNTS OTHER THAN EMPLOYER-SPONSORED RETIREMENT PLANS
1.00%   Up to $4 million
0.50%   Next $46 million
0.25%   Over $50 million

EMPLOYER-SPONSORED RETIREMENT PLANS
0.50%   Up to $50 million
0.25%   Over $50 million

These commissions shall not be payable if the purchaser is affiliated with the
broker-dealer or if the purchase represents the reinvestment of a redemption
made during the previous 12 calendar months. Broker-dealers who receive a
commission in connection with Class A share purchases at net asset value by
employer-sponsored retirement plans with at least $10 million in total plan
assets (or that has 1,000 or more eligible participants for employer sponsored
retirement plans with accounts established with Pioneer on or before March 31,
2004) will be required to return any commissions paid or a pro rata portion
thereof if the retirement plan redeems its shares within 18 months of purchase.

If an investor eligible to purchase Class R shares is otherwise qualified to
purchase Class A shares at net asset value or at a reduced sales charge, Class A
shares may be selected where the investor does not require the distribution and
account services needs typically required by Class R share investors and/or the
broker-dealer has elected to forgo the level of compensation that Class R shares
provides.

LETTER OF INTENT ("LOI"). Reduced sales charges are available for purchases of
$50,000 or more of Class A shares (excluding any reinvestments of dividends and
capital gain distributions) made within a 13-month period pursuant to an LOI
which may be established by completing the Letter of Intent section of the
Account Application. The reduced sales charge will be the charge that would be
applicable to the purchase of the specified amount of Class A shares as if the
shares had all been purchased at the same time. A purchase not made pursuant to
an LOI may be included if the LOI is submitted to PIMSS within

                                       52
<PAGE>

90 days of such purchase. You may also obtain the reduced sales charge by
including the value (at current offering price) of all your Class A shares in
the fund and all other Pioneer mutual funds held of record as of the date of
your LOI in the amount used to determine the applicable sales charge for the
Class A shares to be purchased under the LOI. Five percent of your total
intended purchase amount will be held in escrow by PIMSS, registered in your
name, until the terms of the LOI are fulfilled. When you sign the Account
Application, you agree to irrevocably appoint PIMSS your attorney-in-fact to
surrender for redemption any or all shares held in escrow with full power of
substitution. An LOI is not a binding obligation upon the investor to purchase,
or the fund to sell, the amount specified in the LOI.

If the total purchases, less redemptions, exceed the amount specified under the
LOI and are in an amount which would qualify for a further quantity discount,
all transactions will be recomputed on the expiration date of the LOI to effect
the lower sales charge. Any difference in the sales charge resulting from such
recomputation will be either delivered to you in cash or invested in additional
shares at the lower sales charge. The dealer, by signing the Account
Application, agrees to return to PFD, as part of such retroactive adjustment,
the excess of the commission previously reallowed or paid to the dealer over
that which is applicable to the actual amount of the total purchases under the
LOI.

If the total purchases, less redemptions, are less than the amount specified
under the LOI, you must remit to PFD any difference between the sales charge on
the amount actually purchased and the amount originally specified in the LOI.
When the difference is paid, the shares held in escrow will be deposited to your
account. If you do not pay the difference in sales charge within 20 days after
written request from PFD or your dealer, PIMSS, after receiving instructions
from PFD, will redeem the appropriate number of shares held in escrow to realize
the difference and release any excess.

CLASS B SHARES


You may buy Class B shares at the net asset value per share next computed after
receipt of a purchase order without the imposition of an initial sales charge;
however, Class B shares redeemed within five years of purchase will be subject
to a CDSC at the rates shown in the table below. The charge will be assessed on
the amount equal to the lesser of the current market value or the original
purchase cost of the shares being redeemed. No CDSC will be imposed on increases
in account value above the initial purchase price, including shares derived from
the reinvestment of dividends or capital gain distributions.

The amount of the CDSC, if any, will vary depending on the number of years from
the time of purchase until the time of redemption of Class B shares. In
processing redemptions of Class B shares, the fund will first redeem shares not
subject to any CDSC and then shares held longest during the five-year period. As
a result, you will pay the lowest possible CDSC.


The CDSC for Class B shares subject to a CDSC upon redemption will be determined
as follows:


                       CDSC AS A % OF DOLLAR
YEAR SINCE PURCHASE    AMOUNT SUBJECT TO CDSC

First                           4.0
Second                          4.0
Third                           3.0
Fourth                          2.0
Fifth                           1.0
Sixth and thereafter            0.0


                                       53
<PAGE>


Shares purchased prior to December 1, 2004 remain subject to the contingent
deferred sales charges in effect at the time you purchased those shares.


Proceeds from the CDSC are paid to PFD and are used in whole or in part to
defray PFD's expenses related to providing distribution-related services to the
fund in connection with the sale of Class B shares, including the payment of
compensation to broker-dealers.


Class B shares will automatically convert into Class A shares eight years after
the purchase date, except as noted below. Class B shares acquired by exchange
from Class B shares of another Pioneer mutual fund will convert into Class A
shares based on the date of the initial purchase and the applicable CDSC. Class
B shares acquired through reinvestment of distributions will convert into Class
A shares over time based on the date of the initial purchase to which such
shares relate. For this purpose, Class B shares acquired through reinvestment of
distributions will be attributed to particular purchases of Class B shares in
accordance with such procedures as the Trustees may determine from time to time.
The conversion of Class B shares to Class A shares is subject to the continuing
availability of a ruling from the Internal Revenue Service (the "IRS") or an
opinion of counsel that such conversions will not constitute taxable events for
U.S. federal income tax purposes. The conversion of Class B shares to Class A
shares will not occur if such ruling or opinion is not available and, therefore,
Class B shares would continue to be subject to higher expenses than Class A
shares for an indeterminate period.


CLASS C SHARES

You may buy Class C shares at net asset value per share next computed after
receipt of a purchase order without the imposition of an initial sales charge;
however, Class C shares redeemed within one year of purchase will be subject to
a CDSC of 1%. The charge will be assessed on the amount equal to the lesser of
the current market value or the original purchase cost of the shares being
redeemed. No CDSC will be imposed on increases in account value above the
initial purchase price, including shares derived from the reinvestment of
dividends or capital gain distributions. Class C shares do not convert to any
other class of fund shares.


In processing redemptions of Class C shares, the fund will first redeem shares
not subject to any CDSC and then shares held for the longest period of time
during the one-year period. As a result, you will pay the lowest possible CDSC.


Proceeds from the CDSC are paid to PFD and are used in whole or in part to
defray PFD's expenses related to providing distribution-related services to the
fund in connection with the sale of Class C shares, including the payment of
compensation to broker-dealers.

CLASS R SHARES


You may buy Class R shares at the net asset value per share next computed after
receipt of a purchase order without the imposition of an initial sales charge.

Class R shares are available to certain tax-deferred retirement plans (including
401(k) plans, employer-sponsored 403(b) plans, 457 plans, profit sharing and
money purchase pension plans, defined benefit plans and non-qualified deferred
compensation plans) held in plan level or omnibus accounts. Class R shares also
are available to individual retirement account rollovers from eligible
retirement plans that offered one or more Pioneer funds as investment options.
Class R shares generally are not available to non-retirement accounts,
traditional and Roth IRA's, Coverdell Education Savings Accounts, SEP's,


                                       54
<PAGE>


SAR-SEP's, Simple IRA's, individual 403(b)'s or retirement plans that are not
subject to the Employee Retirement Income Security Act of 1974.

Investors that are eligible to purchase Class R shares may also be eligible to
purchase other share classes. Your investment professional can help you
determine which class is appropriate. You should ask your investment
professional if you qualify for a waiver of sales charges on another class and
take that into consideration when selecting a class of shares. Your investment
firm may receive different compensation depending upon which class is chosen.

CLASS Y AND INVESTOR CLASS SHARES

No front-end, deferred or asset based sales charges are applicable to Class Y
and Investor Class shares. Investor Class shares convert to Class A shares on
December 10, 2006.


ADDITIONAL PAYMENTS TO DEALERS

From time to time, PFD or its affiliates may elect to make payments to
broker-dealers in addition to the commissions described above. PFD may elect to
reallow the entire initial sales charge to participating dealers for all Class A
sales with respect to which orders are placed during a particular period.
Dealers to whom substantially the entire sales charge is reallowed may be deemed
to be underwriters under federal

                                       55
<PAGE>

securities laws. Contingent upon the achievement of certain sales objectives,
PFD may pay to Mutual of Omaha Investor Services, Inc. a fee of up to 0.20% on
qualifying sales of the fund's Class A, Class B, Class C or Class R shares
through such dealer. In addition, PFD or its affiliates may elect to pay
broker-dealers an additional commission based on the net asset value of all of
the fund's Class B, Class C or Class R shares sold by a dealer during a
particular period.

PFD may elect to pay, at its own expense, additional cash or other incentives to
dealers that sell or arrange for the sale of shares of the fund. Such cash or
other incentives may take the form of payment for attendance at preapproved
conferences or seminars, sales or training programs for invited registered
representatives and other employees, payment for travel expenses, including
lodging, incurred by registered representatives and other employees for such
seminars or training programs, seminars for the public, advertising and
preapproved sales campaigns or dealer-sponsored events. PFD may also elect to
make expense reimbursements for special training of a dealer's registered
representatives and other employees in group meetings or to help pay the
expenses of sales contests. PFD will offer such cash and other incentives only
to the extent permitted by applicable law or by a self-regulatory agency such as
the NASD.


13.  REDEEMING SHARES


Redemptions may be suspended or payment postponed during any period in which any
of the following conditions exist: the New York Stock Exchange (the "Exchange")
is closed or trading on the Exchange is restricted; an emergency exists as a
result of which disposal by the fund of securities owned by it is not reasonably
practicable or it is not reasonably practicable for the fund to fairly determine
the value of the net assets of its portfolio; or the SEC, by order, so permits.

Redemptions and repurchases are taxable transactions for shareholders that are
subject to U.S. federal income tax. The net asset value per share received upon
redemption or repurchase may be more or less than the cost of shares to an
investor, depending on the market value of the portfolio at the time of
redemption or repurchase.

SYSTEMATIC WITHDRAWAL PLAN(S) ("SWP") (CLASS A, CLASS B, CLASS C AND CLASS R
SHARES). A SWP is designed to provide a convenient method of receiving fixed
payments at regular intervals from fund share accounts having a total value of
not less than $10,000. You must also be reinvesting all dividends and capital
gain distributions to use the SWP option.


Periodic payments of $50 or more will be deposited monthly, quarterly,
semiannually or annually directly into a bank account designated by the
applicant or will be sent by check to the applicant, or any person designated by
the applicant. Payments can be made either by check or electronic funds transfer
to a bank account designated by you. Withdrawals from Class B, Class C and Class
R share accounts are limited to 10% of the value of the account at the time the
SWP is established. See "Qualifying for a reduced sales charge" in the
prospectus. If you direct that withdrawal payments be paid to another person,
want to change the bank where payments are sent or designate an address that is
different from the account's address of record after you have opened your
account, a medallion signature guarantee must accompany your instructions.
Withdrawal under the SWP are redeptions that may have tax consequences for you.

Purchases of Class A shares of the fund at a time when you have a SWP in effect
may result in the payment of unnecessary sales charges and may, therefore, be
disadvantageous. SWP redemptions reduce and may ultimately exhaust the number of
shares in your account. In addition, the amounts received by a shareholder
cannot be considered as yield or income on his or her investment because part of
such


                                       56
<PAGE>


payments may be a return of his or her investment. Withdrawals under the SWP are
redemptions that may have tax consequences for you.


A SWP may be terminated at any time (1) by written notice to PIMSS or from PIMSS
to the shareholder; (2) upon receipt by PIMSS of appropriate evidence of the
shareholder's death; or (3) when all shares in the shareholder's account have
been redeemed.

You may obtain additional information by calling PIMSS at 1-800-225-6292.

REINSTATEMENT PRIVILEGE (CLASS A AND CLASS B SHARES). Subject to the provisions
outlined in the prospectus, you may reinvest all or part of your sale proceeds
from Class A or Class B shares without a sales charge into Class A shares of a
Pioneer mutual fund. However, the distributor will not pay your investment firm
a commission on any reinvested amount.


14.  TELEPHONE AND ONLINE TRANSACTIONS

You may purchase, exchange or sell Class A, Class B or Class C shares by
telephone or online. Class Y and Class R shares may not be purchased by
telephone, and Class Y and Class R shareowners are not eligible for online
transaction privileges. The fund is not offering additional Investor Class
shares except in connection with the reinvestment of dividends on the fund's
outstanding Investor Class shares. See the prospectus for more information. For
personal assistance, call 1-800-225-6292 between 8:00 a.m. and 7:00 p.m. (Class
Y account holders should contact Pioneer's Group Plans Department at
1-888-294-4480 between 9:00 a.m. and 6:00 p.m.) Eastern time on weekdays.
Computer-assisted telephone transactions may be available to shareholders who
have prerecorded certain bank information (see "FactFone(SM)"). YOU ARE STRONGLY
URGED TO CONSULT WITH YOUR INVESTMENT PROFESSIONAL PRIOR TO REQUESTING ANY
TELEPHONE OR ONLINE TRANSACTION.

TELEPHONE TRANSACTION PRIVILEGES. To confirm that each transaction instruction
received by telephone is genuine, the fund will record each telephone
transaction, require the caller to provide the validating information for the
account and send you a written confirmation of each telephone transaction.
Different procedures may apply to accounts that are registered to non-U.S.
citizens or that are held in the name of an institution or in the name of an
investment broker-dealer or other third party. If reasonable procedures, such as
those described above, are not followed, the fund may be liable for any loss due
to unauthorized or fraudulent instructions. The fund may implement other
procedures from time to time. In all other cases, neither the fund, PIMSS nor
PFD will be responsible for the authenticity of instructions received by
telephone; therefore, you bear the risk of loss for unauthorized or fraudulent
telephone transactions.


ONLINE TRANSACTION PRIVILEGES. If your account is registered in your name, you
may be able buy, exchange or sell fund shares online. Your investment firm may
also be able to buy, exchange or sell your fund shares online.

To establish online transaction privileges:
o    For new accounts, complete the online section of the account application
o    For existing accounts, complete an account options form, write to the
     transfer agent or complete the online authorization screen on
     www.pioneerfunds.com

To use online transactions, you must read and agree to the terms of an online
transaction agreement available on the Pioneer website. When you or your
investment firm requests an online transaction the transfer agent electronically
records the transaction, requires an authorizing password and sends a written
confirmation. The fund may implement other procedures from time to time.
Different procedures may

                                       57
<PAGE>

apply if you have a non-U.S. account or if your account is registered in the
name of an institution, broker-dealer or other third party. You may not be able
to use the online transaction privilege for certain types of accounts, including
most retirement accounts.

TELEPHONE AND WEBSITE ONLINE ACCESS. You may have difficulty contacting the fund
by telephone or accessing pioneerfunds.com during times of market volatility or
disruption in telephone or Internet services. On Exchange holidays or on days
when the Exchange closes early, Pioneer will adjust the hours for the telephone
center and for online transaction processing accordingly. If you are unable to
access pioneerfunds.com or to reach the fund by telephone, you should
communicate with the fund in writing.


FACTFONE(SM). FactFone(SM) is an automated inquiry and telephone transaction
system available to Pioneer mutual fund shareholders by dialing 1-800-225-4321.
FactFone(SM) allows shareholder access to current information on Pioneer mutual
fund accounts and to the prices and yields of all publicly available Pioneer
mutual funds. In addition, you may use FactFone(SM) to make computer-assisted
telephone purchases, exchanges or redemptions from your Pioneer mutual fund
accounts, access your account balances and last three transactions and order a
duplicate statement if you have activated your PIN. Telephone purchases or
redemptions require the establishment of a bank account of record.
Computer-assisted Class Y share telephone purchases, exchanges and redemptions
and certain other FactFone(SM) features for Class Y (and Investor Class)
shareholders are not currently available through FactFone(SM). YOU ARE STRONGLY
URGED TO CONSULT WITH YOUR INVESTMENT PROFESSIONAL PRIOR TO REQUESTING ANY
TELEPHONE transaction. Shareholders whose accounts are registered in the name of
a broker-dealer or other third party may not be able to use FactFone(SM). Call
PIMSS for assistance.


FactFone(SM) allows shareholders to hear the following recorded fund
information:

o    net asset value prices for all Pioneer mutual funds;

o    annualized 30-day yields on Pioneer's fixed income funds;


o    annualized 7-day yields and 7-day effective (compound) yields for Pioneer's
     money market funds; and


o    dividends and capital gain distributions on all Pioneer mutual funds.

Yields are calculated in accordance with SEC mandated standard formulas.


All performance numbers communicated through FactFone(SM) represent past
performance, and figures include the maximum applicable sales charge. A
shareholder's actual yield and total return will vary with changing market
conditions. The value of each class of shares (except for Pioneer Cash Reserves
Fund and Pioneer Tax Free Money Market Fund, which each seeks to maintain a
stable $1.00 share price) will also vary, and such shares may be worth more or
less at redemption than their original cost.

15.  PRICING OF SHARES


The net asset value per share of each class of the fund is determined as of the
close of regular trading on the Exchange (normally 4:00 p.m. Eastern time) on
each day on which the Exchange is open for trading. As of the date of this
statement of additional information, the Exchange is open for trading every
weekday except for the following holidays: New Year's Day, Martin Luther King,
Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day. The net

                                       58
<PAGE>

asset value per share of each class of the fund is also determined on any other
day on which the level of trading in its portfolio securities is sufficiently
high that the current net asset value per share might be materially affected by
changes in the value of its portfolio securities. The fund is not required to
determine its net asset value per share on any day on which no purchase orders
in good order for fund shares are received and no shares are tendered and
accepted for redemption.


In connection with making fair value determinations of the value of debt
securities, the fund's trustees use information furnished by a pricing service
which utilizes primarily a matrix system (which reflects such factors as
security prices, yields, maturities and ratings), supplemented by dealer and
exchange quotations. Other securities are valued at the last sale price on the
principal exchange or market where they are traded. Debt securities with
remaining maturities of 60 days or less are valued at amortized cost, which is a
method of determining a securities fair value. Securities which have not traded
on the date of valuation or securities for which sales prices are not generally
reported are valued at the mean between the current bid and asked prices.

Securities quoted in foreign currencies are converted to U.S. dollars utilizing
foreign exchange rates employed by the fund's independent pricing services.
Generally, trading in non-U.S. securities is substantially completed each day at
various times prior to the close of regular trading on the Exchange. The values
of such securities used in computing the net asset value of the fund's shares
are determined as of such times. Foreign currency exchange rates are also
generally determined prior to the close of regular trading on the Exchange.
Occasionally, events which affect the values of such securities and such
exchange rates may occur between the times at which they are determined and the
close of regular trading on the Exchange and will therefore not be reflected in
the computation of the fund's net asset value. International securities markets
may be open on days when the U.S. markets are closed. For this reason, the value
of any international securities owned by the fund could change on a day you
cannot buy or sell shares of the fund.

When prices determined using the foregoing methods are not available or are
considered by Pioneer to be unreliable, the fund may uses a security's fair
value. Fair value is the valuation of a security determined


                                       59
<PAGE>


on the basis of factors other than market value in accordance with procedures
approved by the fund's trustees. The fund also may use the fair value of a
security, including a non-U.S. security, when Pioneer determines that prices
determined using the foregoing methods no longer accurately reflect the value of
the security due to factors affecting one or more relevant securities markets or
the specific issuer. The use of fair value pricing by the fund may cause the net
asset value of its shares to differ from the net asset value that would be
calculated using closing market prices.

The net asset value per share of each class of the fund is computed by taking
the value of all of the fund's assets attributable to a class, less the fund's
liabilities attributable to that class, and dividing the result by the number of
outstanding shares of that class. For purposes of determining net asset value,
expenses of the classes of the fund are accrued daily and taken into account.
The fund's maximum offering price per Class A share is determined by adding the
maximum sales charge to the net asset value per Class A share. Class B, Class C,
Class Y and Class R shares are offered at net asset value without the imposition
of an initial sales charge (Class B and Class C shares may be subject to a
CDSC). No front-end, deferred or asset based sales charges are applicable to
Investor Class shares, and no additional Investor Class shares are being offered
by the fund except in connection with the reinvestment of dividends on the
fund's outstanding Investor Class shares.

16.  TAX STATUS

The fund has elected to be treated, has qualified and intends to qualify each
year as a "regulated investment company" under Subchapter M of the Code so that
it will not pay U.S. federal income tax on income and capital gains distributed
to shareholders (provided that the distribution requirements set forth below are
satisfied). In order to qualify as a regulated investment company under
Subchapter M of the Code, the fund must, among other things, derive at least 90%
of its gross income for each taxable year from dividends, interest, payments
with respect to securities loans, gains from the sale or other disposition of
stock, securities or foreign currencies and, for tax years beginning after
October 22, 2004, net income derived from an interest in a qualified publicly
traded partnership (as defined in Section 851(h) of the Code), or other income
(including gains from options, futures and forward contracts) derived with
respect to its business of investing in such stock, securities or currencies
(the "90% income test") and satisfy certain quarterly asset diversification
requirements. For purposes of the 90% income test, the character of income
earned by certain entities in which the fund invests that are not treated as
corporations for U.S. federal income tax purposes (e.g., partnerships (other
than qualified publicly traded partnerships) or trusts) will generally pass
through to the fund. Consequently, the fund may be required to limit its equity
investments in such entities that earn fee income, rental income or other
nonqualifying income.

If the fund qualifies as a regulated investment company and properly distributes
to its shareholders each taxable year an amount equal to or exceeding the sum of
(i) 90% of its "investment company taxable income" as that term is defined in
the Code (which includes, among other things, dividends, taxable interest, and
the excess of any net short-term capital gains over net long-term capital
losses, as reduced by certain deductible expenses) without regard to the
deduction for dividends paid and (ii) 90% of the excess of its gross tax-exempt
interest, if any, over certain disallowed deductions, the fund generally will be
relieved of U.S. federal income tax on any income of the fund, including "net
capital gain" (the excess of net long-term capital gain over net short-term
capital loss), distributed to shareholders. However, if the fund meets such
distribution requirements, but chooses to retain some portion of its investment
company taxable income or net capital gain, it generally will be subject to U.S.
federal income tax at regular corporate rates on the amount retained. The fund
intends to distribute at least annually all or substantially all of its
investment company taxable income, net tax-exempt interest, and net capital
gain. If the fund did not qualify as a regulated investment company for any
taxable year, it would be treated as a U.S. corporation subject to U.S. federal
income tax, thereby subjecting any income earned by the fund to tax at


                                       60
<PAGE>


the corporate level, and when such income is distributed, to a further tax at
the shareholder level.

Under the Code, the fund will be subject to a nondeductible 4% U.S. federal
excise tax on a portion of its undistributed ordinary income and capital gain
net income if it fails to meet certain distribution requirements with respect to
each calendar year. The fund intends to make distributions in a timely manner
and accordingly does not expect to be subject to the excise tax.


The fund generally distributes any net short- and long-term capital gains in
November. The fund generally pays dividends from any net investment income
quarterly during March, June, September and December. Dividends from income
and/or capital gains may also be paid at such other times as may be necessary
for the fund to avoid U.S. federal income or excise tax.

Unless shareholders specify otherwise, all distributions from the fund will be
automatically reinvested in additional full and fractional shares of the fund.
For U.S. federal income tax purposes, all dividends generally are taxable
whether a shareholder takes them in cash or reinvests them in additional shares
of the fund. In general, assuming that the fund has sufficient earnings and
profits, dividends from investment company taxable income are taxable either as
ordinary income or, if so designated by the fund and certain other conditions
are met, as "qualified dividend income" taxable to individual shareholders at a
maximum 15% U.S. federal income tax rate.

Dividend income distributed to individual shareholders will qualify for the
maximum 15% U.S. federal income tax rate on dividends to the extent that such
dividends are attributable to "qualified dividend income" as that term is
defined in Section 1(h)(11)(B) of the Code from the fund's investments in common
and preferred stock of U.S. companies and stock of certain qualified foreign
corporations provided that certain holding period and other requirements are met
by both the fund and the shareholders.


A dividend that is attributable to qualified dividend income of the fund that is
paid by the fund to an individual shareholder will not be taxable as qualified
dividend income to such shareholder if (1) the dividend is received with respect
to any share of the fund held for fewer than 61 days during the 121-day period
beginning on the date which is 60 days before the date on which such share
became ex-dividend with respect to such dividend, (2) to the extent that the
shareholder is under an obligation (whether pursuant to a short sale or
otherwise) to make related payments with respect to positions in substantially
similar or related property, or (3) the shareholder elects to have the dividend
treated as investment income for purposes of the limitation on deductibility of
investment interest. The "ex-dividend" date is the date on which the owner of
the share at the commencement of such date is entitled to receive the next
issued dividend payment for such share even if the share is sold by the owner on
that date or thereafter.


Dividends from net capital gain, if any, that are designated as capital gain
dividends are taxable as long-term capital gains for U.S. federal income tax
purposes without regard to the length of time the shareholder has held shares of
the fund. Capital gain dividends distributed by the fund to individual
shareholders generally will qualify for the maximum 15% U.S. federal income tax
rate on long-term capital gains, subject to certain limited exceptions. A
shareholder should also be aware that the benefits of the favorable tax rate
applicable to long-term capital gains and qualified dividend income may be
impacted by the application of the alternative minimum tax to individual
shareholders. Under current law, the maximum 15% U.S. federal income tax rate on
qualified dividend income and long-term capital gains will cease to apply to
taxable years beginning after December 31, 2008.

                                       61
<PAGE>


Distributions by the fund in excess of the fund's current and accumulated
earnings and profits will be treated as a return of capital to the extent of
(and in reduction of) the shareholder's tax basis in its shares and any such
amount in excess of that basis will be treated as gain from the sale of shares,
as discussed below. The U.S. federal income tax status of all distributions,
including the portion of such distributions which may qualify for treatment as
qualified dividend income, will be reported to shareholders annually.


Although dividends generally will be treated as distributed when paid, any
dividend declared by the fund as of a record date in October, November or
December and paid during the following January will be treated for U.S. federal
income tax purposes as received by shareholders on December 31 of the calendar
year in which it is declared. In addition, certain other distributions made
after the close of a taxable year of the fund may be "spilled back" and treated
as paid by the fund (except for purposes of the 4% excise tax) during such
taxable year. In such case, shareholders generally will be treated as having
received such dividends in the taxable year in which the distributions were
actually made.


Foreign exchange gains and losses realized by the fund in connection with
certain transactions involving foreign currency-denominated debt securities,
certain options and futures contracts relating to foreign currency, foreign
currency forward contracts, foreign currencies, or payables or receivables
denominated in a foreign currency are subject to Section 988 of the Code, which
generally causes such gains and losses to be treated as ordinary income and
losses and may affect the amount, timing and character of distributions to
shareholders. Under Treasury regulations that may be promulgated in the future,
any gains from such transactions that are not directly related to the fund's
principal business of investing in stock or securities (or in options contracts
or futures contracts with respect to stock or securities) may have to be limited
in order to enable the fund to satisfy the 90% income test. If the net foreign
exchange loss for a year were to exceed the fund's investment company taxable
income (computed without regard to such loss), the resulting ordinary loss for
such year would not be deductible by the fund or its shareholders in future
years.


If the fund acquires any equity interest (under Treasury regulations that may be
promulgated in the future, generally including not only stock but also an option
to acquire stock such as is inherent in a convertible bond) in certain foreign
corporations that receive at least 75% of their annual gross income from passive
sources (such as interest, dividends, certain rents and royalties, or capital
gains) or that hold at least 50% of their assets in investments producing such
passive income ("passive foreign investment companies"), the fund could be
subject to U.S. federal income tax and additional interest charges on "excess
distributions" received from such companies or on gain from the sale of stock in
such companies, even if all income or gain actually received by the fund is
timely distributed to its shareholders. The fund would not be able to pass
through to its shareholders any credit or deduction for such a tax. An election
may generally be available that would ameliorate these adverse tax consequences,
but any such election could require the fund to recognize taxable income or gain
(subject to tax distribution requirements) without the concurrent receipt of
cash. These investments could also result in the treatment of capital gains from
the sale of stock of passive foreign investment companies as ordinary income.
The fund may limit and/or manage its holdings in passive foreign investment
companies to limit its tax liability or maximize its return from these
investments.

The fund may invest in debt obligations that are in the lowest rating categories
or are unrated, including debt obligations of issuers not currently paying
interest or who are in default. Investments in debt obligations that are at risk
of or in default present special tax issues for the fund. Tax rules are not
entirely clear about issues such as when the fund may cease to accrue interest,
original issue discount or market discount, when and to what extent deductions
may be taken for bad debts or worthless securities, how payments received on
obligations in default should be allocated between principal and income and
whether exchanges of debt obligations in a workout context are taxable. These
and other issues will be addressed by the fund, in the event it invests in such
securities, in order to seek to ensure that it distributes

                                       62
<PAGE>

sufficient income to preserve its status as a regulated investment company and
does not become subject to U.S. federal income or excise tax.

If the fund invests in certain pay-in-kind securities, zero coupon securities,
deferred interest securities or, in general, any other securities with original
issue discount (or with market discount if the fund elects to include market
discount in income currently), the fund generally must accrue income on such
investments for each taxable year, which generally will be prior to the receipt
of the corresponding cash payments. However, the fund must distribute, at least
annually, all or substantially all of its investment company taxable income,
including such accrued income, to shareholders to qualify as a regulated
investment company under the Code and avoid U.S. federal income and excise
taxes. Therefore, the fund may have to dispose of its portfolio securities under
disadvantageous circumstances to generate cash, or may have to borrow the cash,
to satisfy distribution requirements.


For U.S. federal income tax purposes, the fund is permitted to carry forward a
net capital loss for any year to offset its capital gains, if any, for up to
eight years following the year of the loss. To the extent subsequent capital
gains are offset by such losses, they would not result in U.S. federal income
tax liability to the fund and are not expected to be distributed as such to
shareholders. See "Annual Fee, Expense and Other Information" for the fund's
available capital loss carryforwards.


At the time of an investor's purchase of fund shares, a portion of the purchase
price may be attributable to realized or unrealized appreciation in the fund's
portfolio or undistributed taxable income of the fund. Consequently, subsequent
distributions by the fund with respect to these shares from such appreciation or
income may be taxable to such investor even if the net asset value of the
investor's shares is, as a result of the distributions, reduced below the
investor's cost for such shares and the distributions economically represent a
return of a portion of the investment.

Redemptions and exchanges generally are taxable events for shareholders that are
subject to tax. Shareholders should consult their own tax advisers with
reference to their individual circumstances to determine whether any particular
transaction in fund shares is properly treated as a sale for tax purposes, as
the following discussion assumes, and the tax treatment of any gains or losses
recognized in such transactions. In general, if fund shares are sold, the
shareholder will recognize gain or loss equal to the difference between the
amount realized on the sale and the shareholder's adjusted basis in the shares.
Such gain or loss generally will be treated as long-term capital gain or loss if
the shares were held for more than one year and otherwise generally will be
treated as short-term capital gain or loss. Any loss recognized by a shareholder
upon the redemption, exchange or other disposition of shares with a tax holding
period of six months or less will be treated as a long-term capital loss to the
extent of any amounts treated as distributions of long-term capital gain with
respect to such shares.

In addition, if Class A or Class B shares that have been held for less than 91
days are redeemed and the proceeds are reinvested in Class A shares of the fund
or in Class A shares of another mutual fund at net asset value pursuant to the
reinstatement privilege, or if Class A shares in the fund that have been held
for less than 91 days are exchanged for the same class of shares in another fund
at net asset value pursuant to the exchange privilege, all or a portion of the
sales charge paid on the shares that are redeemed or exchanged will not be
included in the tax basis of such shares under the Code to the extent a sales
charge that would otherwise apply to the shares received is reduced pursuant to
the reinstatement or exchange privilege. In either case, the portion of the
sales charge not included in the tax basis of the shares redeemed or surrendered
in an exchange is included in the tax basis of the shares acquired in the
reinvestment or exchange. Losses on redemptions or other dispositions of shares
may be disallowed under "wash sale" rules in the event of other investments in
the fund (including those made pursuant to reinvestment of dividends and/or
capital gain distributions) within a period of 61 days beginning 30 days before
and ending 30 days after a redemption or other disposition of shares. In such a
case, the disallowed

                                       63
<PAGE>

portion of any loss generally would be included in the U.S. federal tax basis of
the shares acquired in the other investments.


Under Treasury regulations, if a shareholder recognizes a loss with respect to
shares of $2 million or more for an individual shareholder, or $10 million or
more for a corporate shareholder, in any single taxable year (or greater amounts
over a combination of years), the shareholder must file with the IRS a
disclosure statement on Form 8886. Shareholders who own portfolio securities
directly are in many cases excepted from this reporting requirement but, under
current guidance, shareholders of regulated investment companies are not
excepted. A shareholder who fails to make the required disclosure to the IRS may
be subject to substantial penalties. The fact that a loss is reportable under
these regulations does not affect the legal determination of whether or not the
taxpayer's treatment of the loss is proper. Shareholders should consult with
their tax advisers to determine the applicability of these regulations in light
of their individual circumstances.


Options written or purchased and futures contracts entered into by the fund on
certain securities, indices and foreign currencies, as well as certain forward
foreign currency contracts, may cause the fund to recognize gains or losses from
marking-to-market even though such options may not have lapsed, been closed out,
or exercised, or such futures or forward contracts may not have been performed
or closed out. The tax rules applicable to these contracts may affect the
characterization of some capital gains and losses realized by the fund as
long-term or short-term. Certain options, futures and forward contracts relating
to foreign currency may be subject to Section 988 of the Code, as described
above, and accordingly may produce ordinary income or loss. Additionally, the
fund may be required to recognize gain if an option, futures contract, forward
contract, short sale or other transaction that is not subject to the
mark-to-market rules is treated as a "constructive sale" of an "appreciated
financial position" held by the fund under Section 1259 of the Code. Any net
mark-to-market gains and/or gains from constructive sales may also have to be
distributed to satisfy the distribution requirements referred to above even
though the fund may receive no corresponding cash amounts, possibly requiring
the disposition of portfolio securities or borrowing to obtain the necessary
cash. Losses on certain options, futures or forward contracts and/or offsetting
positions (portfolio securities or other positions with respect to which the
fund's risk of loss is substantially diminished by one or more options, futures
or forward contracts) may also be deferred under the tax straddle rules of the
Code, which may also affect the characterization of capital gains or losses from
straddle positions and certain successor positions as long-term or short-term.
Certain tax elections may be available that would enable the fund to ameliorate
some adverse effects of the tax rules described in this paragraph. The tax rules
applicable to options, futures, forward contracts and straddles may affect the
amount, timing and character of the fund's income and gains or losses and hence
of its distributions to shareholders.

Dividends received by the fund from U.S. corporations in respect of any share of
stock with a tax holding period of at least 46 days (91 days in the case of
certain preferred stock) extending before and after each dividend held in an
unleveraged position and distributed and designated by the fund (except for
capital gain dividends received from a regulated investment company) may be
eligible for the 70% dividends-received deduction generally available to
corporations under the Code. Any corporate shareholder should consult its tax
adviser regarding the possibility that its tax basis in its shares may be
reduced, for U.S. federal income tax purposes, by reason of "extraordinary
dividends" received with respect to the shares and, to the extent such basis
would be reduced below zero, current recognition of income may be required. In
order to qualify for the deduction, corporate shareholders must meet the minimum
holding period requirement stated above with respect to their fund shares,
taking into account any holding period reductions from certain hedging or other
transactions or positions that diminish their risk of loss with respect to their
fund shares, and, if they borrow to acquire or otherwise incur debt attributable
to fund shares, they may be denied a portion of the dividends-received
deduction. The entire dividend, including the otherwise deductible amount, will
be included in determining the excess, if any, of a corporation's

                                       64
<PAGE>

adjusted current earnings over its alternative minimum taxable income, which may
increase a corporation's alternative minimum tax liability.

The fund may be subject to withholding and other taxes imposed by foreign
countries, including taxes on interest, dividends and capital gains with respect
to its investments in those countries, which would, if imposed, reduce the yield
on or return from those investments. Tax conventions between certain countries
and the U.S. may reduce or eliminate such taxes in some cases. The fund does not
expect to satisfy the requirements for passing through to its shareholders their
pro rata shares of qualified foreign taxes paid by the fund, with the result
that shareholders will not include such taxes in their gross incomes and will
not be entitled to a tax deduction or credit for such taxes on their own tax
returns.

Shareholders that are exempt from U.S. federal income tax, such as retirement
plans that are qualified under Section 401 of the Code, generally are not
subject to U.S. federal income tax on fund dividends or distributions or on
sales or exchanges of fund shares unless the acquisition of the fund shares was
debt-financed. However, in the case of fund shares held through a non-qualified
deferred compensation plan, fund dividends and distributions received by the
plan and sales and exchanges of fund shares by the plan generally are taxable to
the employer sponsoring such plan in accordance with the U.S. federal income tax
laws governing deferred compensation plans.

A plan participant whose retirement plan invests in the fund, whether such plan
is qualified or not, generally is not taxed on fund dividends or distributions
received by the plan or on sales or exchanges of fund shares by the plan for
U.S. federal income tax purposes. However, distributions to plan participants
from a retirement plan account generally are taxable as ordinary income and
different tax treatment, including penalties on certain excess contributions and
deferrals, certain pre-retirement and post-retirement distributions and certain
prohibited transactions, is accorded to accounts maintained as qualified
retirement plans. Shareholders should consult their tax advisers for more
information.

Federal law requires that the fund withhold (as "backup withholding") 28% of
reportable payments, including dividends, capital gain distributions and the
proceeds of redemptions and exchanges or repurchases of fund shares, paid to
shareholders who have not complied with IRS regulations. In order to avoid this
withholding requirement, shareholders, other than certain exempt entities, must
certify on their Account Applications, or on separate IRS Forms W-9, that the
Social Security Number or other Taxpayer Identification Number they provide is
their correct number and that they are not currently subject to backup
withholding, or that they are exempt from backup withholding. The fund may
nevertheless be required to backup withhold if it receives notice from the IRS
or a broker that the number provided is incorrect or backup withholding is
applicable as a result of previous underreporting of interest or dividend
income.

If, as anticipated, the fund continues to qualify as a regulated investment
company under the Code, it will not be required to pay any Massachusetts income,
corporate excise or franchise taxes.


The description of certain federal tax provisions above relates only to U.S.
federal income tax consequences for shareholders who are U.S. persons, i.e.,
U.S. citizens or residents or U.S. corporations, partnerships, trusts or
estates, and who are subject to U.S. federal income tax and hold their shares as
capital assets. Except as otherwise provided, this description does not address
the special tax rules that may be applicable to particular types of investors,
such as financial institutions, insurance companies, securities dealers, or
tax-exempt or tax-deferred plans, accounts or entities. Investors other than
U.S. persons may be subject to different U.S. federal income tax treatment,
including a non-resident alien U.S. withholding tax at the rate of 30% or at a
lower treaty rate on amounts treated as ordinary dividends from the fund (other
than certain dividends derived from short-term capital gains and qualified
interest income of the fund for taxable years of the fund commencing after
December 31, 2004) and, unless an effective


                                       65
<PAGE>


IRS Form W-8BEN, or other authorized withholding certificate is on file, to
backup withholding at the rate of 28% on certain other payments from the fund.
Shareholders should consult their own tax advisers on these matters and on
state, local, foreign and other applicable tax laws.

17.  INVESTMENT RESULTS

See "Annual Fee, Expense and Other Information" for performance information for
each class of fund shares as of the most recently completed fiscal year.

18.  FINANCIAL STATEMENTS

The fund's financial statements and financial highlights for the fiscal year
ended December 31, 2004 appearing in the fund's annual report filed with the SEC
on March 11, 2005 (Accession No. 0000908996-05-000019), are incorporated by
reference into this statement of additional information. Those financial
statements and financial highlights have been audited by Ernst & Young LLP,
independentregistered public accounting firm, as indicated in their report
thereon, incorporated herein by reference in reliance upon such report given on
the authority of Ernst & Young LLP as experts in accounting and auditing.


The fund's annual report includes the financial statements referenced above and
is available without charge upon request by calling Shareholder Services at
1-800-225-6292.

                                       66
<PAGE>


19.  ANNUAL FEE, EXPENSE AND OTHER INFORMATION


PORTFOLIO TURNOVER


The fund's annual portfolio turnover rate was 14% for the fiscal year ended
December 31, 2004.


SHARE OWNERSHIP


As of March 31, 2005, the Trustees and officers of the fund owned beneficially
in the aggregate less than 1% of the outstanding shares of the fund. The
following is a list of the holders of 5% or more of any class of the fund's
outstanding shares as of March 31, 2005:


                                       67
<PAGE>


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
RECORD HOLDER                              SHARE CLASS      NUMBER OF SHARES   % OF CLASS
-----------------------------------------------------------------------------------------
<S>                                        <C>              <C>                <C>
Merrill Lynch, Pierce, Fenner & Smith      Class B          1,815,002.090      14.41
Incorporated for the Sole Benefit of its   Class C          2,566,332.114      34.61
Customers                                  Class Y          216,871.769        5.60
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484

-----------------------------------------------------------------------------------------
Citigroup Global Markets Inc.              Class C          641,922.827        8.65
ATTN Peter Booth
333 West 34th St 7th Fl
New York NY  10001-2402

-----------------------------------------------------------------------------------------
Pioneer Protected Principal Plus Fund II   Class Y          481,134.838        12.43
60 State St.
Boston, MA 02109-1800

-----------------------------------------------------------------------------------------
State St. Bank and Trust Trustee           Class Y          2,336,552.116      60.36
FBO Pacificorp K Plus Savings Plan
805 Pennsylvania Ave.
5th Fl., Tower 2
Kansas City, MO 64105

-----------------------------------------------------------------------------------------
State of Florida Public Employees          Class Y          353,413.176        9.13
Optional Retirement Program
1801 Hermitage Blvd Ste 100
Tallahassee, FL  32308-7743

-----------------------------------------------------------------------------------------
ING National Trust                         Class R          274,221.189        53.60
Trustee Agreement and Aetna
403(B) (7)
Custodial Account
151 Farmington Avenue
Hartford, CT  06156-0001

-----------------------------------------------------------------------------------------
Aetna Life Insurance & Annuity Co.         Class R          97,330.857         19.02
151 Farmington Ave
Hartford CT 06156-0001

-----------------------------------------------------------------------------------------
Charles Schwab & Co. Inc.                  Investor Class   2,341,517.687      17.79
Exclusive Benefit of its Cust.
Attn: Mutual Fund Department
101 Montgomery St.
San Francisco, CA  94104-4122
-----------------------------------------------------------------------------------------
</TABLE>


                                       68
<PAGE>

                                       69
<PAGE>

TRUSTEE OWNERSHIP OF SHARES OF THE FUND AND OTHER PIONEER FUNDS


The following table indicates the value of shares that each Trustee beneficially
owned in the fund and Pioneer Funds in the aggregate as of December 31, 2004.
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,
2004. The share value of any open-end Pioneer Fund is based on the net asset
value of the class of shares on December 31, 2004. The dollar ranges in this
table are in accordance with SEC requirements.



<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
                                                   AGGREGATE DOLLAR RANGE OF EQUITY
                            DOLLAR RANGE OF        SECURITIES IN ALL REGISTERED
                            EQUITY SECURITIES IN   INVESTMENT COMPANIES IN THE
NAME OF TRUSTEE             THE FUND               PIONEER FAMILY OF FUNDS
-----------------------------------------------------------------------------------
<S>                             <C>                                <C>
INTERESTED TRUSTEES
-----------------------------------------------------------------------------------
John F. Cogan, Jr.                 Over $100,000                      Over $100,000
-----------------------------------------------------------------------------------
Osbert M Hood                   $50,001-$100,000                      Over $100,000
-----------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
-----------------------------------------------------------------------------------
David R. Bock*                               N/A                                N/A
-----------------------------------------------------------------------------------
Mary K. Bush                          $1-$10,000                    $10,001-$50,000
-----------------------------------------------------------------------------------
Richard H. Egdahl, M.D.**                   None                   $50,001-$100,000
-----------------------------------------------------------------------------------
Margaret B.W. Graham                  $1-$10,000                    $10,001-$50,000
-----------------------------------------------------------------------------------
Marguerite A. Piret              $10,001-$50,000                      Over $100,000
-----------------------------------------------------------------------------------
Stephen K. West                             None                      Over $100,000
-----------------------------------------------------------------------------------
John Winthrop                   $50,001-$100,000                      Over $100,000
-----------------------------------------------------------------------------------
</TABLE>



*    Mr. Bock became a Trustee of the fund on January 1, 2005.
**   Dr. Egdahl retired as Trustee of the fund on December 31, 2004.


COMPENSATION OF OFFICERS AND TRUSTEES

The following table sets forth certain information with respect to the
compensation of each Trustee of the fund.

                                       70
<PAGE>


----------------------------------------------------------------------------
                                       PENSION OR
                                       RETIREMENT         TOTAL COMPENSATION
                        AGGREGATE      BENEFITS ACCRUED   FROM THE FUND AND
                        COMPENSATION   AS PART OF FUND    OTHER PIONEER
NAME OF TRUSTEE         FROM FUND**    EXPENSES           FUNDS***
----------------------------------------------------------------------------
INTERESTED TRUSTEES:
----------------------------------------------------------------------------
John F. Cogan, Jr.*     $     500.00             $ 0.00            $  23,100
----------------------------------------------------------------------------
Osbert M. Hood*               500.00               0.00               23,100
----------------------------------------------------------------------------
INDEPENDENT TRUSTEES:
----------------------------------------------------------------------------
David R. Bock+                   N/A                N/A                  N/A
----------------------------------------------------------------------------
Mary K. Bush               20,365.17               0.00              116,500
----------------------------------------------------------------------------
Richard H. Egdahl,         19,214.31               0.00              112,250
M.D.++
----------------------------------------------------------------------------
Margaret B.W. Graham       22,086.36               0.00              122,875
----------------------------------------------------------------------------
Marguerite A. Piret        23,695.30               0.00              130,000
----------------------------------------------------------------------------
Stephen K. West            17,493.18               0.00              105,875
----------------------------------------------------------------------------
John Winthrop              19,418.51               0.00              113,050
----------------------------------------------------------------------------
TOTAL                   $ 123,272.82             $ 0.00            $ 746,750
----------------------------------------------------------------------------


     *    Under the management contract, Pioneer reimburses the fund for any
          Interested Trustees fees paid by the fund.

     **   For the fiscal year ended December 31, 2004.
     ***  For the calendar year ended December 31, 2004. There are 80 U.S.
          registered investment portfolios in the Pioneer Family of Funds.
     +    Mr. Bock became a Trustee of the fund on January 1, 2005.
     ++   Dr. Egdahl retired as Trustee of the fund on December 31, 2004.


APPROXIMATE MANAGEMENT FEES THE FUND PAID OR OWED PIONEER

FOR THE FISCAL YEARS ENDED DECEMBER 31,

2004           2003           2002
$ 33,678,032   $ 28,276,297   $ 36,391,663


FEES THE FUND PAID TO PIONEER UNDER THE ADMINISTRATION AGREEMENT

FOR THE FISCAL YEARS ENDED DECEMBER 31,

2004          2003        2002
$ 1,184,025   $ 848,460   $ 974,584


CARRYOVER OF DISTRIBUTION EXPENSES


As of December 31, 2004 there was no carryover of distribution expenses under
the Class A Plan.


                                       71
<PAGE>

APPROXIMATE NET UNDERWRITING COMMISSIONS RETAINED BY PFD (CLASS A SHARES)

FOR THE FISCAL YEARS ENDED DECEMBER 31,

2004          2003          2002
$ 1,185,856   $ 1,213,000   $ 1,644,000


APPROXIMATE COMMISSIONS REALLOWED TO DEALERS (CLASS A SHARES)

FOR THE FISCAL YEARS ENDED DECEMBER 31,

2004          2003          2002
$ 7,932,135   $ 8,424,000   $ 11,698,000


APPROXIMATE COMMISSIONS REALLOWED TO DEALERS (CLASS C SHARES)

FOR THE FISCAL YEARS ENDED DECEMBER 31,

2004       2003        2002
$ 47,609   $ 331,000   $ 294,000


FUND EXPENSES UNDER THE DISTRIBUTION PLANS

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

CLASS A PLAN   CLASS B PLAN   CLASS C PLAN   CLASS R PLAN
$ 12,218,072   $ 5,321,301    $ 2,947,217    $ 52,614


CDSCS


During the fiscal year ended December 31, 2004, CDSCs in the amount of
$1,212,415 were paid to PFD.


APPROXIMATE BROKERAGE AND UNDERWRITING COMMISSIONS (PORTFOLIO TRANSACTIONS)

FOR THE FISCAL YEARS ENDED DECEMBER 31,

2004          2003          2002
$ 2,731,385   $ 1,731,000   $ 2,245,000



CAPITAL LOSS CARRYFORWARDS AS OF DECEMBER 31, 2004

At December 31, 2004, the fund had a net capital loss carryforward of
$201,383,007, of which the following amounts will expire between 2010 and 2011,
if not utilized.

$9,207,673 in 2010
$192,175,334 in 2011


                                       72
<PAGE>


AVERAGE ANNUAL TOTAL RETURNS (DECEMBER 31, 2004)

<TABLE>
<CAPTION>
                                                   AVERAGE ANNUAL TOTAL RETURN (%)*
                                                                          SINCE       INCEPTION
CLASS OF SHARES                       ONE YEAR   FIVE YEARS   TEN YEARS   INCEPTION   DATE
<S>                                   <C>        <C>          <C>         <C>         <C>
Class A Shares                                                                        02/13/28
Return before taxes                   11.64      -0.27        11.95       12.58
Return after taxes on distributions   11.30      -0.79        10.65       8.92
Return after taxes on distributions
and sale of shares                    7.55       -0.43        9.97        8.92
Class B Shares                                                                        07/01/96
Return before taxes                   10.68      -1.14        N/A         9.04
Return after taxes on distributions   10.68      -1.46        N/A         8.20
Return after taxes on distributions
and sale of shares                    6.94       -1.05        N/A         7.61
Class C Shares                                                                        07/01/96+
Return before taxes                   10.74      -1.05        N/A         8.96
Return after taxes on distributions   10.68      -1.07        N/A         8.11
Return after taxes on distributions
and sale of shares                    6.98       -1.00        N/A         7.53
Class Y Shares                                                                        05/06/99
Return before taxes                   12.15      0.16         12.22       12.61
Return after taxes on distributions   11.64      -0.49        10.84       8.94
Return after taxes on distributions
and sale of shares                    7.87       -0.15        10.16       8.83
Class R Shares                                                                        04/01/03++
Return before taxes                   11.58      -0.56        11.50       11.92
Return after taxes on distributions   11.25      -0.64        11.45       11.91
Return after taxes on distributions
and sale of shares                    7.51       -0.51        10.31       11.68
Investor Class Shares                                                                 12/10/04+++
Return before taxes                   N/A        N/A          N/A         2.41
Return after taxes on distributions   N/A        N/A          N/A         2.41
Return after taxes on distributions
And sale of shares                    N/A        N/A          N/A         1.57
</TABLE>

* Reflects any applicable sales charges.


+The performance of Class C shares does not reflect the 1% front-end sales
charge in effect prior to February 1, 2004. If you paid a 1% sales charge, your
returns would be lower than those shown above.


++The performance of Class R shares for the period prior to the commencement of
operations of Class R shares on April 1, 2003 is based on the performance of
Class A shares, reduced to reflect the higher distribution and service fees of
Class R shares. The performance of Class R shares does not reflect the 1% CDSC
that was in effect prior to July 1, 2004.

+++ Reflects the inception date of the Investor Class shares on December 10,
2004.


                                       73
<PAGE>


20. APPENDIX A - DESCRIPTION OF SHORT-TERM DEBT, CORPORATE BOND AND PREFERRED
STOCK RATINGS


MOODY'S INVESTORS SERVICE, INC. ("MOODY'S") PRIME RATING SYSTEM

Moody's short-term ratings are opinions of the ability of issuers to honor
senior financial obligations and contracts. Such obligations generally have an
original maturity not exceeding one year, unless explicitly noted.

Moody's employs the following designations, all judged to be investment grade,
to indicate the relative repayment ability of rated issuers:

Prime-1: Issuers rated Prime-1 (or supporting institutions) have a superior
ability for repayment of senior short-term debt obligations. Prime-1 repayment
ability will often be evidenced by many of the following characteristics:

Leading market positions in well-established industries.
High rates of return on funds employed.
Conservative capitalization structure with moderate reliance on debt and ample
asset protection. Broad margins in earnings coverage of fixed financial charges
and high internal cash generation. Well-established access to a range of
financial markets and assured sources of alternate liquidity.

Prime-2: Issuers (or supporting institutions) rated Prime-2 have a strong
ability to repay senior short-term debt obligations. This will normally be
evidenced by many of the characteristics cited above, but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation than is the case for Prime-2 securities. Capitalization
characteristics, while still appropriate, may be more affected by external
conditions. Ample alternate liquidity is maintained.

Prime-3: Issuers (or supporting institutions) rated Prime-3 have an acceptable
ability for repayment of senior short-term obligations. The effect of industry
characteristics and market compositions may be more pronounced. Variability in
earnings and profitability may result in changes in the level of debt-protection
measurements and may require relatively high financial leverage. Adequate
alternate liquidity is maintained.

Not Prime: Issuers rated Not Prime do not fall within any of the Prime rating
categories.

In addition, in certain countries the prime rating may be modified by the
issuer's or guarantor's senior unsecured long-term debt rating.

MOODY'S DEBT RATINGS

Aaa: Bonds and preferred stock which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and are generally
referred to as "gilt edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.

Aa: Bonds and preferred stock which are rated Aa are judged to be of high
quality by all standards. Together with the Aaa group they comprise what are
generally known as high-grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities or

                                       74
<PAGE>

fluctuation of protective elements may be of greater amplitude or there may be
other elements present which make the long-term risk appear somewhat larger than
the Aaa securities.

A: Bonds and preferred stock which are rated A possess many favorable investment
attributes and are to be considered as upper-medium-grade obligations. Factors
giving security to principal and interest are considered adequate, but elements
may be present which suggest a susceptibility to impairment some time in the
future.

Baa: Bonds and preferred stock which are rated Baa are considered as
medium-grade obligations (i.e., they are neither highly protected nor poorly
secured). Interest payments and principal security appear adequate for the
present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have speculative
characteristics as well.

Ba: Bonds and preferred stock which are rated Ba are judged to have speculative
elements; their future cannot be considered as well-assured. Often the
protection of interest and principal payments may be very moderate, and thereby
not well safeguarded during both good and bad times over the future. Uncertainty
of position characterizes bonds in this class.

B: Bonds and preferred stock which are rated B generally lack characteristics of
the desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.

Caa: Bonds and preferred stock which are rated Caa are of poor standing. Such
issues may be in default or there may be present elements of danger with respect
to principal or interest.

Ca: Bonds and preferred stock which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have other
marked shortcomings.

C: Bonds and preferred stock which are rated C are the lowest rated class of
bonds, and issues so rated can be regarded as having extremely poor prospects of
ever attaining any real investment standing.

Moody's assigns ratings to individual debt securities issued from medium-term
note (MTN) programs, in addition to indicating ratings to MTN programs
themselves. Notes issued under MTN programs with such indicated ratings are
rated at issuance at the rating applicable to all pari passu notes issued under
the same program, at the program's relevant indicated rating, provided such
notes do not exhibit any of the characteristics listed below. For notes with any
of the following characteristics, the rating of the individual note may differ
from the indicated rating of the program:

1) Notes containing features which link the cash flow and/or market value to the
credit performance of any third party or parties.
2) Notes allowing for negative coupons, or negative principal.
3) Notes containing any provision which could obligate the investor to make any
additional payments.

Market participants must determine whether any particular note is rated, and if
so, at what rating level.

Note: Moody's applies numerical modifiers 1, 2, and 3 in each generic rating
classification from Aa through Caa. The modifier 1 indicates that the obligation
ranks in the higher end of its generic rating category; the modifier 2 indicates
a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of
that generic rating category.

                                       75
<PAGE>

STANDARD & POOR'S SHORT-TERM ISSUE CREDIT RATINGS

A-1: A short-term obligation rated A-1 is rated in the highest category by
Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is strong. Within this category, certain obligations are
designated with a plus sign (+). This indicates that the obligor's capacity to
meet its financial commitment on these obligations is extremely strong.

A-2: A short-term obligation rated A-2 is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rating categories. However, the obligor's capacity to meet
its financial commitment on the obligation is satisfactory.

A-3: A short-term obligation rated A-3 exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity of the obligor to meet its financial commitment
on the obligation.

B: A short-term obligation rated B is regarded as having significant speculative
characteristics. The obligor currently has the capacity to meet its financial
commitment on the obligation; however, it faces major ongoing uncertainties
which could lead to the obligor's inadequate capacity to meet its financial
commitment on the obligation.

C: A short-term obligation rated C is currently vulnerable to nonpayment and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation.

D: A short-term obligation rated D is in payment default. The D rating category
is used when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poor's believes that
such payments will be made during such grace period. The D rating also will be
used upon the filing of a bankruptcy petition or the taking of a similar action
if payments on an obligation are jeopardized.

STANDARD & POOR'S LONG-TERM ISSUE CREDIT RATINGS

Issue credit ratings are based, in varying degrees, on the following
considerations:

     o    Likelihood of payment-capacity and willingness of the obligor to meet
          its financial commitment on an obligation in accordance with the terms
          of the obligation;
     o    Nature of and provisions of the obligation;
     o    Protection afforded by, and relative position of, the obligation in
          the event of bankruptcy, reorganization, or other arrangement under
          the laws of bankruptcy and other laws affecting creditors' rights.

The issue rating definitions are expressed in terms of default risk. As such,
they pertain to senior obligations of an entity. Junior obligations are
typically rated lower than senior obligations, to reflect the lower priority in
bankruptcy, as noted above. (Such differentiation applies when an entity has
both senior and subordinated obligations, secured and unsecured obligations, or
operating company and holding company obligations.) Accordingly, in the case of
junior debt, the rating may not conform exactly with the category definition.

AAA: An obligation rated AAA has the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is extremely strong.

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<PAGE>

AA: An obligation rated AA differs from the highest rated obligations only in
small degree. The obligor's capacity to meet its financial commitment on the
obligation is very strong.

A: An obligation rated A is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than obligations in higher
rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.

BBB: An obligation rated BBB exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity of the obligor to meet its financial commitment on the
obligation.

Obligations rated BB, B, CCC, CC, and C are regarded as having significant
speculative characteristics. BB indicates the least degree of speculation and C
the highest. While such obligations will likely have some quality and protective
characteristics, these may be outweighed by large uncertainties or major
exposures to adverse conditions.

BB: An obligation rated BB is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to the
obligor's inadequate capacity to meet its financial commitment on the
obligation.

B: An obligation rated B is more vulnerable to nonpayment than obligations rated
BB, but the obligor currently has the capacity to meet its financial commitment
on the obligation. Adverse business, financial, or economic conditions will
likely impair the obligor's capacity or willingness to meet its financial
commitment on the obligation.

CCC: An obligation rated CCC is currently vulnerable to nonpayment, and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation. In the event of
adverse business, financial, or economic conditions, the obligor is not likely
to have the capacity to meet its financial commitment on the obligation.

CC: An obligation rated CC is currently highly vulnerable to nonpayment.

C: A subordinated debt or preferred stock obligation rated C is CURRENTLY HIGHLY
VULNERABLE to nonpayment. The C rating may be used to cover a situation where a
bankruptcy petition has been filed or similar action taken, but payments on this
obligation are being continued. A C also will be assigned to a preferred stock
issue in arrears on dividends or sinking fund payments, but that is currently
paying.

D: An obligation rated D is in payment default. The D rating category is used
when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poor's believes that
such payments will be made during such grace period. The D rating also will be
used upon the filing of a bankruptcy petition or the taking of a similar action
if payments on an obligation are jeopardized.

Plus (+) or minus (-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

r: This symbol is attached to the ratings of instruments with significant
noncredit risks. It highlights risks to principal or volatility of expected
returns which are not addressed in the credit rating.

N.R.: This indicates that no rating has been requested, that there is
insufficient information on which to base a rating, or that Standard & Poor's
does not rate a particular obligation as a matter of policy.

                                       77
<PAGE>

+LOCAL CURRENCY AND FOREIGN CURRENCY RISKS

Country risk considerations are a standard part of Standard & Poor's analysis
for credit ratings on any issuer or issue. Currency of repayment is a key factor
in this analysis. An obligor's capacity to repay foreign currency obligations
may be lower than its capacity to repay obligations in its local currency due to
the sovereign government's own relatively lower capacity to repay external
versus domestic debt. These sovereign risk considerations are incorporated in
the debt ratings assigned to specific issues. Foreign currency issuer ratings
are also distinguished from local currency issuer ratings to identify those
instances where sovereign risks make them different for the same issuer.

The ratings indicated herein are believed to be the most recent ratings
available at the date of this statement of additional information for the
securities listed. Ratings are generally given to securities at the time of
issuance. While the rating agencies may from time to time revise such ratings,
they undertake no obligation to do so, and the ratings indicated do not
necessarily represent ratings which will be given to these securities on the
date of the fund's fiscal year-end.

                                       78
<PAGE>

                                       79
<PAGE>


21.  APPENDIX B - PROXY VOTING POLICIES AND PROCEDURES

                     PROXY VOTING POLICIES AND PROCEDURES OF
                       PIONEER INVESTMENT MANAGEMENT, INC.

                            VERSION DATED JULY, 2004

                                    OVERVIEW

Pioneer Investment Management, Inc. ("Pioneer") is a fiduciary that owes each of
its client's duties of care and loyalty with respect to all services undertaken
on the client's behalf, including proxy voting. When Pioneer has been delegated
proxy-voting authority for a client, the duty of care requires Pioneer to
monitor corporate events and to vote the proxies. To satisfy its duty of
loyalty, Pioneer must place its client's interests ahead of its own and must
cast proxy votes in a manner consistent with the best interest of its clients.
Pioneer will vote all proxies presented in a timely manner.

The Proxy Voting Policies and Procedures are designed to complement Pioneer's
investment policies and procedures regarding its general responsibility to
monitor the performance and/or corporate events of companies that are issuers of
securities held in accounts managed by Pioneer. Pioneer's Proxy Voting Policies
summarize Pioneer's position on a number of issues solicited by companies held
by Pioneer's clients. The policies are guidelines that provide a general
indication on how Pioneer would vote but do not include all potential voting
scenarios.

Pioneer's Proxy Voting Procedures detail monitoring of voting, exception votes,
and review of conflicts of interest and ensure that case-by-case votes are
handled within the context of the overall guidelines (i.e. best interest of
client). The overriding goal is that all proxies for US and non-US companies
that are received promptly will be voted in accordance with Pioneer's policies
or specific client instructions. All shares in a company held by Pioneer-managed
accounts will be voted alike, unless a client has given us specific voting
instructions on an issue or has not delegated authority to us or the Proxy
Voting Oversight Group determines that the circumstances justify a different
approach.

Pioneer does not delegate the authority to vote proxies relating to its clients
to any of its affiliates, which include other subsidiaries of UniCredito.

ANY QUESTIONS ABOUT THESE POLICIES AND PROCEDURES SHOULD BE DIRECTED TO THE
PROXY COORDINATOR.

                             PROXY VOTING PROCEDURES

PROXY VOTING SERVICE
Pioneer has engaged an independent proxy voting service to assist in the voting
of proxies. The proxy voting service works with custodians to ensure that all
proxy materials are received by the custodians and are processed in a timely
fashion. To the extent applicable, the proxy voting service votes all proxies in
accordance with the proxy voting policies established by Pioneer. The proxy
voting service will refer proxy questions to the Proxy Coordinator (described
below) for instructions under circumstances where: (1) the application of the
proxy voting guidelines is unclear; (2) a particular proxy question is not
covered by the guidelines; or (3) the guidelines call for specific instructions
on a case-by-case basis. The proxy voting service is also requested to call to
the Proxy Coordinator's attention specific proxy questions that, while governed
by a guideline, appear to involve unusual or controversial issues. Pioneer
reserves the right to attend a meeting in person and


                                       80
<PAGE>


may do so when it determines that the company or the matters to be voted on at
the meeting are strategically important to its clients.

PROXY COORDINATOR
Pioneer's Director of Investment Operations (the "Proxy Coordinator")
coordinates the voting, procedures and reporting of proxies on behalf of
Pioneer's clients. The Proxy Coordinator will deal directly with the proxy
voting service and, in the case of proxy questions referred by the proxy voting
service, will solicit voting recommendations and instructions from the Director
of Portfolio Management US or, to the extent applicable, investment
sub-advisers. The Proxy Coordinator is responsible for ensuring that these
questions and referrals are responded to in a timely fashion and for
transmitting appropriate voting instructions to the proxy voting service. The
Proxy Coordinator is responsible for verifying with the Compliance Department
whether Pioneer's voting power is subject to any limitations or guidelines
issued by the client (or in the case of an employee benefit plan, the plan's
trustee or other fiduciaries).

REFERRAL ITEMS
From time to time, the proxy voting service will refer proxy questions to the
Proxy Coordinator that are described by Pioneer's policy as to be voted on a
case-by-case basis, that are not covered by Pioneer's guidelines or where
Pioneer's guidelines may be unclear with respect to the matter to be voted on.
Under such certain circumstances, the Proxy Coordinator will seek a written
voting recommendation from the Director of Portfolio Management US. Any such
recommendation will include: (i) the manner in which the proxies should be
voted; (ii) the rationale underlying any such decision; and (iii) the disclosure
of any contacts or communications made between Pioneer and any outside parties
concerning the proxy proposal prior to the time that the voting instructions are
provided. In addition, the Proxy Coordinator will ask the Compliance Department
to review the question for any actual or apparent conflicts of interest as
described below under "Conflicts of Interest." The Compliance Department will
provide a "Conflicts of Interest Report," applying the criteria set forth below
under "Conflicts of Interest," to the Proxy Coordinator summarizing the results
of its review. In the absence of a conflict of interest, the Proxy Coordinator
will vote in accordance with the recommendation of the Director of Portfolio
Management US.

If the matter presents a conflict of interest for Pioneer, then the Proxy
Coordinator will refer the matter to the Proxy Voting Oversight Group for a
decision. In general, when a conflict of interest is present, Pioneer will vote
according to the recommendation of the Director of Portfolio Management US where
such recommendation would go against Pioneer's interest or where the conflict is
deemed to be immaterial. Pioneer will vote according to the recommendation of
its proxy voting service when the conflict is deemed to be material and the
Pioneer's internal vote recommendation would favor Pioneer's interest, unless a
client specifically requests Pioneer to do otherwise. When making the final
determination as to how to vote a proxy, the Proxy Voting Oversight Group will
review the


                                       81
<PAGE>


report from the Director of Portfolio Management US and the Conflicts of
Interest Report issued by the Compliance Department.

CONFLICTS OF INTEREST
A conflict of interest occurs when Pioneer's interests interfere, or appear to
interfere with the interests of Pioneer's clients. Occasionally, Pioneer may
have a conflict that can affect how its votes proxies. The conflict may be
actual or perceived and may exist when the matter to be voted on concerns:

o    An affiliate of Pioneer, such as another company belonging to the
     UniCredito Italiano S.p.A. banking group (a "UniCredito Affiliate");

o    An issuer of a security for which Pioneer acts as a sponsor, advisor,
     manager, custodian, distributor, underwriter, broker, or other similar
     capacity (including those securities specifically declared by PGAM to
     present a conflict of interest for Pioneer);

o    An issuer of a security for which UniCredito has informed Pioneer that a
     UniCredito Affiliate acts as a sponsor, advisor, manager, custodian,
     distributor, underwriter, broker, or other similar capacity; or

o    A person with whom Pioneer (or any of its affiliates) has an existing,
     material contract or business relationship that was not entered into in the
     ordinary course of Pioneer's business.

o    Pioneer will abstain from voting with respect to companies directly or
     indirectly owned by UniCredito Italiano Group, unless otherwise directed by
     a client. In addition, Pioneer will inform PGAM Global Compliance and the
     PGAM Independent Directors before exercising such rights.

Any associate involved in the proxy voting process with knowledge of any
apparent or actual conflict of interest must disclose such conflict to the Proxy
Coordinator and the Compliance Department. The Compliance Department will review
each item referred to Pioneer to determine whether an actual or potential
conflict of interest with Pioneer exists in connection with the proposal(s) to
be voted upon. The review will be conducted by comparing the apparent parties
affected by the proxy proposal being voted upon against the Compliance
Department's internal list of interested persons and, for any matches found,
evaluating the anticipated magnitude and possible probability of any conflict of
interest being present. For each referral item, the determination regarding the
presence or absence of any actual or potential conflict of interest will be
documented in a Conflicts of Interest Report to the Proxy Coordinator.

SECURITIES LENDING
In conjunction with industry standards Proxies are NOT available to be voted
when the shares are out on loan through either Pioneer's lending program or a
client's managed security lending program. However, Pioneer will reserve the
right to recall lent securities so that they may be voted according to the
Pioneer's instructions. If a


                                       82
<PAGE>


portfolio manager would like to vote a block of previously lent shares, the
Proxy Coordinator will work with the portfolio manager and Investment Operations
to recall the security, to the extent possible, to facilitate the vote on the
entire block of shares.

SHARE-BLOCKING

"Share-blocking" is a market practice whereby shares are sent to a custodian
(which may be different than the account custodian) for record keeping and
voting at the general meeting. The shares are unavailable for sale or delivery
until the end of the blocking period (typically the day after general meeting
date).

Pioneer will vote in those countries with "share-blocking." In the event a
manager would like to sell a security with "share-blocking", the Proxy
Coordinator will work with the Portfolio Manager and Investment Operations
Department to recall the shares (as allowable within the market time-frame and
practices) and/or communicate with executing brokerage firm. A list of countries
with "share-blocking" is available from the Investment Operations Department
upon request.

RECORD KEEPING
The Proxy Coordinator shall ensure that Pioneer's proxy voting service:

o    Retains a copy of the proxy statement received (unless the proxy statement
     is available from the SEC's Electronic Data Gathering, Analysis, and
     Retrieval (EDGAR) system);

o    Retains a record of the vote cast;

o    Prepares Form N-PX for filing on behalf of each client that is a registered
     investment company; and

o    Is able to promptly provide Pioneer with a copy of the voting record upon
     its request.

The Proxy Coordinator shall ensure that for those votes that may require
additional documentation (i.e. conflicts of interest, exception votes and
case-by-case votes) the following records are maintained:


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o    A record memorializing the basis for each referral vote cast;

o    A copy of any document created by Pioneer that was material in making the
     decision on how to vote the subject proxy; and

o    A copy of any conflict notice, conflict consent or any other written
     communication (including emails or other electronic communications) to or
     from the client (or in the case of an employee benefit plan, the plan's
     trustee or other fiduciaries) regarding the subject proxy vote cast by, or
     the vote recommendation of, Pioneer.

o    Pioneer shall maintain the above records in the client's file for a period
     not less than ten (10) years.

DISCLOSURE
Pioneer shall take reasonable measures to inform its clients of the process or
procedures clients must follow to obtain information regarding how Pioneer voted
with respect to assets held in their accounts. In addition, Pioneer shall
describe to clients its proxy voting policies and procedures and will furnish a
copy of its proxy voting policies and procedures upon request. This information
may be provided to clients through Pioneer's Form ADV (Part II) disclosure, by
separate notice to the client, or through Pioneer's website.

PROXY VOTING OVERSIGHT GROUP
The members of the Proxy Voting Oversight Group are Pioneer's: Director of
Portfolio Management US, Head of Investment Operations, and Director of
Compliance. Other members of Pioneer will be invited to attend meetings and
otherwise participate as necessary. The Head of Investment Operations will chair
the Proxy Voting Oversight Group.

The Proxy Voting Oversight Group is responsible for developing, evaluating, and
changing (when necessary) Pioneer's Proxy Voting Policies and Procedures. The
group meets at least annually to evaluate and review these policies and
procedures and the services of its third-party proxy voting service. In
addition, the Proxy Voting Oversight Group will meet as necessary to vote on
referral items and address other business as necessary.

AMENDMENTS
Pioneer may not amend its Proxy Voting Policies And Procedures without the prior
approval of the Proxy Voting Oversight Group and its corporate parent, Pioneer
Global Asset Management S.p.A

PROXY VOTING POLICIES
Pioneer's sole concern in voting proxies is the economic effect of the proposal
on the value of portfolio holdings, considering both the short- and long-term
impact. In many instances, Pioneer believes that supporting the company's
strategy and voting "for" management's proposals builds


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portfolio value. In other cases, however, proposals set forth by
management may have a negative effect on that value, while some shareholder
proposals may hold the best prospects for enhancing it. Pioneer monitors
developments in the proxy-voting arena and will revise this policy as needed.

All proxies that are received promptly will be voted in accordance with the
specific policies listed below. All shares in a company held by Pioneer-managed
accounts will be voted alike, unless a client has given us specific voting
instructions on an issue or has not delegated authority to us. Proxy voting
issues will be reviewed by Pioneer's Proxy Voting Oversight Group, which
consists of the Director of Portfolio Management US, the Director of Investment
Operations (the Proxy Coordinator), and the Director of Compliance.

Pioneer has established Proxy Voting Procedures for identifying and reviewing
conflicts of interest that may arise in the voting of proxies.

Clients may request, at any time, a report on proxy votes for securities held in
their portfolios and Pioneer is happy to discuss our proxy votes with company
management. Pioneer retains a proxy voting service to provide research on proxy
issues and to process proxy votes.

ADMINISTRATIVE
While administrative items appear infrequently in U.S. issuer proxies, they are
quite common in non-U.S. proxies.

We will generally support these and similar management proposals:

o    Corporate name change.

o    A change of corporate headquarters.

o    Stock exchange listing.

o    Establishment of time and place of annual meeting.

o    Adjournment or postponement of annual meeting.

o    Acceptance/approval of financial statements.

o    Approval of dividend payments, dividend reinvestment plans and other
     dividend-related proposals.

o    Approval of minutes and other formalities.

o    Authorization of the transferring of reserves and allocation of income.

o    Amendments to authorized signatories.


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o    Approval of accounting method changes or change in fiscal year-end.

o    Acceptance of labor agreements.

o    Appointment of internal auditors.

Pioneer will vote on a case-by-case basis on other routine business; however,
Pioneer will oppose any routine business proposal if insufficient information is
presented in advance to allow Pioneer to judge the merit of the proposal.
Pioneer has also instructed its proxy voting service to inform Pioneer of its
analysis of any administrative items inconsistent, in its view, with supporting
the value of Pioneer portfolio holdings so that Pioneer may consider and vote on
those items on a case-by-case basis.

AUDITORS
We normally vote for proposals to:

o    Ratify the auditors. We will consider a vote against if we are concerned
     about the auditors' independence or their past work for the company.
     Specifically, we will oppose the ratification of auditors and withhold
     votes from audit committee members if non-audit fees paid by the company to
     the auditing firm exceed the sum of audit fees plus audit-related fees plus
     permissible tax fees according to the disclosure categories proposed by the
     Securities and Exchange Commission.

o    Restore shareholder rights to ratify the auditors.

We will normally oppose proposals that require companies to:

o    Seek bids from other auditors.

o    Rotate auditing firms, except where the rotation is statutorily required or
     where rotation would demonstrably strengthen financial disclosure.

o    Indemnify auditors.

o    Prohibit auditors from engaging in non-audit services for the company.

BOARD OF DIRECTORS
On issues related to the board of directors, Pioneer normally supports
management. We will, however, consider a vote against management in instances
where corporate performance has been very poor or where the board appears to
lack independence.


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GENERAL BOARD ISSUES
Pioneer will vote for:

o    Audit, compensation and nominating committees composed of independent
     directors exclusively.

o    Indemnification for directors for actions taken in good faith in accordance
     with the business judgment rule. We will vote against proposals for broader
     indemnification.

o    Changes in board size that appear to have a legitimate business purpose and
     are not primarily for anti-takeover reasons.

o    Election of an honorary director.

We will vote against:

o    Minimum stock ownership by directors.

o    Term limits for directors. Companies benefit from experienced directors,
     and shareholder control is better achieved through annual votes.

o    Requirements for union or special interest representation on the board.

o    Requirements to provide two candidates for each board seat.

We will vote on a case-by case basis on these issues:

o    Separate chairman and CEO positions. We will consider voting with
     shareholders on these issues in cases of poor corporate performance.

ELECTIONS OF DIRECTORS
In uncontested elections of directors we will vote against:

o    Individual directors with absenteeism above 25% without valid reason. We
     support proposals that require disclosure of director attendance.

o    Insider directors and affiliated outsiders who sit on the audit,
     compensation, stock option or nominating committees. For the purposes of
     our policy, we accept the definition of affiliated directors provided by
     our proxy voting service.

We will also vote against:

o    Directors who have failed to act on a takeover offer where the majority of
     shareholders have tendered their shares.

o    Directors who appear to lack independence or are associated with very poor
     corporate performance.

We will vote on a case-by case basis on these issues:

o    Re-election of directors who have implemented or renewed a dead-hand or
     modified dead-hand poison pill (a "dead-hand poison pill" is a shareholder
     rights plan that may be altered only by incumbent or "dead " directors.
     These plans prevent a potential acquirer from disabling a poison pill by
     obtaining control of the board through a proxy vote).

o    Contested election of directors.

o    Prior to phase-in required by SEC, we would consider supporting election of
     a majority of independent directors in cases of poor performance.

o    Mandatory retirement policies.


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o    Directors who have ignored a shareholder proposal that has been approved by
     shareholders for two consecutive years.

TAKEOVER-RELATED MEASURES
Pioneer is generally opposed to proposals that may discourage takeover attempts.
We believe that the potential for a takeover helps ensure that corporate
performance remains high.

Pioneer will vote for:

o    Cumulative voting.

o    Increase ability for shareholders to call special meetings.

o    Increase ability for shareholders to act by written consent.

o    Restrictions on the ability to make greenmail payments.

o    Submitting rights plans to shareholder vote.

o    Rescinding shareholder rights plans ("poison pills").

o    Opting out of the following state takeover statutes:

o    Control share acquisition statutes, which deny large holders voting rights
     on holdings over a specified threshold.

o    Control share cash-out provisions, which require large holders to acquire
     shares from other holders.

o    Freeze-out provisions, which impose a waiting period on large holders
     before they can attempt to gain control.

o    Stakeholder laws, which permit directors to consider interests of
     non-shareholder constituencies.

o    Disgorgement provisions, which require acquirers to disgorge profits on
     purchases made before gaining control.

o    Fair price provisions.

o    Authorization of shareholder rights plans.

o    Labor protection provisions.

o    Mandatory classified boards.


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We will vote on a case-by-case basis on the following issues:

o    Fair price provisions. We will vote against provisions requiring
     supermajority votes to approve takeovers. We will also consider voting
     against proposals that require a supermajority vote to repeal or amend the
     provision. Finally, we will consider the mechanism used to determine the
     fair price; we are generally opposed to complicated formulas or
     requirements to pay a premium.

o    Opting out of state takeover statutes regarding fair price provisions. We
     will use the criteria used for fair price provisions in general to
     determine our vote on this issue.

o    Proposals that allow shareholders to nominate directors.

We will vote against:

o    Classified boards, except in the case of closed-end mutual funds.

o    Limiting shareholder ability to remove or appoint directors. We will
     support proposals to restore shareholder authority in this area. We will
     review on a case-by-case basis proposals that authorize the board to make
     interim appointments.

o    Classes of shares with unequal voting rights.

o    Supermajority vote requirements.

o    Severance packages ("golden" and "tin" parachutes). We will support
     proposals to put these packages to shareholder vote.

o    Reimbursement of dissident proxy solicitation expenses. While we ordinarily
     support measures that encourage takeover bids, we believe that management
     should have full control over corporate funds.

o    Extension of advance notice requirements for shareholder proposals.

o    Granting board authority normally retained by shareholders (e.g., amend
     charter, set board size).

o    Shareholder rights plans ("poison pills"). These plans generally allow
     shareholders to buy additional shares at a below-market price in the event
     of a change in control and may deter some bids.

CAPITAL STRUCTURE

Managements need considerable flexibility in determining the company's financial
structure, and Pioneer normally supports managements' proposals in this area. We
will, however, reject proposals that impose high barriers to potential
takeovers.


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Pioneer will vote for:

o    Changes in par value.

o    Reverse splits, if accompanied by a reduction in number of shares.

o    Share repurchase programs, if all shareholders may participate on equal
     terms.

o    Bond issuance.

o    Increases in "ordinary" preferred stock.

o    Proposals to have blank-check common stock placements (other than shares
     issued in the normal course of business) submitted for shareholder
     approval.

o    Cancellation of company treasury shares.

We will vote on a case-by-case basis on the following issues:

o    Reverse splits not accompanied by a reduction in number of shares,
     considering the risk of delisting.

o    Increase in authorized common stock. We will make a determination
     considering, among other factors:

o    Number of shares currently available for issuance;

o    Size of requested increase (we would normally approve increases of up to
     100% of current authorization);

o    Proposed use of the additional shares; and

o    Potential consequences of a failure to increase the number of shares
     outstanding (e.g., delisting or bankruptcy).

o    Blank-check preferred. We will normally oppose issuance of a new class of
     blank-check preferred, but may approve an increase in a class already
     outstanding if the company has demonstrated that it uses this flexibility
     appropriately.

o    Proposals to submit private placements to shareholder vote.

o    Other financing plans.

We will vote against preemptive rights that we believe limit a company's
financing flexibility.


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COMPENSATION
Pioneer supports compensation plans that link pay to shareholder returns and
believes that management has the best understanding of the level of compensation
needed to attract and retain qualified people. At the same time, stock-related
compensation plans have a significant economic impact and a direct effect on the
balance sheet. Therefore, while we do not want to micromanage a company's
compensation programs, we will place limits on the potential dilution these
plans may impose.

Pioneer will vote for:

o    401(k) benefit plans.

o    Employee stock ownership plans (ESOPs), as long as shares allocated to
     ESOPs are less than 5% of outstanding shares. Larger blocks of stock in
     ESOPs can serve as a takeover defense. We will support proposals to submit
     ESOPs to shareholder vote.

o    Various issues related to the Omnibus Budget and Reconciliation Act of 1993
     (OBRA), including:

o    Amendments to performance plans to conform with OBRA;

o    Caps on annual grants or amendments of administrative features;

o    Adding performance goals; and

o    Cash or cash-and-stock bonus plans.

o    Establish a process to link pay, including stock-option grants, to
     performance, leaving specifics of implementation to the company.

o    Require that option repricings be submitted to shareholders.

o    Require the expensing of stock-option awards.

o    Require reporting of executive retirement benefits (deferred compensation,
     split-dollar life insurance, SERPs, and pension benefits).

o    Employee stock purchase plans where the purchase price is equal to at least
     85% of the market price, where the offering period is no greater than 27
     months and where potential dilution (as defined below) is no greater than
     10%.

We will vote on a case-by-case basis on the following issues:

o    Executive and director stock-related compensation plans. We will consider
     the following factors when reviewing these plans:

     o    The program must be of a reasonable size. We will approve plans where
          the combined employee and director plans together would generate less
          than 15% dilution. We will reject plans with 15% or more potential
          dilution.


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          Dilution = (A + B + C) / (A + B + C + D), where

          A = Shares reserved for plan/amendment,

          B = Shares available under continuing plans,

          C = Shares granted but unexercised and

          D = Shares outstanding.

     o    The plan must not:

          o    Explicitly permit unlimited option repricing authority or that
               have repriced in the past without shareholder approval.

          o    Be a self-replenishing "evergreen" plan, plans that grant
               discount options and tax offset payments.

o    We are generally in favor of proposals that increase participation beyond
     executives.

o    We generally support proposals asking companies to adopt rigorous vesting
     provisions for stock option plans such as those that vest incrementally
     over, at least, a three- or four-year period with a pro rata portion of the
     shares becoming exercisable on an annual basis following grant date.

o    We generally support proposals asking companies to disclose their window
     period policies for stock transactions. Window period policies ensure that
     employees do not exercise options based on insider information
     contemporaneous with quarterly earnings releases and other material
     corporate announcements.

o    We generally support proposals asking companies to adopt stock holding
     periods for their executives.

o    All other employee stock purchase plans.

o    All other compensation-related proposals, including deferred compensation
     plans, employment agreements, loan guarantee programs and retirement plans.

o    All other proposals regarding stock compensation plans, including extending
     the life of a plan, changing vesting restrictions, repricing options,
     lengthening exercise periods or accelerating distribution of awards and
     pyramiding and cashless exercise programs.

We will vote against:

o    Pensions for non-employee directors. We believe these retirement plans
     reduce director objectivity.

o    Elimination of stock option plans.


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We will vote on a case-by case basis on these issues:

o    Limits on executive and director pay.

o    Stock in lieu of cash compensation for directors.

CORPORATE GOVERNANCE
Pioneer will vote for:

o    Confidential Voting.

o    Equal access provisions, which allow shareholders to contribute their
     opinion to proxy materials.

o    Proposals requiring directors to disclose their ownership of shares in the
     company.

We will vote on a case-by-case basis on the following issues:

o    Change in the state of incorporation. We will support reincorporations
     supported by valid business reasons. We will oppose those that appear to be
     solely for the purpose of strengthening takeover defenses.

o    Bundled proposals. We will evaluate the overall impact of the proposal.

o    Adopting or amending the charter, bylaws or articles of association.

o    Shareholder appraisal rights, which allow shareholders to demand judicial
     review of an acquisition price.

We will vote against:

o    Shareholder advisory committees. While management should solicit
     shareholder input, we prefer to leave the method of doing so to
     management's discretion.

o    Limitations on stock ownership or voting rights.

o    Reduction in share ownership disclosure guidelines.

MERGERS AND RESTRUCTURINGS
Pioneer will vote on the following and similar issues on a case-by-case basis:

o    Mergers and acquisitions.

o    Corporate restructurings, including spin-offs, liquidations, asset sales,
     joint ventures, conversions to holding company and conversions to
     self-managed REIT structure.

o    Debt restructurings.


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o    Conversion of securities.

o    Issuance of shares to facilitate a merger.

o    Private placements, warrants, convertible debentures.

o    Proposals requiring management to inform shareholders of merger
     opportunities.

We will normally vote against shareholder proposals requiring that the company
be put up for sale.

MUTUAL FUNDS
Many of our portfolios may invest in shares of closed-end mutual funds or
exchange-traded funds. The non-corporate structure of these investments raises
several unique proxy voting issues.

Pioneer will vote for:

o    Establishment of new classes or series of shares.

o    Establishment of a master-feeder structure.

Pioneer will vote on a case-by-case on:

o    Changes in investment policy. We will normally support changes that do not
     affect the investment objective or overall risk level of the fund. We will
     examine more fundamental changes on a case-by-case basis.

o    Approval of new or amended advisory contracts.

o    Changes from closed-end to open-end format.

o    Authorization for, or increase in, preferred shares.

o    Disposition of assets, termination, liquidation, or mergers.

o    Classified boards of closed-end mutual funds, but will typically support
     such proposals.


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SOCIAL ISSUES
Pioneer will abstain on stockholder proposals calling for greater disclosure of
corporate activities with regard to social issues. "Social Issues" may generally
be described as shareholder proposals for a company to:

o    Conduct studies regarding certain issues of public concern and interest;

o    Study the feasibility of the company taking certain actions with regard to
     such issues; or

o    Take specific action, including ceasing certain behavior and adopting
     company standards and principles, in relation to issues of public concern
     and interest.

We believe these issues are important and should receive management attention.

Pioneer will vote against proposals calling for substantial changes in the
company's business or activities. We will also normally vote against proposals
with regard to contributions, believing that management should control the
routine disbursement of funds.


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