As filed with the Securities and Exchange Commission on March 2, 2007

                                                               File Nos. 2-25980
                                                                       811-07613

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-1A

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
                                                                   ---
                         Pre-Effective Amendment No. __           /   /
                                                                   ---
                         Post-Effective Amendment No. 80          / X /
                                                                   ---

                                     and/or

                        REGISTRATION STATEMENT UNDER THE
                         INVESTMENT COMPANY ACT OF 1940           / X /
                                                                   ---
                                 Amendment No. 46                 / X /
                                                                   ---
                        (Check appropriate box or boxes)

                                  PIONEER FUND
               (Exact Name of Registrant as Specified in Charter)

                  60 State Street, Boston, Massachusetts 02109
               (Address of Principal Executive Offices) (Zip Code)

     Registrant's Telephone Number, including Area Code: (617) 742-7825

                  Dorothy E. Bourassa, Secretary, Pioneer Fund,
                  60 State Street, Boston, Massachusetts 02109
                    (Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box):

     ___ immediately upon filing pursuant to paragraph (b)
     ___ on [date] pursuant to paragraph (b)
     _X__60 days after filing pursuant to paragraph (a)(1)
     ___ on [date] pursuant to paragraph (a)(1)
     ___ 75 days after filing pursuant to paragraph (a)(2)
     ___ on [date] pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

     ___ This post-effective amendment designates a new effective date for a
          previously filed post-effective amendment.

<PAGE>


                                                                  [Pioneer logo]

Pioneer Fund

                                                                  Class Z Shares
                                                         Prospectus, May 1, 2007

      Contents

      Basic information about the fund                         X
      Management                                               X
      Buying, exchanging and selling shares                    X
      Dividends, capital gains and taxes                       X
      Financial highlights                                     X

      Neither the Securities and Exchange Commission nor any state securities
      agency has approved the fund's shares or determined whether this
      prospectus is accurate or complete. Any representation to the contrary is
      a crime.

<PAGE>

[text box]
An investment in the fund is not a bank deposit and is not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency.

[text box]
Contact your investment professional to discuss how the fund fits into your
portfolio.
[end text box]

<PAGE>

Basic information about the fund

Investment objective

Reasonable income and capital growth.

Principal investment strategies

The fund invests in a broad list of carefully selected, reasonably priced
securities rather than in securities whose prices reflect a premium resulting
from their current market popularity. The fund invests the major portion of its
assets in equity securities, primarily of U.S. issuers. For purposes of the
fund's investment policies, equity securities include common stocks, convertible
debt and other equity instruments, such as exchange-traded funds (ETFs) that
invest primarily in equity securities, equity interests in real estate
investment trusts (REITs), depositary receipts, warrants, rights and preferred
stocks.

Pioneer Investment Management, Inc., the fund's investment adviser, uses a value
approach to select the fund's investments. Using this investment style, Pioneer
seeks securities selling at reasonable prices or substantial discounts to their
underlying values and then holds these securities until the market values
reflect their intrinsic values. Pioneer evaluates a security's potential value,
including the attractiveness of its market valuation, based on the company's
assets and prospects for earnings growth. In making that assessment, Pioneer
employs due diligence and fundamental research, an evaluation of the issuer
based on its financial statements and operations. Pioneer also considers a
security's potential to provide a reasonable amount of income. Pioneer relies on
the knowledge, experience and judgment of its staff and the staff of its
affiliates who have access to a wide variety of research. Pioneer focuses on the
quality and price of individual issuers, not on economic sector or market-timing
strategies. Factors Pioneer looks for in selecting investments include:

o     Favorable expected returns relative to perceived risk

o     Above average potential for earnings and revenue growth

o     Low market valuations relative to earnings forecast, book value, cash flow
      and sales

o     A sustainable competitive advantage, such as a brand name, customer base,
      proprietary technology or economies of scale

Principal risks of investing in the fund

You could lose money on your investment or not make as much as if you invested
elsewhere if:

<PAGE>

o     The stock market goes down or performs poorly relative to other
      investments (this risk may be greater in the short term)

o     Value stocks fall out of favor with investors

o     The fund's investments remain undervalued or do not have the potential
      value originally expected

o     Stocks selected for income do not achieve the same return as securities
      selected for capital growth

Market segment risks

To the extent the fund emphasizes, from time to time, investments in a market
segment, the fund will be subject to a greater degree to the risks particular to
the industries in that segment, and may experience greater market fluctuation,
than a fund without the same focus. Industries in the financial segment, such as
banks, insurance companies, broker-dealers and real estate investment trusts
(REITs), may be sensitive to changes in interest rates and general economic
activity and are subject to extensive government regulation. Industries in the
technology segment, such as information technology, communications equipment,
computer hardware and software, and office and scientific equipment, are subject
to risks of rapidly evolving technology, short product lives, rates of corporate
expenditures, falling prices and profits, competition from new market entrants,
and general economic conditions.

The fund's past performance

The bar chart and table indicate the risks of investing in the fund by showing
how the fund has performed in the past. The fund's performance will vary from
year to year.

The fund's past performance does not necessarily indicate how it will perform in
the future. As a shareowner, you may lose or make money on your investment.

--------------------------------------------------------------------------------

Fund performance

The chart shows the year-by-year performance of the fund's Class A shares.

Since  Class Z  shares  have  not yet  commenced  operations  and do not  have a
performance   record,   the  annual  return  and  average  annual  total  return
information  shown is the net asset  value  performance  of the  fund's  Class A
shares,  which  has not  been  restated  to  reflect  differences  in  expenses,
including Rule 12b-1 fees applicable to Class A shares.

Class A shares are offered in a separate  prospectus.  Since assets attributable
to Class Z shares will be  invested in the same  portfolio  of  securities,  the
performance of Class Z shares would be substantially  similar to that of Class A
shares,  and would  differ only to the extent that the  classes  have  different
expenses.


<PAGE>

The chart does not reflect any sales charge you may pay when you buy or sell
fund shares. Any sales charge will reduce your return.

You do not pay a sales charge on purchases or redemptions of Class Z shares.

Annual return Class A shares (%)
(Year ended December 31)

'97   38.47
'98   29.09
'99   15.54
'00   0.12
'01   -11.13
'02   -20.26
'03   24.58
'04   11.64
'05   6.39
'06   16.39

--------------------------------------------------------------------------------

The highest calendar quarterly return was 22.33%
(09/30/1998 to 12/31/1998)
The lowest calendar quarterly return was -18.18%
(06/30/2002 to 09/30/2002)

Comparison with the Standard & Poor's 500 Index

The table shows the average annual total returns for Class A shares of the fund
over time and compares these returns to the returns of the Standard & Poor's 500
Index. This index is a widely recognized measure of the performance of 500
widely held common stocks listed on the New York Stock Exchange, American Stock
Exchange and the over-the-counter market.

Unlike the fund, the index is not managed and does not incur expenses. The
table:

      o     Assumes that you sell your shares at the end of the period

      o     Assumes that you reinvest all of your dividends and distributions

Since  Class Z  shares  have  not yet  commenced  operations  and do not  have a
performance   record,   the  annual  return  and  average  annual  total  return
information  shown is the net asset  value  performance  of the  fund's  Class A
shares,  which  has not  been  restated  to  reflect  differences  in  expenses,
including Rule 12b-1 fees applicable to Class A shares.

Class A shares are offered in a separate  prospectus.  Since assets attributable
to Class Z shares will be  invested in the same  portfolio  of  securities,  the
performance of Class Z shares would be substantially  similar to that of Class A
shares,  and would  differ only to the extent that the  classes  have  different
expenses.

<PAGE>

You do not pay a sales charge on purchases or redemptions of Class Z shares.

Average annual total return (%)
(for periods ended December 31, 2006)

                1 Year   5 Years   10 Years    Since Inception        Inception
                                                                      Date
--------------------------------------------------------------------------------
Class A                                                               2/13/28
--------------------------------------------------------------------------------
Return before
taxes            16.39    6.55      9.70        12.54

Return after
taxes
on
distributions    [  ]     [  ]      [  ]         [  ]

Return after
taxes
on
distributions
and sale of
shares           [  ]     [  ]      [  ]          [  ]

Standard &
Poor's 500
Index
(reflects no
deduction for
taxes)           15.78    6.19      8.42         10.72*


* Since December, 1960. Index return information is not available for prior
periods.

After-tax returns are calculated using the historical highest individual federal
marginal income tax rates and do not reflect the impact of state and local
taxes. Actual after-tax returns depend on the investor's tax situation and may
differ from those shown, and the after-tax returns shown are not relevant to
shareholders who hold fund shares through tax-deferred arrangements such as
401(k) plans or individual retirement accounts.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.

<PAGE>

Shareowner fees
paid directly from your investment          Class Z

Maximum sales charge (load) when you buy shares                             None

Maximum deferred sales charge (load) when you sell shares                   None

Annual fund operating expenses                                     Class Z
paid from the assets of the fund
as a percentage of average daily
net assets
--------------------------------------------------------------------------------
Management Fee1                                                    0.64%

Distribution and Service (12b-1) Fee                               0.00%

Other Expenses2                                                    0.21%

Total Annual Fund Operating Expenses3                              0.85%

Less: Fee Waiver and Expense Limitation4                           0.00%

Net Expenses4                                                      0.85%

Example

This example helps you compare the cost of investing in the fund with the cost
of investing in other mutual funds. It assumes that: a) you invest $10,000 in
the fund for the time periods shown, b) you reinvest all dividends and
distributions, c) your investment has a 5% return each year and d) the fund's
total operating expenses remain the same.

Although your actual costs may be higher or lower, under these assumptions your
costs would be:

                             Number of years you own
                                   your shares
--------------------------------------------------------------------------------
Class A              1               3               5              10
--------------------------------------------------------------------------------
               $87            $271             $471           $1,049

1     The fund pays a management fee that is adjusted upward or downward based
      on its performance relative to an index. The fund's basic fee, before any
      performance adjustment, is 0.60% of average daily net assets. This fee is
      reduced at asset levels above $7.5 billion. See "Management."

<PAGE>

2     Other expenses are based on estimated amounts for the current fiscal year.

3     Total annual fund operating expenses in the table have not been reduced by
      any expense offset arrangements.

4     Pioneer has contractually agreed to limit ordinary
      operating expenses to the extent required to reduce Class Z shares
      expenses to 0.85% of the average daily net assets attributable to Class Z
      shares. This expense limitation is in effect through May 1, 2010. There
      can be no assurance that Pioneer will extend the expense limitation beyond
      such time. See the statement of additional information for details
      regarding the expense limitation agreement.

<PAGE>

Non-principal investment strategies and related risks

As discussed, the fund invests primarily in equity securities of U.S. issuers to
seek reasonable income and capital growth.

The following sections describe additional investments that the fund may make or
strategies that it may pursue to a lesser degree to achieve the fund's goal. The
fund's secondary, or non-principal, investment policies and strategies also
entail risks. To learn more about these investments and risks, you should obtain
and read the statement of additional information (SAI).

Non-U.S. securities

The fund may invest up to 20% of its total assets in equity and debt securities
of non-U.S. corporate issuers and debt securities of non-U.S. government
issuers. The fund will not invest more than 5% of its total assets in the
securities of emerging markets issuers. Investing in non-U.S. issuers may
involve unique risks compared to investing in securities of U.S. issuers. These
risks are more pronounced for issuers in emerging markets or to the extent the
fund invests significantly in one region or country. These risks may include:

o     Less information about non-U.S. issuers or markets may be available due to
      less rigorous disclosure or accounting standards or regulatory practices

o     Many non-U.S. markets are smaller, less liquid and more volatile. In a
      changing market, Pioneer may not be able to sell the fund's portfolio
      securities at times, in amounts and at prices it considers reasonable

o     Adverse effect of currency exchange rates or controls on the value of the
      fund's investments

o     The economies of non-U.S. countries may grow at slower rates than expected
      or may experience a downturn or recession

o     Economic, political and social developments may adversely affect the
      securities markets

o     Withholding and other non-U.S. taxes may decrease the fund's return

Debt securities

The fund may invest a portion of its assets not invested in equity securities in
debt securities of corporate and government issuers. Generally the fund acquires
debt securities that are investment grade, but the fund may invest up to 5% of
its net assets in below investment grade debt securities issued by both U.S. and
non-U.S. corporate and government issuers, including below investment grade
convertible debt securities. The fund invests in debt securities when Pioneer
believes they are consistent with the fund's investment objective of reasonable
income and capital growth, to diversify the fund's portfolio or for greater
liquidity.

<PAGE>

Debt securities are subject to the risk of an issuer's inability to meet
principal or interest payments on its obligations. Factors that could contribute
to a decline in the market value of debt securities in the fund's portfolio
include rising interest rates or a reduction in the perceived creditworthiness
of the issuer of the securities. A debt security is investment grade if it is
rated in one of the top four categories by a nationally recognized statistical
rating organization or determined to be of equivalent credit quality by Pioneer.
Debt securities rated below investment grade are commonly referred to as "junk
bonds" and are considered speculative. Below investment grade debt securities
involve greater risk of loss, are subject to greater price volatility and are
less liquid, especially during periods of economic uncertainty or change, than
higher quality debt securities.

Investments in REITs

The fund may invest up to 20% of its net assets in REITs. REITs are companies
that invest primarily in real estate or real estate related loans. Investing in
REITs involves unique risks. They are significantly affected by the market for
real estate and are dependent upon management skills and cash flow. In addition
to its own expenses, the fund will indirectly bear its proportionate share of
any management and other expenses paid by REITs in which it invests.

Cash management and temporary investments

Normally, the fund invests substantially all of its assets to meet its
investment objective. The fund may invest the remainder of its assets in
securities with remaining maturities of less than one year, cash equivalents or
may hold cash. For temporary defensive purposes, including during periods of
unusual cash flows, the fund may depart from its principal investment strategies
and invest part or all of its assets in these securities or may hold cash.
During such periods, the fund may not be able to achieve its investment
objective. The fund intends to adopt a defensive strategy when Pioneer believes
securities in which the fund normally invests have extraordinary risks due to
political or economic factors and in other extraordinary circumstances.

Short-term trading

The fund usually does not trade for short-term profits. The fund will sell an
investment, however, even if it has only been held for a short time, if it no
longer meets the fund's investment criteria. If the fund does a lot of trading,
it may incur additional operating expenses, which would reduce performance, and
could cause shareowners to incur a higher level of taxable income or capital
gains.

See "Financial highlights" for actual annual turnover rates.

<PAGE>

Derivatives

The fund may, but is not required to, use futures and options on securities,
indices and currencies, forward foreign currency exchange contracts and other
derivatives. A derivative is a security or instrument whose value is determined
by reference to the value or the change in value of one or more securities,
currencies, indices or other financial instruments. Although there is no
specific limitation on investing in derivatives, the fund does not use
derivatives as a primary investment technique and generally limits their use to
hedging. However, the fund may use derivatives for a variety of non-principal
purposes, including:

      o     As a hedge against adverse changes in the market prices of
            securities, interest rates or currency exchange rates

      o     As a substitute for purchasing or selling securities

      o     To increase the fund's return as a non-hedging strategy that may be
            considered speculative

Even a small investment in derivatives can have a significant impact on the
fund's exposure to the market prices of securities, interest rates or currency
exchange rates. If changes in a derivative's value do not correspond to changes
in the value of the fund's other investments, the fund may not fully benefit
from or could lose money on the derivative position. In addition, some
derivatives involve risk of loss if the person who issued the derivative
defaults on its obligation. Certain derivatives may be less liquid and more
difficult to value. The fund will only invest in derivatives to the extent
Pioneer believes these investments do not prevent the fund from seeking its
investment objective.

<PAGE>

Management

Pioneer, the fund's investment adviser,
selects the fund's investments and oversees the fund's operations.

Pioneer is an indirect, wholly owned subsidiary of UniCredito Italiano S.p.A.,
one of the largest banking groups in Italy. Pioneer is part of the global asset
management group providing investment management and financial services to
mutual funds, institutional and other clients. As of December 31, 2006, assets
under management were approximately $294 billion worldwide, including over $75
billion in assets under management by Pioneer.

Investment adviser

Pioneer's main office is at 60 State Street, Boston, Massachusetts 02109.

The firm's U.S. mutual fund investment history includes creating this fund in
1928, one of the first mutual funds.

Pioneer has received an order from the Securities and Exchange Commission that
permits Pioneer, subject to the approval of the fund's Board of Trustees, to
hire and terminate a subadviser or to materially modify an existing subadvisory
contract for the fund without shareholder approval. Pioneer retains the ultimate
responsibility to oversee and recommend the hiring, termination and replacement
of any subadviser. To the extent that the Securities and Exchange Commission
adopts a rule that would supersede the order, Pioneer and the fund intend to
rely on such rule to permit Pioneer, subject to the approval of the fund's Board
of Trustees and any other applicable conditions of the rule, to hire and
terminate a subadviser or to materially modify an existing subadvisory contract
for the fund without shareholder approval.

Portfolio management

Day-to-day management of the fund's portfolio is the responsibility of John A.
Carey, portfolio manager, and Walter Hunnewell, Jr., assistant portfolio
manager. Mr. Carey and Mr. Hunnewell are supported by the domestic equity team.
Members of this team manage other Pioneer funds investing primarily in U.S.
equity securities. The portfolio managers and the team also may draw upon the
research and investment management expertise of the global research team, which
provides fundamental research on companies and includes members from Pioneer's
affiliate, Pioneer Investment Management Limited. Mr. Carey is director of
portfolio management and an executive vice

<PAGE>

president of Pioneer. Mr. Carey joined Pioneer as an analyst in 1979. Mr.
Hunnewell, a vice president of Pioneer, joined Pioneer as a portfolio manager in
August 2001 and has been an investment professional since 1985.

The fund's statement of additional information provides additional information
about the portfolio managers' compensation, other accounts managed by the
portfolio managers, and the portfolio managers' ownership of shares of the fund.

Management fee

The fund pays Pioneer a fee for managing the fund and to cover the cost of
providing certain services to the fund.

Pioneer's fee varies based on:

o     The fund's assets. Pioneer earns an annual basic fee equal to 0.60% of the
      fund's average daily net assets up to $7.5 billion, 0.575% on the next
      $2.5 billion and 0.550% on the excess over $10 billion.

o     The fund's performance. The investment performance of the fund has been
      compared to the Standard & Poor's 500 Index. The basic fee can increase or
      decrease by a maximum of 0.10%, depending on the performance of the fund's
      Class A shares relative to the index. The performance comparison is made
      for a rolling 36-month period.

Pioneer's fee increases or decreases depending upon whether the fund's
performance is up and down more or less than that of the index during the
rolling 36-month performance period. Each percentage point of difference between
the performance of Class A shares and the index (to a maximum of +/- 10
percentage points) is multiplied by a performance rate adjustment of 0.01%. As a
result, the maximum annualized rate adjustment is +/- 0.10% for the rolling
36-month performance period. In addition, the fee is further limited on an
annual basis to a maximum rate adjustment of +/-0.10% (i.e., the fee is further
subject to a cap of 0.70% of average daily net assets and a floor of 0.50% of
average daily net assets, assuming that the fund is not large enough for any
breakpoints to apply). Pioneer currently is waiving the floor on its fee.
Pioneer may reimpose the same floor in the future, but will not be entitled to
recover any previously waived fees.

This performance comparison is made at the end of each month. An appropriate
percentage of this rate (based on the number of days in the current month) is
then applied to the

<PAGE>

fund's average net assets for the entire performance period, giving a dollar
amount that will be added to (or subtracted from) the basic fee.

Because the adjustment to the basic fee is based on the comparative performance
of the fund and the performance 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 performance record of the index, regardless of general market
performance. As a result, Pioneer could earn the maximum possible fee even if
the fund's net asset value declines. 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.

For the fiscal year ended December 31, 2006, the fund paid management fees
equivalent to 0.[xx]% of the fund's average daily net assets.

A discussion regarding the basis for the Board of Trustees' approval of the
management contract is available in the fund's annual report to shareholders,
dated December 31, 2006.

Distributor and transfer agent

Pioneer Funds Distributor, Inc. is the fund's distributor. Pioneer Investment
Management Shareholder Services, Inc. is the fund's transfer agent. The fund
compensates the distributor and transfer agent for their services. The
distributor and the transfer agent are affiliates of Pioneer.

Disclosure of portfolio holdings

The fund's policies and procedures with respect to disclosure of the fund's
portfolio securities are described in the statement of additional information.

<PAGE>

Buying, exchanging and selling shares

Net asset value

The fund's net asset value is the value of its portfolio of securities plus any
other assets minus its operating expenses and any other liabilities. The fund
calculates a net asset value for each class of shares every day the New York
Stock Exchange is open when regular trading closes (normally 4:00 p.m. Eastern
time).

The fund generally values its portfolio securities using closing market prices
or readily available market quotations. When closing market prices or market
quotations are not available or are considered by Pioneer to be unreliable, the
fund uses a security's fair value. All methods of determining the value of a
security used by the fund, including those discussed below, on a basis other
than market value, are forms of fair value. All valuations of securities on a
fair value basis are made pursuant to procedures adopted by the Board of
Trustees. 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
only using market prices. For market prices and quotations, as well as for some
fair value methods, the fund relies upon securities prices provided by pricing
services.

The fund uses the fair value of a security, including a non-U.S. security, when
Pioneer determines that the closing market price on the primary exchange where
the security is traded no longer accurately reflects the value of the security
at the time the fund calculates its net asset value. This may occur for a
variety of reasons that affect either the relevant securities markets generally
or the specific issuer. For example, with respect to non-U.S. securities held by
the fund, developments relating to specific events in the securities markets or
the specific issuer may occur between the time the primary market closes and the
time the fund determines its net asset value. In those circumstances when the
fund believes the price of the security may be affected, the fund uses the fair
value of the security. International securities markets may be open on days when
the U.S. markets are closed. For this reason, the values of any international
securities owned by the fund could change on a day you cannot buy or sell shares
of the fund.

Certain types of securities, including those discussed in this paragraph, are
priced using fair value rather than market prices. The fund uses a pricing
matrix to determine the value of fixed income securities that do not trade
daily. A pricing matrix is a means of valuing a debt security on the basis of
current market prices for other debt securities and historical trading patterns
in the market for fixed income securities. The fund values cash equivalent
securities with remaining maturities of 60 days or less at amortized cost. To
the extent that the fund invests in the shares of other registered open-end
investment companies that are not traded on an exchange (mutual funds), such
shares are valued at their published net asset values per share as reported by
the funds. The prospectuses of these funds explain the circumstances under which
the funds will use fair value pricing and the effects of using fair value
pricing.

<PAGE>

You buy or sell Class Z shares at the share price.

[text box:]
Share price

The net asset value per share calculated on the day of your transaction.
[end text box]

Eligible Class Z share investors

Class Z shares are intended for purchase  through  certain  "wrap"  programs and
similar programs sponsored by qualified intermediaries,  such as broker-dealers,
investment  advisers  and  retirement  plan  administrators,  such as  fee-based
advisory programs and retirement plan programs. The intermediary  sponsoring the
program  has  entered  into an  agreement  with  Pioneer to offer Class Z shares
through its program,  in accordance  with the structure and  requirements of the
particular program.

Intermediaries    sponsoring   wrap   programs   generally   provide   investors
participating in the program with additional services, including advisory, asset
allocation,  recordkeeping  or other services,  and may charge separate fees for
these services.  The fund's  expenses and investment  performance do not reflect
any fees charged by the programs.

The intermediaries sponsoring or participating in these programs may offer their
clients other classes of shares of the fund, and investors may receive different
levels of  services or pay  different  fees  depending  upon the class of shares
provided by the  program.  Investors  should  consider  carefully  any  separate
transaction  and  other  fees  charged  by these  programs  in  connection  with
investing in Class Z shares through these programs.

Other classes of shares of the fund may be offered  through one or more separate
prospectuses. Eligible Class Z share investors may be eligible to purchase these
other  classes.  However,  investors  purchasing  shares  through these programs
sponsored  by  intermediaries  may only  purchase  classes  of  shares  that are
available  through their  program.  Each class has  different  sales charges and
expenses.

Your investment  professional can help you determine which class is appropriate.
You should ask your investment  professional if you qualify for another class of
shares.  If you do qualify,  another class of shares may be more appropriate for
you.  Plan  fiduciaries   should  consider  their  obligations  under  ERISA  in
determining which class is an appropriate investment for the plan.

Distribution of Class Z shares

The distributor incurs the expenses of distributing the fund's Class Z shares,
none of which are reimbursed by the fund or the Class Z shareowners.
Distribution expenses include fees paid to broker-dealers which have sales
agreements with the distributor and other parties, advertising expenses
and the cost of printing and mailing prospectuses to potential investors.

Additional payments to financial intermediaries

Pioneer and its affiliates may make additional payments to your financial
intermediary. These payments by Pioneer may provide your financial intermediary
with an incentive to favor the Pioneer funds over other mutual funds or assist
the distributor in its efforts to promote the sale of the

<PAGE>

fund's shares. Financial intermediaries include broker-dealers, banks (including
bank trust departments), registered investment advisers, financial planners,
retirement plan administrators and other types of intermediaries.

Pioneer makes these additional payments (sometimes referred to as "revenue
sharing") to financial intermediaries out of its own assets. Revenue sharing is
not an expense of the Pioneer funds. Pioneer may base these payments on a
variety of criteria, including the amount of sales or assets attributable to the
financial intermediary or as a per transaction fee.

Not all financial intermediaries receive additional compensation and the amount
of compensation paid varies for each financial intermediary. In certain cases,
these payments could be significant. Pioneer determines which firms to support
and the extent of the payments it is willing to make, generally choosing firms
that have a strong capability to effectively distribute shares of the Pioneer
funds and that are willing to cooperate with Pioneer's promotional efforts.
Pioneer also may compensate financial intermediaries for providing certain
administrative services and transaction processing services.

Pioneer may benefit from revenue sharing if the intermediary features the
Pioneer funds in its sales system (such as by placing certain Pioneer funds on
its preferred fund list or giving access on a preferential basis to members of
the financial intermediary's sales force or management). In addition, the
financial intermediary may agree to participate in the distributor's marketing
efforts (such as by helping to facilitate or provide financial assistance for
conferences, seminars or other programs at which Pioneer personnel may make
presentations on the funds to the intermediary's sales force). To the extent
intermediaries sell more shares of the Pioneer funds or retain shares of the
Pioneer funds in their clients' accounts, Pioneer receives greater management
and other fees due to the increase in the Pioneer funds' assets. Although an
intermediary may request additional compensation from Pioneer to offset costs
incurred by the financial intermediary in servicing its clients, the
intermediary may earn a profit on these payments, if the amount of the payment
may exceed the intermediary's costs.

<PAGE>

The compensation that Pioneer pays to financial intermediaries is discussed in
more detail in the fund's statement of additional information. Your intermediary
may charge you additional fees or commissions other than those disclosed in this
prospectus. Intermediaries may categorize and disclose these arrangements
differently than the discussion above and in the statement of additional
information. You can ask your financial intermediary about any payments it
receives from Pioneer or the Pioneer funds, as well as about fees and/or
commissions it charges.

Pioneer and its affiliates may have other relationships with your financial
intermediary relating to the provision of services to the funds, such as
providing omnibus account services or effecting portfolio transactions for the
Pioneer funds. If your intermediary provides these services, Pioneer or the
Pioneer funds may compensate the intermediary for these services. In addition,
your intermediary may have other relationships with Pioneer or its affiliates
that are not related to the funds.

Sales charges

You buy Class Z shares at net asset value per share. The fund does not impose
any initial, contingent deferred or asset based sales charge on Class Z shares.

<PAGE>

Opening your account

If your shares are held in your investment firm's name, the options and services
available to you may be different from those discussed in this prospectus. Ask
your investment professional for more information.

If you invest in the fund through  investment  professionals  or other financial
intermediaries,   including  wrap  programs  and  similar  programs,  additional
conditions  may  apply  to your  investment  in the  fund,  and  the  investment
professional or intermediary may charge you a transaction-based or other fee for
its services.  These conditions and fees are in addition to those imposed by the
fund  and its  affiliates.  You  should  ask  your  investment  professional  or
financial intermediary about its services and any applicable fees.

Account options

Use your account application to select options and privileges for your account.
You can change your selections at any time by sending a completed account
options form to the transfer agent. You may be required to obtain a signature
guarantee to make certain changes to an existing account.

Call or write to the transfer agent for account applications, account options
forms and other account information:

Pioneer Investment Management
Shareholder Services, Inc.
P.O. Box 55150
Boston, Massachusetts 02205-5150
Telephone 1-800-665-8839

Telephone transaction privileges

If your account is registered in your name, you can buy, exchange or sell fund
shares by telephone. If you do not want your account to have telephone
transaction privileges, you must indicate that choice on your account
application or by writing to the transfer agent.

When you request a telephone transaction the transfer agent will try to confirm
that the request is genuine. The transfer agent records the call, requires the
caller to provide validating information for the account and sends you a written
confirmation. The fund may implement other confirmation procedures from time to
time. Different procedures may apply if you have a non-U.S. account or if your
account is registered in the name of an institution, broker-dealer or other
third party.

[text box:]
By phone

If you want to place your telephone transaction by speaking to a shareowner
services representative, call 1-800-665-8839 between 9:00 a.m. and 5:30 p.m.
Eastern time on any weekday

<PAGE>

that the New York Stock  Exchange is open.  You may use  FactFoneSM at any time.
[end text box]

Online transaction privileges

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

To establish online transaction privileges:

o     For new accounts, complete the online section of the account application

o     For existing accounts, complete an account options form, write to the
      transfer agent or complete the online authorization screen on
      www.pioneerinvestments.com

To use online transactions, you must read and agree to the terms of an online
transaction agreement available on the Pioneer website. When you or your
investment firm requests an online transaction the transfer agent electronically
records the transaction, requires an authorizing password and sends a written
confirmation. The fund may implement other procedures from time to time.
Different procedures may apply if you have a non-U.S. account or if your account
is registered in the name of an institution, broker-dealer or other third party.
You may not be able to use the online transaction privilege for certain types of
accounts, including most retirement accounts.

General rules on buying, exchanging and selling your fund shares

Share price

If you place an order to purchase, exchange or sell shares with the transfer
agent or a broker-dealer by the close of regular trading on the New York Stock
Exchange (currently 4:00 p.m. Eastern time), your transaction will be completed
at the share price determined as of the close of trading on the New York Stock
Exchange on that day. If your order is placed with the transfer agent or a
broker-dealer after 4:00 p.m., or your order is not in good order, your
transaction will be completed at the share price next determined after your
order is received in good order by the fund. The broker-dealer is responsible
for transmitting your order to the fund in a timely manner.

[text box]
Good order means that:

o     You have provided adequate instructions

o     There are no outstanding claims against your account

o     There are no transaction limitations on your account

<PAGE>

o     The purchase payment has cleared for shares you are requesting to redeem

o     If you have any fund share certificates, you submit them and they are
      signed by each record owner exactly as the shares are registered

o     Your request includes a signature guarantee if you:

      -     Are selling over $100,000 or exchanging over $500,000 worth of
            shares

      -     Changed your account registration or address within the last 30 days

      -     Instruct the transfer agent to mail the check to an address
            different from the one on your account

      -     Want the check paid to someone other than the account owner(s)

      -     Are transferring the sale proceeds to a Pioneer mutual fund account
            with a different registration
[end text box]

Buying

You may buy fund shares from any investment firm that has a sales agreement with
the distributor. If you do not have an investment firm, please call
1-800-665-8839 for information on how to locate an investment professional in
your area.

You can buy Class Z shares at net asset value per share. The fund does not
impose any initial, contingent deferred or asset based sales charge on Class Z
shares. The distributor may reject any order until it has confirmed it in
writing and received payment.

You may use securities you own to purchase shares of the fund provided that
Pioneer, in its sole discretion, determines that the securities are consistent
with the fund's objective and policies and their acquisition is in the best
interests of the fund. If the fund accepts your securities, they will be valued
for purposes of determining the number of fund shares to be issued to you in the
same way the fund will value the securities for purposes of determining its net
asset value. For federal income tax purposes, you may be taxed in the same
manner as if you sold the securities that you exchange for cash in an amount
equal to the value of the fund shares that you receive in exchange. Your sales
charge for purchases of fund shares will be based upon the value of the fund
shares that you receive. Your broker may also impose a fee in connection with
processing your purchase of fund shares with securities.

Minimum investment amount

There is no minimum initial amount for Class Z share investments.

Identity verification

To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify
and record information that identifies each person

<PAGE>

who opens an account. When you open an account, you will need to supply your
name, address, date of birth, and other information that will allow the fund to
identify you.

The fund may close your account if we cannot adequately verify your identity.
The redemption price will be the net asset value (less applicable sales charges)
on the date of redemption.

Exchanging

You may exchange your Class Z shares for shares of the same class of another
Pioneer mutual fund.

Your exchange request must be for at least $1,000. The fund allows you to
exchange your Class Z shares at net asset value without charging you either an
initial or contingent deferred sales charge.

Before you request an exchange, consider each fund's investment objective and
policies as described in the fund's prospectus.

Selling

Your Class Z shares will be sold at net asset value per share next calculated
after the fund or its authorized agent, such as broker-dealers, receives your
request in good order. If a signature guarantee is required, you must submit
your request in writing.

The fund generally will send your sale proceeds by check, bank wire or
electronic funds transfer. Normally you will be paid within seven days. If you
recently purchased the shares being sold, the fund may delay payment of the sale
proceeds until your check has cleared. This may take up to 15 calendar days from
the purchase date.

If you are selling shares from a non-retirement account or certain IRAs, you may
use any of the methods described below. If you are selling shares from a
retirement account other than an IRA, you must make your request in writing.

[text box:]
You may have to pay income taxes on a sale or an exchange.
[end text box]

[text box:]
Consult your investment professional to learn more about buying, exchanging or
selling fund shares.
[end text box]

Buying shares

Through your investment firm

Normally, your investment firm will send your purchase request to the fund's
distributor and/or transfer agent. Consult your investment professional for more
information. Your investment firm receives a

<PAGE>

commission from the distributor, and may receive additional compensation from
Pioneer, for your purchase of fund shares.

By phone or online

You can use the telephone or online purchase privilege if you have an existing
non-retirement account. Certain IRAs can use the telephone purchase privilege.
If your account is eligible, you can purchase additional fund shares by phone or
online if:

o     You established your bank account of record at least 30 days ago

o     Your bank information has not changed for at least 30 days

o     You are not purchasing more than $25,000 worth of shares per account per
      day

o     You can provide the proper account identification information

When you request a telephone or online purchase, the transfer agent will
electronically debit the amount of the purchase from your bank account of
record. The transfer agent will purchase fund shares for the amount of the debit
at the offering price determined after the transfer agent receives your
telephone or online purchase instruction and good funds. It usually takes three
business days for the transfer agent to receive notification from your bank that
good funds are available in the amount of your investment.

In writing, by mail or by fax

You can purchase fund shares for an existing fund account by mailing a check to
the transfer agent. Make your check payable to the fund. Neither initial nor
subsequent investments should be made by third party check. Your check must be
in U.S. dollars and drawn on a U.S. bank. Include in your purchase request the
fund's name, the account number and the name or names in the account
registration.

Exchanging shares

Through your investment firm

Normally, your investment firm will send your exchange request to the fund's
transfer agent. Consult your investment professional for more information about
exchanging your shares.

By phone or online

After you establish an eligible fund account, you can exchange fund shares by
phone or online if:

o     You are exchanging into an existing account or using the exchange to
      establish a new account, provided the new account has a registration
      identical to the original account

o     The fund into which you are exchanging offers the same class of shares

o     You are not exchanging more than $500,000 worth of shares per account per
      day

o     You can provide the proper account identification information

In writing, by mail or by fax

You can exchange fund shares by mailing or faxing a letter of instruction to the
transfer agent. You can exchange fund shares directly through the fund only if
your account is registered in your

<PAGE>

name. However, you may not fax an exchange request for more than $500,000.
Include in your letter:

o     The name, social security number and signature of all registered owners

o     A signature guarantee for each registered owner if the amount of the
      exchange is more than $500,000

o     The name of the fund out of which you are exchanging and the name of the
      fund into which you are exchanging

o     The class of shares you are exchanging

o     The dollar amount or number of shares you are exchanging

Selling shares

Through your investment firm

Normally, your investment firm will send your request to sell shares to the
fund's transfer agent. Consult your investment professional for more
information. The fund has authorized the distributor to act as its agent in the
repurchase of fund shares from qualified investment firms. The fund reserves the
right to terminate this procedure at any time.

By phone or online

If you have an eligible non-retirement account, you may sell up to $100,000 per
account per day by phone or online. You may sell fund shares held in a
retirement plan account by phone only if your account is an eligible IRA (tax
penalties may apply). You may not sell your shares by phone or online if you
have changed your address (for checks) or your bank information (for wires and
transfers) in the last 30 days.

You may receive your sale proceeds:

o     By check, provided the check is made payable exactly as your account is
      registered

o     By bank wire or by electronic funds transfer, provided the sale proceeds
      are being sent to your bank address of record

In writing, by mail or by fax

You can sell some or all of your fund shares by writing directly to the fund
only if your account is registered in your name. Include in your request your
name, your social security number, the fund's name, your fund account number,
the class of shares to be sold, the dollar amount or number of shares to be sold
and any other applicable requirements as described below. The transfer agent
will send the sale proceeds to your address of record unless you provide other
instructions. Your request must be signed by all registered owners and be in
good order.

The transfer agent will not process your request until it is received in good
order.

You may sell up to $100,000 per account per day by fax.

<PAGE>

How to contact us

By phone

For information or to request a telephone transaction between 9:00 a.m. and 5:30
p.m. (Eastern time) by speaking with a shareholder services representative call
1-800-665-8839

To request a transaction using FactFone(SM) call
1-800-225-4321

Telecommunications Device for the Deaf (TDD)
1-800-225-1997

By mail

Send your written instructions to:
Pioneer Investment Management
Shareholder Services, Inc.
P.O. Box 55150
Boston,
Massachusetts 02205-5150

Pioneer website
www.pioneerinvestments.com

By fax

Fax your exchange and sale requests to:
1-800-225-4240

Excessive trading

Frequent trading into and out of the fund can disrupt portfolio management
strategies, harm fund performance by forcing the fund to hold excess cash or to
liquidate certain portfolio securities prematurely and increase expenses for all
investors, including long-term investors who do not generate these costs. An
investor may use short-term trading as a strategy, for example, if the investor
believes that the valuation of the fund's portfolio securities for purposes of
calculating its net asset value does not fully reflect the then current fair
market value of those holdings. The fund discourages, and does not take any
intentional action to accommodate, excessive and short-term trading practices,
such as market timing. Although there is no generally applied standard in the
marketplace as to what level of trading activity is excessive, we may consider
trading in the fund's shares to be excessive for a variety of reasons, such as
if:

      o     You sell shares within a short period of time after the shares were
            purchased;

      o     You make two or more purchases and redemptions within a short period
            of time;

      o     You enter into a series of transactions that is indicative of a
            timing pattern or strategy; or

      o     We reasonably believe that you have engaged in such practices in
            connection with other mutual funds.

The fund's Board of Trustees has adopted policies and procedures with respect to
frequent purchases and redemptions of fund shares by fund investors. Pursuant to
these policies and procedures, we monitor selected trades on a daily basis in an
effort to detect excessive short-term trading. If we determine that an investor
or a client of a broker has engaged in excessive short-term trading that we
believe may

<PAGE>

be harmful to the fund, we will ask the investor or broker to cease such
activity and we will refuse to process purchase orders (including purchases by
exchange) of such investor, broker or accounts that we believe are under their
control. In determining whether to take such actions, we seek to act in a manner
that is consistent with the best interests of the fund's shareholders.

While we use our reasonable efforts to detect excessive trading activity, there
can be no assurance that our efforts will be successful or that market timers
will not employ tactics designed to evade detection. If we are not successful,
your return from an investment in the fund may be adversely affected.
Frequently, fund shares are held through omnibus accounts maintained by
financial intermediaries such as brokers and retirement plan administrators,
where the holdings of multiple shareholders, such as all the clients of a
particular broker, are aggregated. Our ability to monitor trading practices by
investors purchasing shares through omnibus accounts is limited and dependent
upon the cooperation of the financial intermediary in observing the fund's
policies.

In addition to monitoring trades, the policies and procedures provide that:

      o     The fund imposes limitations on the number of exchanges out of an
            account holding the fund's Class A, Class B, Class C, Class R or
            Class Z shares that may occur in any calendar year. See "Exchange
            limitation."

The fund may reject a purchase or exchange order before its acceptance or an
order prior to issuance of shares. The fund may also restrict additional
purchases or exchanges in an account. Each of these steps may be taken, for any
reason, without prior notice, including transactions that the fund believes are
requested on behalf of market timers. The fund reserves the right to reject any
purchase request by any investor or financial institution if the fund believes
that any combination of trading activity in the account or related accounts is
potentially disruptive to the fund. A prospective investor whose purchase or
exchange order is rejected will not achieve the investment results, whether gain
or loss, that would have been realized if the order were accepted and an
investment made in the fund. The fund and its shareholders do not incur any gain
or loss as a result of a rejected order. The fund may impose further
restrictions on trading activities by market timers in the future. The fund's
prospectus will be amended or supplemented to reflect any material additional
restrictions on trading activities intended to prevent excessive trading.

Account options

See the account application form for more details on each of the following
options.

<PAGE>

Automatic investment plans

You can make regular periodic investments in the fund by setting up monthly bank
drafts, government allotments, payroll deductions, a Pioneer Investomatic Plan
and other similar automatic investment plans. You may use an automatic
investment plan to establish a Class A share account with a small initial
investment. If you have a Class B or Class C share account and your balance is
at least $1,000, you may establish an automatic investment plan.

Pioneer Investomatic Plan

If you establish a Pioneer Investomatic Plan, the transfer agent will make a
periodic investment in fund shares by means of a preauthorized electronic funds
transfer from your bank account. Your plan investments are voluntary. You may
discontinue your plan at any time or change the plan's dollar amount, frequency
or investment date by calling or writing to the transfer agent. You should allow
up to 30 days for the transfer agent to establish your plan.

Automatic exchanges

You can automatically exchange your fund shares for Class Z shares of another
Pioneer mutual fund. The automatic exchange will begin on the day you select
when you complete the appropriate section of your account application or an
account options form. In order to establish automatic exchange:

o     You must select exchanges on a monthly or quarterly basis

o     Both the originating and receiving accounts must have identical
      registrations

o     The originating account must have a minimum balance of $5,000

You may have to pay income taxes on an exchange.

Distribution options

The fund offers three distribution options. Any fund shares you buy by
reinvesting distributions will be priced at the applicable net asset value per
share.

(1)   Unless you indicate another option on your account application, any
      dividends and capital gain distributions paid to you by the fund will
      automatically be invested in additional fund shares.

(2)   You may elect to have the amount of any dividends paid to you in cash and
      any capital gain distributions reinvested in additional shares.

(3)   You may elect to have the full amount of any dividends and/or capital gain
      distributions paid to you in cash.

Options (2) or (3) are not available to retirement plan accounts or accounts
with a current value of less than $500.

<PAGE>

If your distribution check is returned to the transfer agent or you do not cash
the check for six months or more, the transfer agent may reinvest the amount of
the check in your account and automatically change the distribution option on
your account to option (1) until you request a different option in writing. If
the amount of a distribution check would be less than $10, the fund may reinvest
the amount instead of sending a check. Additional shares will be purchased at
the then current net asset value.

Directed dividends

You can invest the dividends paid by one of your Pioneer mutual fund accounts in
a second Pioneer mutual fund account. The value of your second account must be
at least $1,000. You may direct the investment of any amount of dividends. There
are no fees or charges for directed dividends. If you have a retirement plan
account, you may only direct dividends to accounts with identical registrations.

Systematic withdrawal plans

When you establish a systematic withdrawal plan for your account, the transfer
agent will sell the number of fund shares you specify on a periodic basis and
the proceeds will be paid to you or to any person you select. You must obtain a
signature guarantee to direct payments to another person after you have
established your systematic withdrawal plan. Payments can be made either by
check or by electronic transfer to a bank account you designate.

To establish a systematic withdrawal plan:

o     Your account must have a total value of at least $10,000 when you
      establish your plan

o     You must request a periodic withdrawal of at least $50

Systematic sales of fund shares may be taxable transactions for you.

These requirements do not apply to scheduled (Internal Revenue Code Section
72(t) election) or mandatory (required minimum distribution) withdrawals from
IRAs and certain retirement plans.

Direct deposit

If you elect to take dividends or dividends and capital gain distributions in
cash, or if you establish a systematic withdrawal plan, you may choose to have
those cash payments deposited directly into your savings, checking or NOW bank
account.

<PAGE>

Voluntary tax withholding

You may have the transfer agent withhold 28% of the dividends and capital gain
distributions paid from your fund account (before any reinvestment) and forward
the amount withheld to the Internal Revenue Service as a credit against your
federal income taxes. Voluntary tax withholding is not available for retirement
plan accounts or for accounts subject to backup withholding.

Shareowner services

Pioneer website
www.pioneerinvestments.com

The website includes a full selection of information on mutual fund investing.
You can also use the website to get:

o     Your current account information

o     Prices, returns and yields of all publicly available Pioneer mutual funds

o     Prospectuses, statements of additional information and shareowner reports
      for all the Pioneer mutual funds

o     A copy of Pioneer's privacy notice

If you or your investment firm authorized your account for the online
transaction privilege, you may buy, exchange and sell shares online.

FactFone(SM) 1-800-225-4321

You can use FactFone(SM) to:

o     Obtain current information on your Pioneer mutual fund accounts

o     Inquire about the prices and yields of all publicly available Pioneer
      mutual funds

o     Make computer-assisted telephone purchases, exchanges and redemptions for
      your fund accounts

o     Request account statements

If you plan to use FactFone(SM) to make telephone purchases and redemptions,
first you must activate your personal identification number and establish your
bank account of record. If your account is registered in the name of a
broker-dealer or other third party, you may not be able to use FactFone(SM).

Household delivery of fund documents

With your consent, Pioneer may send a single proxy statement, prospectus and
shareowner report to your residence for you and any other member of your
household who has an account with the fund. If you wish to revoke your consent
to this practice, you may do so by notifying Pioneer, by phone or in writing
(see "How to contact us"). Pioneer will begin mailing separate proxy statements,

<PAGE>

prospectuses and shareowner reports to you within 30 days after receiving your
notice.

Confirmation statements

The transfer agent maintains an account for each investment firm or individual
shareowner and records all account transactions. You will be sent confirmation
statements showing the details of your transactions as they occur, except
automatic investment plan transactions, which are confirmed quarterly. If you
have more than one Pioneer mutual fund account registered in your name, the
Pioneer combined account statement will be mailed to you each quarter.

Tax information

In January of each year, the fund will mail you information about the tax status
of the dividends and distributions paid to you by the fund.

TDD 1-800-225-1997

If you have a hearing disability and access to TDD keyboard equipment, you can
contact our telephone representatives with questions about your account by
calling our TDD number between 8:30 a.m. and 5:30 p.m. Eastern time any weekday
that the New York Stock Exchange is open.

Privacy

The fund has a policy that protects the privacy of your personal information. A
copy of Pioneer's privacy notice was given to you at the time you opened your
account. The fund will send you a copy of the privacy notice each year. You may
also obtain the privacy notice by calling the transfer agent or through
Pioneer's website.

<PAGE>

Shareowner account policies

Signature guarantees and other requirements

You are required to obtain a signature guarantee when:

o     Requesting certain types of exchanges or sales of fund shares

o     Requesting certain types of changes for your existing account

You can obtain a signature guarantee from most broker-dealers, banks, credit
unions (if authorized under state law) and federal savings and loan
associations. You cannot obtain a signature guarantee from a notary public.

The Pioneer funds generally accept only medallion signature guarantees. A
medallion signature guarantee may be obtained from a domestic bank or trust
company, broker, dealer, clearing agency, savings association, or other
financial institution that is participating in a medallion program recognized by
the Securities Transfer Association. Signature guarantees from financial
institutions that are not participating in one of these programs are not
accepted as medallion signature guarantees. The fund may accept other forms of
guarantee from financial intermediaries in limited circumstances.

Fiduciaries and corporations are required to submit additional documents to sell
fund shares.

Exchange limitation

You may only make up to four exchange redemptions of $25,000 or more per account
per calendar year out of the fund. The fund's exchange limitation is intended to
discourage short-term trading in fund shares. Short-term trading can increase
the expenses incurred by the fund and make portfolio management less efficient.
In determining whether the exchange redemption limit has been reached, Pioneer
may aggregate a series of exchanges (each valued at less than $25,000) and/or
fund accounts that appear to be under common ownership or control. Pioneer may
view accounts for which one person gives instructions or accounts that act on
advice provided by a single source to be under common control.

The exchange limitation does not apply to automatic exchange transactions or to
exchanges made by participants in employer-sponsored retirement plans qualified
under Section 401(a) of the Internal Revenue Code. While financial
intermediaries that maintain omnibus accounts that invest in the fund are
requested to apply the exchange limitation policy to shareholders who hold
shares through such accounts, we do not impose the exchange limitation policy at
the level of the omnibus account and are not able to monitor compliance by the
financial intermediary with this policy.

Telephone and website access

You may have difficulty contacting the fund by telephone or accessing
pioneerinvestments.com during times of market volatility or disruption in
telephone or Internet service. On New York Stock Exchange holidays or on days
when the exchange closes early, Pioneer will adjust the

<PAGE>

hours for the telephone center and for online transaction processing
accordingly. If you are unable to access pioneerinvestments.com or reach the
fund by telephone, you should communicate with the fund in writing.

Share certificates

The fund does not offer share certificates. Shares are electronically recorded.

Other policies

The fund and the distributor reserve the right to:

o     reject any purchase or exchange order for any reason, without prior notice

o     charge a fee for exchanges or to modify, limit or suspend the exchange
      privilege at any time without notice. The fund will provide 60 days'
      notice of material amendments to or termination of the exchange privilege

o     revise, suspend, limit or terminate the account options or services
      available to shareowners at any time, except as required by the rules of
      the Securities and Exchange Commission

The fund reserves the right to:

o     stop offering Class Z shares

o     suspend transactions in shares when trading on the New York Stock Exchange
      is closed or restricted, when the Securities and Exchange Commission
      determines an emergency or other circumstances exist that make it
      impracticable for the fund to sell or value its portfolio securities

o     redeem in kind by delivering to you portfolio securities owned by the fund
      rather than cash. Securities you receive this way may increase or decrease
      in value while you hold them and you may incur brokerage and transaction
      charges and tax liability when you convert the securities to cash

o     charge transfer, shareholder servicing or similar agent fees, such as an
      account maintenance fee for small balance accounts, directly to accounts
      upon at least 30 days' notice. The fund may do this by deducting the fee
      from your distribution of dividends and/or by redeeming shares to the
      extent necessary to cover the fee

<PAGE>

Dividends, capital gains and taxes

Dividends and capital gains

The fund generally pays any distributions of net short- and long-term capital
gains in November.

The fund generally pays dividends from any net investment income quarterly
during March, June, September and December.

The fund may also pay dividends and capital gain distributions at other times if
necessary for the fund to avoid U.S. federal income or excise tax. If you invest
in the fund close to the time that the fund makes a distribution, generally you
will pay a higher price per share and you will pay taxes on the amount of the
distribution whether you reinvest the distribution or receive it as cash.

Taxes

For U.S. federal income tax purposes, distributions from the fund's net
long-term capital gains (if any) are considered long-term capital gains and may
be taxable to you at different maximum rates depending upon their source and
other factors. Distributions from the fund's net short-term capital gains are
taxable as ordinary income. Dividends are taxable either as ordinary income or,
if so designated by the fund and certain other conditions, including holding
period requirements, are met by the fund and the shareholder, as "qualified
dividend income" taxable to individual shareholders at a maximum 15% U.S.
federal income tax rate. Dividends and distributions are taxable, whether you
take payment in cash or reinvest them to buy additional fund shares.

When you sell or exchange fund shares you will generally recognize a capital
gain or capital loss in an amount equal to the difference between the net amount
of sale proceeds (or, in the case of an exchange, the fair market value of the
shares) that you receive and your tax basis for the shares that you sell or
exchange. In January of each year the fund will mail to you information about
your dividends, distributions and any shares you sold in the previous calendar
year.

You must provide your social security number or other taxpayer identification
number to the fund along with the certifications required by the Internal
Revenue Service when you open an account. If you do not or if it is otherwise
legally required to do so, the fund

<PAGE>

will withhold 28% "backup withholding" tax from your dividends and
distributions, sale proceeds and any other payments to you.

You should ask your tax adviser about any federal, state, local and foreign tax
considerations, including possible additional withholding taxes for non-U.S.
shareholders. You may also consult the fund's statement of additional
information for a more detailed discussion of qualified dividend income and
other U.S. federal income tax considerations that may affect the fund and its
shareowners.

[text box: capital icon]
Sales and exchanges may be taxable transactions to shareowners.
[end text box]

<PAGE>

Financial highlights

The financial highlights table helps you understand
the fund's financial performance for the past five years.

Class A share information is presented because Class Z shares have no operating
history. Class Z shares will have different performance and different annual
operating expenses.

Certain information reflects financial results for a single fund share. The
total returns in the table represent the rate that you would have earned or lost
on an investment in Class A shares of the fund (assuming reinvestment of all
dividends and distributions).

The information below has been audited by [xxx], the fund's independent
registered public accounting firm, whose report is included in the fund's annual
report along with the fund's financial statements. The annual report is
available upon request.

Pioneer Fund
Class A shares

<PAGE>

Pioneer Fund

You can obtain more free information about the fund from your investment firm or
by writing to Pioneer Investment Management Shareholder Services, Inc., 60 State
Street, Boston, Massachusetts 02109. You may also call 1-800-665-8839.

The fund makes available the statement of additional information and shareowner
reports, free of charge, on the fund's website at www.pioneerinvestments.com.

Shareowner reports

Annual and semiannual reports to shareowners, and quarterly reports filed with
the Securities and Exchange Commission, provide information about the fund's
investments. The annual report discusses market conditions and investment
strategies that significantly affected the fund's performance during its last
fiscal year.

Statement of additional information

The statement of additional information provides more detailed information about
the fund. It is incorporated by reference into this prospectus.

Visit our website
www.pioneerinvestments.com

You can also review and copy the fund's shareowner reports, prospectus and
statement of additional information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information.
The Commission charges a fee for copies. You can get the same information free
from the Commission's EDGAR database on the Internet (http://www.sec.gov). You
may also e-mail requests for these documents to publicinfo@sec.gov or make a
request in writing to the Commission's Public Reference Section, Washington,
D.C. 20549-0102.

(Investment Company Act file no. 811-07613)

<PAGE>

Pioneer Funds Distributor, Inc.
60 State Street
Boston, MA 02109

                                                                     [VBL: job#]
www.pioneerinvestments.com               (C)2007 Pioneer Funds Distributor, Inc.
                                                  Member SIPC


<PAGE>


                                  PIONEER FUND
                                 60 State Street
                           Boston, Massachusetts 02109

                       STATEMENT OF ADDITIONAL INFORMATION

                                 Class Z Shares

                                   May 1, 2007

This statement of additional information is not a prospectus. It should be read
in conjunction with the fund's Class Z shares prospectus dated May 1, 2007, as
supplemented or revised from time to time. A copy of the prospectus can be
obtained free of charge by calling Shareholder Services at 1-800-225-6292 or by
written request to the fund at 60 State Street, Boston, Massachusetts 02109. You
can also obtain a copy of the prospectus from our website at:
www.pioneerinvestments.com.

                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

1.    Fund History .....................................................      2
2.    Investment Policies, Risks and Restrictions ......................      2
3.    Trustees and Officers ............................................     26
4.    Investment Adviser ...............................................     34
5.    Principal Underwriter and Distribution Plans .....................     40
6.    Shareholder Servicing/Transfer Agent .............................     45
7.    Custodian ........................................................     45
8.    Independent Registered Public Accounting Firm ....................     45
9.    Portfolio Management .............................................     46
10.   Portfolio Transactions ...........................................     50
11.   Description of Shares ............................................     51
12.   Sales Charges ....................................................     53
13.   Redeeming Shares .................................................     61
14.   Telephone and Online Transactions ................................     62
15.   Pricing of Shares ................................................     63
16.   Tax Status .......................................................     64
17.   Investment Results ...............................................     70
18.   Financial Statements .............................................     70
19.   Annual Fee, Expense and Other Information ........................     71
20.   Appendix A - Description of Short-Term Debt, Corporate Bond and
         Preferred Stock Ratings .......................................     76
21.   Appendix B - Proxy Voting Policies and Procedures ................     81

                                        1

<PAGE>

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

Debt Securities Selection

In selecting debt securities for the fund, Pioneer gives primary consideration
to the fund's investment objective, the attractiveness of the market for debt
securities given the outlook of Pioneer for the equity markets and the fund's
liquidity requirements. Once Pioneer determines to allocate a portion of the
fund's assets to debt securities, Pioneer generally focuses on short-term

                                        2

<PAGE>

instruments to provide liquidity and may invest in a range of fixed income
securities if the fund is investing in such instruments for income or capital
gains. Pioneer selects individual securities based on broad economic factors and
issuer specific factors including the terms of the securities (such as yields
compared to U.S. Treasuries or comparable issues), liquidity and rating, sector
and issuer diversification.

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

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

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

                                        3

<PAGE>

"Appendix A" for a description of rating categories. The fund may invest in debt
securities rated "C" or better, or comparable unrated securities.

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

For purposes of the fund's credit quality policies, if a security receives
different ratings from nationally recognized statistical rating organizations,
the fund will use the rating chosen by the portfolio manager as most
representative of the security's credit quality. If a rating organization
downgrades the quality rating assigned to one or more of the fund's portfolio
securities, Pioneer will consider what actions, if any, are appropriate
including selling the downgraded security or purchasing additional investment
grade securities of the appropriate credit quality as soon as it is prudent to
do so.

                                        4

<PAGE>

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
("FHLBs"), Federal Home Loan Mortgage Corporation ("FHLMC"), Federal National
Mortgage Association ("FNMA"), Maritime Administration, Tennessee Valley
Authority, District of Columbia Armory Board, 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 FHLBs; (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 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, (a) commercial
paper and other short-term commercial obligations; (b) obligations (including
certificates of deposit and bankers' acceptances) of banks; (c) obligations
issued or guaranteed by a governmental issuer, including

                                        5

<PAGE>

governmental agencies or instrumentalities; (d) fixed income securities of
corporate issuers; and (e) other cash equivalents or cash. Subject to the fund's
restrictions regarding investment in non-U.S. securities, these securities may
be denominated in any currency. These investments generally are rated investment
grade or are determined by Pioneer to be of equivalent credit quality.

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 Morgan Stanley Capital International (MSCI) Emerging Markets
Index. The fund will generally focus on emerging markets that do not impose
unusual trading requirements which tend to restrict the flow of investments. In
addition, the fund may invest in unquoted securities, 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 accurately price its portfolio securities or to
dispose of such securities at the times determined by Pioneer to be appropriate.
The risks associated with reduced liquidity may be particularly acute in
situations in which the fund's operations require cash, such as in order to meet
redemptions and to pay its expenses.

Economic, Political and Social Factors. Certain countries, including emerging
markets, may be subject to a greater degree of economic, political and social
instability than 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)

                                        6

<PAGE>

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

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

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

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

Custodian Services and Related Investment Costs. Custodial services and other
costs relating to investment in international securities markets generally are
more expensive than in the U.S. Such markets have settlement and clearance
procedures that differ from those in the U.S. In certain markets there have been
times when settlements have been unable to keep pace with the volume of
securities transactions, making it difficult to conduct such transactions. The
inability of

                                        7

<PAGE>

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.

Real Estate Investment Trusts ("REITs") and Associated Risk Factors

REITs are companies that invest primarily in income producing real estate or
real estate related loans or interests. REITs are generally classified as equity
REITs, mortgage REITs or a combination of equity and mortgage REITs. Equity
REITs invest the majority of their assets directly in real property and derive
income primarily from the collection of rents. Equity REITs can also realize
capital gains by selling properties that have appreciated in value. Mortgage
REITs invest the majority of their assets in real estate mortgages and derive
income from the collection of interest payments. REITs are not taxed on income
distributed to shareholders provided they comply with the applicable
requirements of the Internal Revenue Code of 1986, as amended (the "Code"). The
fund will indirectly bear its proportionate share of any management and other
expenses paid by REITs in which it invests in addition to the expenses paid by
the fund. Debt securities issued by REITs are, for the most part, general and
unsecured obligations and are subject to risks associated with REITs.

Investing in REITs involves certain unique risks in addition to those risks
associated with investing in the real estate industry in general. An equity REIT
may be affected by changes in the value of the underlying properties owned by
the REIT. A mortgage REIT may be affected by changes in interest rates and the
ability of the issuers of its portfolio mortgages to repay their obligations.
REITs are dependent upon the skills of their managers and are not diversified.
REITs are generally dependent upon maintaining cash flows to repay borrowings
and to make distributions to shareholders and are subject to the risk of default
by lessees or borrowers. REITs whose underlying assets are concentrated in
properties used by a particular industry, such as health care, are also subject
to risks associated with such industry.

REITs (especially mortgage REITs) are also subject to interest rate risks. When
interest rates decline, the value of a REIT's investment in fixed rate
obligations can be expected to rise. Conversely, when interest rates rise, the
value of a REIT's investment in fixed rate obligations can be expected to
decline. If the REIT invests in adjustable rate mortgage loans the interest
rates on which are reset periodically, yields on a REIT's investments in such
loans will gradually align themselves to reflect changes in market interest
rates. This causes the value of such investments to fluctuate less dramatically
in response to interest rate fluctuations than would investments in fixed rate
obligations.

REITs may have limited financial resources, may trade less frequently and in a
limited volume and may be subject to more abrupt or erratic price movements than
larger company securities. Historically REITs have been more volatile in price
than the larger capitalization stocks included in Standard & Poor's 500 Stock
Index (the "S&P 500").

                                        8

<PAGE>

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, EDRs, GDRs
and similar instruments will be deemed to be investments in the underlying
equity securities of non-U.S. issuers. The fund may acquire depositary receipts
from banks that do not have a contractual relationship with the issuer of the
security underlying the depositary receipt to issue and secure such depositary
receipt. To the extent the fund invests in such unsponsored depositary receipts
there may be an increased possibility that the fund may not become aware of
events affecting the underlying security and thus the value of the related
depositary receipt. In addition, certain benefits (i.e., rights offerings) which
may be associated with the security underlying the depositary receipt may not
inure to the benefit of the holder of such depositary receipt.

Other Investment Companies

The fund may invest in the securities of other investment companies to the
extent that such investments are consistent with the fund's investment objective
and policies and permissible under the Investment Company Act of 1940, as
amended (the "1940 Act"). Under one provision of the 1940 Act, a fund may not
acquire the securities of another investment company if, as a result, (i) more
than 10% of the fund's total assets would be invested in securities of other
investment companies, (ii) more than 5% of the fund's total assets would be
invested in any one investment company, or (iii) more than 10% of the fund's
total assets would be invested in securities of other investment companies.
However, there are several provisions of the 1940 Act and rules thereunder that
allow more expansive investment in investment companies. In addition, these
limitations do not apply to the purchase of shares of any investment company in
connection with a merger, consolidation, reorganization or acquisition of
substantially all the assets of another investment company. The fund may 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

                                        9

<PAGE>

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 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.

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 own 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

                                       10

<PAGE>

"constructive sale") on the date it effects the short sale. However, such
constructive sale treatment may not apply if the fund closes out the short sale
with securities other than the appreciated securities held at the time of the
short sale provided that certain other conditions are satisfied. Uncertainty
regarding the tax consequences of effecting short sales may limit the extent to
which the fund may make short sales against the box.

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."

Portfolio Turnover

It is the policy of the fund not to engage in trading for short-term profits
although portfolio turnover rate is not considered a limiting factor in the
execution of investment decisions for the fund. A high rate of portfolio
turnover (100% or more) involves correspondingly greater transaction costs which
must be borne by the fund and its shareholders. See "Annual Fee, Expense and
Other Information" for the fund's annual portfolio turnover rate.

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

                                       11

<PAGE>

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 fund may also engage in cross-hedging by using forward contracts in one
currency to hedge against fluctuations in the value of securities denominated in
a different currency, if Pioneer determines that there is a pattern of
correlation between the two currencies. Cross-hedging may also include entering
into a forward transaction involving two foreign currencies, using one foreign
currency as a proxy for the U.S. dollar to hedge against variations in the other
foreign currency, if Pioneer determines that there is a pattern of correlation
between the proxy currency and the U.S. dollar.

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

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

                                       12

<PAGE>

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.

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.

                                       13

<PAGE>

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

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

The fund may also use options on currencies to cross-hedge, which involves
writing or purchasing options on one currency to hedge against changes in
exchange rates of a different currency with a pattern of correlation.
Cross-hedging may also include using a foreign currency as a proxy for the U.S.
dollar, if Pioneer determines that there is a pattern of correlation between
that currency and the U.S. dollar.

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

Options on Securities and Securities Indices

For hedging purposes or to seek 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.

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.

                                       14

<PAGE>

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; 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

                                       15

<PAGE>

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 the ability of Pioneer to predict
future price fluctuations and the degree of correlation between the options and
securities markets.

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

                                       16

<PAGE>

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. The fund will engage in futures and related options
transactions for bona fide hedging and non-hedging purposes as described below.
All futures contracts entered into by the fund are traded on U.S. exchanges or
boards of trade that are licensed and regulated by the Commodity Futures Trading
Commission (the "CFTC") or on non-U.S. exchanges.

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

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

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

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

                                       17

<PAGE>

future delivery of securities held by the fund or securities with
characteristics similar to those of the fund's portfolio securities. Similarly,
the fund may sell futures contracts in a foreign currency in which its portfolio
securities are denominated or in one currency to hedge against fluctuations in
the value of securities denominated in a different currency if there is an
established historical pattern of correlation between the two currencies. If, in
the opinion of Pioneer, there is a sufficient 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.

                                       18

<PAGE>

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.

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.

                                       19

<PAGE>

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 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 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.pioneerinvestments.com) and may be
sent to rating agencies, reporting/news services and financial intermediaries,
upon request. In addition, Pioneer generally makes publicly available
information regarding 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

                                       20

<PAGE>

pension consultants). As of the date of this statement of additional
information, Pioneer had not provided the fund's portfolio holdings information
to any entity prior to the date such information was made public. 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
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,
independent registered public accounting firm or counsel. In approving the
policy, the Board of Trustees considered that the service providers are subject
to duties of confidentiality arising under law or contract that provide an
adequate safeguard for such information. None of Pioneer, the fund, or any other
party receive any compensation or other consideration from any arrangement
pertaining to 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:

                                       21

<PAGE>

(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
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

                                       22

<PAGE>

      (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.

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 and
real estate funds) that invest in real estate or interests therein, provided
that investment in real estate investment trusts ("REITs") is limited to 20% of
the fund's net asset value, and further provided that the REIT is not a
partnership, its shares are listed on a stock exchange or traded in an organized
market, and it is not subject to an investment fund supervision in its home
state;

(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;

                                       23

<PAGE>

(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.

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
</TABLE>

                                       24

<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>
Lending                         Fundamental restriction      Fundamental restriction      Fundamental restriction
                                no. 4 applies                no. 4 applies                no. 4 applies

Commodities and commodity       Fundamental restriction      Fundamental restriction      Non-fundamental
contracts                       no. 5 applies                no. 5 applies                restriction (a) applies

Total assets of fund in any     Fundamental restriction      Fundamental restriction      Fundamental restriction
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 otherwise                                   restriction no. (iv)         restriction no. (iv)
encumbering assets                                           applies                      applies

Purchases on margin or make     No fundamental restriction   Non-fundamental              Non-fundamental
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 development                                   restriction (vii) applies    restriction (vii) applies
leases or programs

Call and put options            No fundamental restriction   No fundamental restriction   Non-fundamental
                                                                                          restriction (c) applies

Venture capital or private      No fundamental restriction   No fundamental restriction   No fundamental restriction
equity funds                                                 (viii) applies               (viii) applies

Financial instruments used      No fundamental restriction   No fundamental restriction   Non-fundamental
for non-hedging which have a                                                              restriction (d) applies
leverage effect
</TABLE>

                                       25

<PAGE>

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 87
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.

                                       26

<PAGE>

<TABLE>
<CAPTION>
                                             Term of Office
Name, Age                 Position Held       and Length of     Principal Occupation During Past   Other Directorships
and Address               With the Fund       Service           Five Years                         Held by this Trustee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                <C>                <C>                                <C>
Interested Trustees:

John F. Cogan, Jr.        Chairman of the    Trustee since      Deputy Chairman and a Director     Director of ICI Mutual
(80)*                     Board, Trustee     1982. Serves       of Pioneer Global Asset            Insurance Company
                          and President      until a            Management S.p.A. ("PGAM");
                                             successor          Non-Executive Chairman and a
                                             trustee is         Director of Pioneer Investment
                                             elected or         Management USA Inc. ("PIM-USA");
                                             earlier            Chairman and Director of Pioneer
                                             retirement or      Institutional Asset Management,
                                             removal.           Inc. (since 2006); Chairman and
                                                                a Director of Pioneer; Director
                                                                of Pioneer Alternative
                                                                Investment Management Limited
                                                                (Dublin); President and a
                                                                Director of Pioneer Alternative
                                                                Investment Management (Bermuda)
                                                                Limited and affiliated funds;
                                                                Director of PIOGLOBAL Real
                                                                Estate Investment Fund (Russia)
                                                                (until June 2006); Director of
                                                                Nano-C, Inc. (since 2003);
                                                                Director of Cole Investment
                                                                Corporation (since 2004);
                                                                Director of Fiduciary
                                                                Counseling, Inc.; President and
                                                                Director of Pioneer Funds
                                                                Distributor, Inc. ("PFD");
                                                                President of all of the Pioneer
                                                                Funds; and Of Counsel, Wilmer
                                                                Cutler Pickering Hale and Dorr
                                                                LLP (counsel to PIM-USA and the
                                                                Pioneer Funds)
</TABLE>

                                       27

<PAGE>

<TABLE>
<S>                       <C>                <C>                <C>                                <C>
Independent Trustees:

David R. Bock             Trustee            Trustee since      Senior Vice President and Chief    Director of The Enterprise
(63)                                         2005. Serves       Financial Officer, I-trax, Inc.    Social Investment Company
3050 K Street NW,                            until a            (publicly traded health care       (privately-held affordable
Washington,                                  successor          services company) (2001 -          housing finance company);
DC 20007                                     trustee is         present); Managing Partner,        Director of New York
                                             elected or         Federal City Capital Advisors      Mortgage Trust (publicly
                                             earlier            (boutique merchant bank)(2002 to   traded mortgage REIT)
                                             retirement or      2004); and Executive Vice
                                             removal.           President and Chief Financial
                                                                Officer, Pedestal Inc.
                                                                (internet-based mortgage trading
                                                                company) (2000-2002)

Mary K. Bush (59)         Trustee            Trustee since      President, Bush International      Director of Brady
3509 Woodbine Street,                        1997. Serves       (international financial           Corporation (industrial
Chevy Chase, MD 20815                        until a            advisory firm)                     identification and
                                             successor                                             specialty coated material
                                             trustee is                                            products manufacturer),
                                             elected or                                            Director of Briggs &
                                             earlier                                               Stratton Co. (engine
                                             retirement or                                         manufacturer) and Mortgage
                                             removal.                                              Guaranty Insurance
                                                                                                   Corporation

Margaret B.W. Graham      Trustee            Trustee since      Founding Director, The Winthrop    None
(59)                                         1990. Serves       Group, Inc. (consulting firm);
1001 Sherbrooke Street                       until a            Desautels Faculty of Management,
West, Montreal,                              successor          McGill University,
Quebec, Canada                               trustee is
H3A1G5                                       elected or
                                             earlier
                                             retirement or
                                             removal.

Thomas J. Perna (56)      Trustee            Trustee since      Private investor (2004 -           Director of Quadriserv Inc.
89 Robbins Avenue,                           2006. Serves       present); Senior Executive Vice    (technology products for
Berkeley Heights, NJ                         until a            President, The Bank of New York    securities lending
07922                                        successor          (financial and securities          industry)
                                             trustee is         services) (1986 - 2004)
                                             elected or
                                             earlier
                                             retirement or
                                             removal.

Marguerite A. Piret       Trustee            Trustee since      President and Chief Executive      Director of New America
(58)                                         1982. Serves       Officer, Newbury, Piret &          High Income Fund, Inc.
200 State Street,                            until a            Company, Inc. (investment          (closed-end investment
12th Floor, Boston,                          successor          banking firm)                      company)
MA 02109                                     trustee is
                                             elected or
                                             earlier
                                             retirement or
                                             removal.
</TABLE>

                                       28

<PAGE>

<TABLE>
<S>                       <C>                <C>                <C>                                <C>
John Winthrop (70)        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.

Fund Officers:

                                                                                                   Other Directorships Held by
                                                                                                   this Officer

Dorothy E.                Secretary          Since September,   Secretary of PIM-USA; Senior       None
Bourassa (59)                                2000. Serves at    Vice President- Legal of
                                             the discretion     Pioneer; and Secretary/Clerk of
                                             of the Board       most of PIM-USA's subsidiaries;
                                                                and Secretary of all of the
                                                                Pioneer Funds since September
                                                                2003 (Assistant Secretary from
                                                                November 2000 to September 2003)

Christopher J.            Assistant          Since September,   Assistant Vice President and       None
Kelley (42)               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);
                                                                and Assistant Secretary of all
                                                                Pioneer Funds since September
                                                                2003

Christopher P.            Assistant          Since September,   Partner, Wilmer Cutler Pickering   None
Harvey (45)               Secretary          2003. Serves at    Hale and Dorr LLP; and Assistant
                                             the discretion     Secretary of all of the Pioneer
                                             of the Board       Funds since July 2006
</TABLE>

                                       29

<PAGE>

<TABLE>
<S>                       <C>                <C>                <C>                                <C>
Vincent Nave (61)         Treasurer          Since November,    Vice President-Fund Accounting,    None
                                             2000. Serves at    Administration and
                                             the discretion     Controllership Services of
                                             of the Board       Pioneer  and Treasurer of all of
                                                                the Pioneer Funds

Mark E. Bradley           Assistant          Since November,    Deputy Treasurer of Pioneer        None
(47)                      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
(42)                      Treasurer          2000. Serves at    Accounting, Administration and
                                             the discretion     Controllership Services of
                                             of the Board       Pioneer and Assistant Treasurer
                                                                of all of the Pioneer Funds

Gary Sullivan (49)        Assistant          Since May, 2002.   Fund Accounting Manager - Fund     None
                          Treasurer          Serves at the      Accounting, Administration and
                                             discretion of      Controllership Services of
                                             the Board          Pioneer; and Assistant Treasurer
                                                                of all of the Pioneer Funds
                                                                since May 2002

Katharine Kim             Assistant          Since September,   Fund Administration Manager -      None
Sullivan (33)             Treasurer          2003. Serves at    Fund Accounting, Administration
                                             the discretion     and Controllership Services
                                             of the Board       since June 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 Controllership Services
                                                                (Fund Accounting Manager from
                                                                August 1999 to May 2002); and
                                                                Assistant Treasurer of all
                                                                Pioneer Funds since September
                                                                2003
</TABLE>

                                       30

<PAGE>

<TABLE>
<S>                       <C>                <C>                <C>                                <C>
Teri W. Anderholm         Chief Compliance   Since January      Chief Compliance Officer of        None
(47)                      Officer            2007. Serves at    Pioneer since December 2006 and
                                             the discretion     all of the Pioneer Funds since
                                             of the Board.      January 2007; Vice President and
                                                                Compliance Officer, MFS
                                                                Investment Management (August
                                                                2005 to December 2006);
                                                                Consultant, Fidelity Investments
                                                                (February 2005 to July 2005):
                                                                Independent Consultant (July
                                                                1997 to February 2005
</TABLE>

* Mr. Cogan is an Interested Trustee because he is an officer or director of the
fund's investment adviser 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 [ ] 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:

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), Thomas J. Perna,
Marguerite A. Piret and John Winthrop

Nominating

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

Valuation

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

Policy Administration

Mary K. Bush (Chair), Thomas J. Perna and John Winthrop

During the most recent fiscal year, the Audit, Independent Trustees, Nominating,
Valuation, and Policy Administration Committees held [ ], [ ], [ ], [ ] and [ ]
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

                                       31

<PAGE>

      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 independent registered public accounting firm
      and the fund or Pioneer; to actively engage in a dialogue with the
      independent registered public accounting firm 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.

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 Agreement and Declaration of Trust provides that the Trust 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 Trust, unless it is determined in the manner specified in the
Agreement and 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 Trust or
the fund or that such indemnification would relieve any officer or Trustee of
any liability to the Trust or the fund or its shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of his or her
duties.

                                       32

<PAGE>

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.

See "Compensation of Officers and Trustees" in "Annual Fee, Expense and Other
Information."

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

Other Information

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, 2006, 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 2005 and 2006, none of the Independent Trustees,
nor any of their immediate family members, had any direct or indirect interest
(the value of which exceeded $120,000), 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 2005 and 2006, 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 $120,000 and to which any of the following were

                                       33

<PAGE>

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 2005 and 2006, 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, a former Independent Trustee, is
Senior Counsel to Sullivan & Cromwell and acts as counsel to the Independent
Trustees and the Independent Trustees of the other Pioneer Funds. The aggregate
compensation paid to Sullivan & Cromwell by the fund and the other Pioneer Funds
was approximately $[ ] and $[ ] in 2005 and 2006, respectively.

During the calendar years 2005 and 2006, 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 2004 and 2005, 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

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.

                                       34

<PAGE>

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.pioneerinvestments.com and on the SEC's website at
http://www.sec.gov. The fund's "Proxy Voting Policies and Procedures" are
attached as "Appendix B".

4. INVESTMENT ADVISER

The fund has 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,
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

                                       35

<PAGE>

(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 up to $7.5 billion, 0.575% on the next $2.5 billion and
0.550% on the excess over $10 billion. 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.

Expense Limit. Pioneer has contractually agreed until May 1, 2010 to limit
ordinary operating expenses to the extent required to reduce Class Z expenses to
0.85% of the fund's average daily net assets attributable to Class Z shares.
There can be no assurance that Pioneer will extend the expense limitation beyond
May 1, 2010.

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 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 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.

                                       36

<PAGE>

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.

                                       37

<PAGE>

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.

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.

                                       38

<PAGE>

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.

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.

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 are performed by Pioneer and pursuant to which Pioneer receives a fee
at the annual rate of 0.0225% of the fund's average

                                       39

<PAGE>

daily net assets. See Annual Fee, Expense and Other Information for fees the
fund paid to Pioneer for administration and related services.

Potential Conflicts 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 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

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

                                       40

<PAGE>

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.

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

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

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.

                                       41

<PAGE>

8. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

[ ], [address], 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, 2006. For purposes of the table, "Other Pooled
Investment Vehicles" may include investment partnerships, undertakings for
collective investments in transferable securities ("UCITS") and other non-U.S.
investment funds and group trusts, and "Other Accounts" may include separate
accounts for institutions or individuals, insurance company general or separate
accounts, pension funds and other similar institutional accounts but generally
do not include the portfolio manager's personal investment accounts or those
which the manager may be deemed to own beneficially under the code of ethics.
Certain funds and other accounts managed by the portfolio manager may have
substantially similar investment strategies.

<TABLE>
<CAPTION>
                                                           Number of
                                                           Accounts       Assets
                                                           Managed for    Managed for
                                                           which          which
                                                           Advisory Fee   Advisory Fee
Name of                         Number of                  is             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
                 Registered
                 Investment
                 Companies

                 Other Pooled
                 Investment
                 Vehicles

                 Other
                 Accounts
</TABLE>

                                       42

<PAGE>

<TABLE>
<CAPTION>
                                                           Number of
                                                           Accounts       Assets
                                                           Managed for    Managed for
                                                           which          which
                                                           Advisory Fee   Advisory Fee
Name of                         Number of                  is             is
Portfolio        Type of        Accounts    Total Assets   Performance-   Performance-
Manager          Account        Managed     Managed        Based          Based
--------------------------------------------------------------------------------------
<S>              <C>            <C>         <C>            <C>            <C>
Walter           Other
Hunnewell, Jr.   Registered
                 Investment
                 Companies

                 Other Pooled
                 Investment
                 Vehicles

                 Other
                 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. Generally, investments
            for which there is limited availability are allocated based upon a
            range of factors including available cash and consistency with the
            accounts' investment objectives and policies. This allocation
            methodology necessarily involves some subjective elements but is
            intended over time to treat each client in an equitable and fair
            manner. Generally, the investment opportunity is allocated among
            participating accounts on a pro rata basis. Although Pioneer
            believes that its practices are reasonably designed to treat each
            client in an equitable and fair manner, there may be instances where
            a fund may not participate, or may participate to a lesser degree
            than other clients, in the allocation of an investment opportunity.

      o     A portfolio manager could favor one account over another in the
            order in which trades for the accounts are placed. If a portfolio
            manager determines to purchase a security for more than one account
            in an aggregate amount that may influence the market price of the
            security, accounts that purchased or sold the security first may
            receive a more favorable price than accounts that made subsequent
            transactions. The less liquid the market for the security or the
            greater the percentage that the proposed aggregate purchases or
            sales represent of average daily trading volume, the greater the
            potential for accounts that make subsequent purchases or sales to
            receive a less favorable price. When a portfolio manager intends to
            trade the same security on the same day for more than one account,
            the trades

                                       43

<PAGE>

            typically are "bunched," which means that the trades for the
            individual accounts are aggregated and each account receives the
            same price. There are some types of accounts as to which bunching
            may not be possible for contractual reasons (such as directed
            brokerage arrangements). Circumstances may also arise where the
            trader believes that bunching the orders may not result in the best
            possible price. Where those accounts or circumstances are involved,
            Pioneer will place the order in a manner intended to result in as
            favorable a price as possible for such client.

      o     A portfolio manager could favor an account if the portfolio
            manager's compensation is tied to the performance of that account to
            a greater degree than other accounts managed by the portfolio
            manager. If, for example, the portfolio manager receives a bonus
            based upon the performance of certain accounts relative to a
            benchmark while other accounts are disregarded for this purpose, the
            portfolio manager will have a financial incentive to seek to have
            the accounts that determine the portfolio manager's bonus achieve
            the best possible performance to the possible detriment of other
            accounts. Similarly, if Pioneer receives a performance-based
            advisory fee, the portfolio manager may favor that account, whether
            or not the performance of that account directly determines the
            portfolio manager's compensation.

      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

                                       44

<PAGE>

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
            accounts, which include the fund, are ranked against a group of
            mutual funds with similar investment objectives and investment focus
            (60%) and a broad-based securities market index measuring the
            performance of the same type of securities in which the accounts
            invest (40%), which, in the case of the fund, is the Standard &
            Poor's 500 Index. As a result of these two benchmarks, the
            performance of the portfolio manager for compensation purposes is
            measured against the criteria that are relevant to the portfolio
            manager's competitive universe.

      o     Qualitative Performance. The qualitative performance component with
            respect to all of the accounts managed by the portfolio manager
            includes objectives, such as effectiveness in the areas of teamwork,
            leadership, communications and marketing, that are mutually
            established and evaluated by each portfolio manager and management.

      o     Pioneer Results and Business Line Results. Pioneer's financial
            performance, as well as the investment performance of its investment
            management group, affect a portfolio manager's actual bonus by a
            leverage factor of plus or minus (+/-) a predetermined percentage.

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 three years.

Share Ownership by Portfolio Managers. The following table indicates as of
December 31, 2006 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

Walter Hunnewell, Jr.

*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

                                       45

<PAGE>

10. PORTFOLIO TRANSACTIONS

All orders for the purchase or sale of portfolio securities are placed on behalf
of the fund by Pioneer pursuant to authority contained in the fund's management
contract. Pioneer seeks to obtain 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 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 fund may participate in third-party brokerage and/or expense offset
arrangements to reduce the fund's total operating expenses. Pursuant to
third-party brokerage arrangements, the fund may incur lower expenses by
directing brokerage to third-party broker-dealers which have agreed to use part
of their commission to pay the fund's fees to service providers unaffiliated
with Pioneer or other expenses. Since the commissions paid to the third party
brokers reflect a commission cost that the fund would generally expect to incur
on its brokerage transactions but not necessarily the lowest possible
commission, this arrangement is intended to reduce the fund's operating expenses
without increasing the cost of its brokerage commissions. Since use of such
directed brokerage is subject to the requirement to achieve best execution in
connection with the fund's brokerage

                                       46

<PAGE>

transactions, there can be no assurance that such arrangements will be utilized.
Pursuant to expense offset arrangements, the fund may incur lower transfer
agency expenses due to interest earned on cash held with the transfer agent. See
"Financial highlights" in the prospectus.

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

11. DESCRIPTION OF SHARES

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

The Agreement and Declaration of Trust, dated as of April 26, 1996 (the
"Declaration of Trust"), 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 of
Trust 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 the following classes of shares of the fund,
designated as Class A shares, Class B shares, Class C shares, Class R shares,
Class Y shares and Class Z shares. Each share of a class
of the fund represents an equal proportionate interest in the assets of the fund
allocable to that class. Upon liquidation of the fund, shareholders of each
class of the fund are entitled to share pro rata in the fund's net assets
allocable to such class available for distribution to shareholders. The Trust
reserves the right to create and issue additional series or classes of shares,
in which case the shares of each class of a series would participate equally in
the earnings, dividends and assets allocable to that class of the particular
series.

The shares of each class represent an interest in the same portfolio of
investments of the fund. Each class has 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.

                                       47

<PAGE>

The shares of each series of the Trust 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 of Trust without the affirmative
vote of a majority of the Trust'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 then outstanding of the
fund converted to Class A shares of the fund on December 10, 2006.

As a Delaware statutory trust, the fund's operations are governed by the
Declaration of Trust. A copy of the Trust's Certificate of Trust dated April 26,
1996 as amended, is on file with the office of the Secretary of State of
Delaware. 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 of
Trust expressly provides that the Trust is organized under the Delaware Act and
that the Declaration of Trust is to be governed by Delaware law. There is
nevertheless a possibility that a Delaware statutory trust, such as the Trust,
might become a party to an action in another state whose courts refused to apply
Delaware law, in which case the Trust's shareholders could become subject to
personal liability.

To guard against this risk, the Declaration of Trust (i) contains an express
disclaimer of shareholder liability for acts or obligations of the Trust and
provides that notice of such disclaimer may be given in each agreement,
obligation or instrument entered into or executed by the Trust 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
Trust and (iii) provides that the Trust shall, upon request, assume the defense
of any claim made against any shareholder for any act or obligation of the Trust
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 limitation of liability was in effect; and (3) the
Trust itself would be unable to meet its obligations. In light of Delaware law,
the nature of the Trust'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 of Trust
provides that a shareholder of the fund may bring a derivative action on behalf
of the Trust 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 Trust, 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 of Trust further provides that the Trust shall indemnify each of
its Trustees and officers against liabilities and expenses reasonably incurred
by them in connection with, or

                                       48

<PAGE>

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 Trust. The Declaration of Trust does not
authorize the Trust 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 of Trust 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 Trust or other investment companies for which
Pioneer acts as investment adviser.

Pursuant to Section 2 of Article VIII of the Declaration of Trust, the Trustees
shall have the power, as frequently as they may determine, to cause each
shareholder, or each shareholder of a particular series, to pay directly, in
advance or arrears, for charges of the Trust's custodian, transfer, shareholder
servicing or similar agent, an amount fixed from time to time by the Trustees,
by setting off such charges due from such shareholder from declared but unpaid
dividends owed such shareholder and/or by reducing the number of shares in the
account of such shareholder by that number of full and/or fractional shares
which represents the outstanding amount of such charges due from such
shareholder.

12.   SALES CHARGES

The fund continuously offers the class of shares designated as Class Z as
described in the prospectus. The fund offers its shares at a reduced sales
charge to investors who meet certain criteria that permit the fund's shares to
be sold with low distribution costs. These criteria are described below or in
the prospectus.

Class Z Shares

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

Class Z shares are intended for purchase through certain mutual fund "wrap"
programs and similar programs sponsored by qualified intermediaries, such as
broker-dealers, investment advisers and retirement plan administrators, such as
fee-based advisory programs and retirement plan programs. The intermediary
sponsoring the program has entered into an agreement with Pioneer to offer Class
Z shares through its program, with the use of Class Z shares based on the
structure and requirements of the particular program.

Intermediaries sponsoring wrap programs generally provide investors
participating in the program with additional services, including advisory, asset
allocation, recordkeeping or other services, and may charge separate fees for
these services. The fund's expenses and investment performance do not reflect
any fees charged by the programs.

The intermediaries sponsoring or participating in these mutual fund programs may
offer their clients other classes of shares of the fund and investors may
receive different levels of services or pay different fees depending upon the
class of shares included in the program. Investors should consider carefully any
separate transaction and other fees charged by these programs in connection with
investing in Class Z shares through these programs.

                                       49

<PAGE>

Additional Payments to Financial Intermediaries

The financial intermediaries through which shares are purchased may receive all
or a portion of any applicable sales charges and Rule 12b-1 fees. In addition to
those payments, Pioneer or one or more of its affiliates (collectively, "Pioneer
Affiliates") may make additional payments to financial intermediaries in
connection with the promotion and sale of shares of Pioneer funds. Pioneer
Affiliates make these payments from their own resources, which include resources
that derive from compensation for providing services to the Pioneer funds. These
additional payments are described below. The categories described below are not
mutually exclusive. The same financial intermediary may receive payments under
more than one or all categories. Many financial intermediaries that sell shares
of Pioneer funds receive one or more types of these payments. The financial
intermediary typically initiates requests for additional compensation. Pioneer
negotiates these arrangements individually with financial intermediaries and the
amount of payments and the specific arrangements may differ significantly. A
financial intermediary also may receive different levels of compensation with
respect to sales or assets attributable to different types of clients of the
same intermediary or different Pioneer funds. Where services are provided, the
costs of providing the services and the overall array of services provided may
vary from one financial intermediary to another. Pioneer Affiliates do not make
an independent assessment of the cost of providing such services. While the
financial intermediaries may request additional compensation from Pioneer to
offset costs incurred by the financial intermediary in servicing its clients,
the financial intermediary may earn a profit on these payments, since the amount
of the payment may exceed the financial intermediary's costs. In this context,
"financial intermediary" includes any broker, dealer, bank (including bank trust
departments), insurance company, transfer agent, registered investment adviser,
financial planner, retirement plan administrator and any other financial
intermediary having a selling, administrative and shareholder servicing or
similar agreement with a Pioneer Affiliate.

A financial intermediary's receipt of additional compensation may create
conflicts of interest between the financial intermediary and its clients. Each
type of payment discussed below may provide your financial intermediary with an
economic incentive to actively promote the Pioneer funds over other mutual funds
or cooperate with the distributor's promotional efforts. The receipt of
additional compensation for Pioneer Affiliates may be an important consideration
in a financial intermediary's willingness to support the sale of the Pioneer
funds through the financial intermediary's distribution system. Pioneer
Affiliates are motivated to make the payments described above since they promote
the sale of Pioneer fund shares and the retention of those investments by
clients of financial intermediaries. In certain cases these payments could be
significant to the financial intermediary. The financial intermediary may charge
additional fees or commissions other than those disclosed in the prospectus.
Financial intermediaries may categorize and disclose these arrangements
differently than Pioneer Affiliates do. To the extent financial intermediaries
sell more shares of the funds or retain shares of the funds in their clients'
accounts, Pioneer Affiliates benefit from the incremental management and other
fees paid to Pioneer Affiliates by the funds with respect to those assets.

Revenue Sharing Payments. Pioneer Affiliates make revenue sharing payments as
incentives to certain financial intermediaries to promote and sell shares of
Pioneer funds. The benefits Pioneer Affiliates receive when they make these
payments include, among other things, entry into or increased visibility in the
financial intermediary's sales system, participation by the intermediary in the
distributor's marketing efforts (such as helping facilitate or providing
financial assistance for conferences, seminars or other programs at which
Pioneer personnel may make presentations on the funds to the intermediary's
sales force), placement on the financial intermediary's preferred fund list, and
access (in some cases, on a preferential basis over other competitors) to
individual members of the financial intermediary's sales force or management.
Revenue sharing payments are sometimes referred to as "shelf space" payments
because the payments compensate

                                       50

<PAGE>

the financial intermediary for including Pioneer funds in its fund sales system
(on its "shelf space"). Pioneer Affiliates compensate financial intermediaries
differently depending typically on the level and/or type of considerations
provided by the financial intermediary.

The revenue sharing payments Pioneer Affiliates make may be calculated on sales
of shares of Pioneer funds ("Sales-Based Payments"); although there is no policy
limiting the amount of Sales-Based Payments any one financial intermediary may
receive, the total amount of such payments normally do not exceed 0.25% per
annum of those assets. Such payments also may be calculated on the average daily
net assets of the applicable Pioneer funds attributable to that particular
financial intermediary ("Asset-Based Payments"); although there is no policy
limiting the amount of Asset-Based Payments any one financial intermediary may
receive, the total amount of such payments normally do not exceed 0.15% per
annum of those assets. Sales-Based Payments primarily create incentives to make
new sales of shares of Pioneer funds and Asset-Based Payments primarily create
incentives to retain previously sold shares of Pioneer funds in investor
accounts. Pioneer Affiliates may pay a financial intermediary either or both
Sales-Based Payments and Asset-Based Payments.

Administrative and Processing Support Payments. Pioneer Affiliates also may make
payments to certain financial intermediaries that sell Pioneer fund shares for
certain administrative services, including record keeping and sub-accounting
shareholder accounts, to the extent that the funds do not pay for these costs
directly. Pioneer Affiliates also may make payments to certain financial
intermediaries that sell Pioneer fund shares in connection with client account
maintenance support, statement preparation and transaction processing. The types
of payments that Pioneer Affiliates may make under this category include, among
others, payment of ticket charges per purchase or exchange order placed by a
financial intermediary, payment of networking fees in connection with certain
mutual fund trading systems, or one-time payments for ancillary services such as
setting up funds on a financial intermediary's mutual fund trading system.

Other Payments. From time to time, Pioneer Affiliates, at their expense, may
provide additional compensation to financial intermediaries which sell or
arrange for the sale of shares of the Pioneer funds. Such compensation provided
by Pioneer Affiliates may include financial assistance to financial
intermediaries that enable Pioneer Affiliates to participate in and/or present
at conferences or seminars, sales or training programs for invited registered
representatives and other employees, client entertainment, client and investor
events, and other financial intermediary-sponsored events, and travel expenses,
including lodging incurred by registered representatives and other employees in
connection with client prospecting, retention and due diligence trips. Other
compensation may be offered to the extent not prohibited by federal or state
laws or any self-regulatory agency, such as the NASD. Pioneer Affiliates make
payments for entertainment events they deem appropriate, subject to Pioneer
Affiliates' guidelines and applicable law. These payments may vary depending
upon the nature of the event or the relationship.

As of January 1, 2007, Pioneer anticipates that the following broker-dealers or
their affiliates will receive additional payments as described in the fund's
prospectuses and statement of additional information:

A.G. Edwards & Sons Inc.
ADP Clearing & Outsourcing Services
AIG VALIC
Ameriprise Financial Services, Inc.

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<PAGE>

AmSouth Investment Services, Inc.
AXA Advisors, LLC
Bear, Stearns & Co. Inc.
Charles Schwab & Co., Inc.
Chevy Chase Securities, Inc.
Citigroup Global Markets Inc.
Citistreet Equities LLC
Commonwealth Financial Network
D.A. Davidson & Co.
Delaware Distributors, L.P.
Edward D. Jones & Co., L.P.
Eisner Retirement Solutions LLC
Ferris, Baker Watts Inc.
Fidelity Brokerage Services LLC
First Clearing, LLC
First Command Financial Planning, Inc.
H&R Block Financial Advisors, Inc.
Hewitt Financial Services LLC
ING
J.J.B. Hilliard, W.L Lyons, Inc.
Janney Montgomery Scott LLC
Jefferson National Securities Corporation
Legend Equities Corporation
Lincoln Investment Planning, Inc.
Linsco/Private Ledger Corp.
McDonald Investments Inc.
Merrill Lynch & Co., Inc.
Mesirow Financial, Inc.
MetLife Securities Inc.
Morgan Stanley DW Inc.
Mutual of Omaha Investor Services, Inc.
Mutual Services Corporation
N.I.S. Financial Services, Inc.
National Financial Services LLC
National Investor Services Corp.
Nationwide Securities, Inc.
OneAmerica Securities, Inc.
Oppenheimer & Co., Inc.
Pershing LLC
PFS Investments Inc
Prudential Financial
Primevest Financial Services, Inc.
Raymond James Financial Services, Inc.
RBC Dain Rauscher Inc.
Reliance Securities, LLC
Robert W. Baird & Co., Inc.
Scott and Stringfellow, Inc.
Scottrade, Inc.
Securities America, Inc.
Southwest Securities, Inc.
Sterne Agee & Leach, Inc.

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<PAGE>

Stifel Nicholas & Company, Inc.
Symetra Investment Services, Inc.
UnionBanc Investment Services LLC
UBS Financial Services Inc.
Wachovia Securities
Wells Fargo Investments, LLC

Please contact your financial intermediary for details about any payments it
receives from Pioneer Affiliates or the funds, as well as about fees and/or
commissions it charges.

13. REDEEMING SHARES

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

14. TELEPHONE AND ONLINE TRANSACTIONS

You may purchase, exchange or sell Class A, Class B, Class C or Class Z shares
by telephone or online. Class R and Class Y shares may not be purchased by
telephone, and Class R and Class Y shareowners are not eligible for online
transaction privileges. See the prospectus for more information. For personal
assistance, call 1-800-225-6292 between 8:00 a.m. and 7:00 p.m. (Class Y account
holders should contact Pioneer's Group Plans Department at 1-800-665-8839
between 9:00 a.m. and 5:30 p.m.) Eastern time on weekdays. Computer-assisted
telephone transactions may be available to shareholders who have prerecorded
certain bank information (see "FactFone(SM)"). You are strongly urged to consult
with your investment professional prior to requesting any telephone or online
transaction.

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

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

To establish online transaction privileges:

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<PAGE>

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 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 New York Stock 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. Certain
FactFone(SM) features are not currently available for Investor Class
shareholders. Computer-assisted Class Y share telephone purchases, exchanges and
redemptions and certain other FactFone(SM) features for Class Y shareholders are
not currently available through FactFone(SM). You are strongly urged to consult
with your investment professional prior to requesting any telephone transaction.
Shareholders whose accounts are registered in the name of a broker-dealer or
other third party may not be able to use FactFone(SM). Call PIMSS for
assistance.

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

      o     net asset value prices for all Pioneer mutual funds;

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

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

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

Yields are calculated in accordance with SEC mandated standard formulas.

All performance numbers communicated through FactFone(SM) represent past
performance, and figures include the maximum applicable sales charge. A
shareholder's actual yield and total

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<PAGE>

return will vary with changing market conditions. The value of each class of
shares (except for Pioneer Cash Reserves Fund, Pioneer Institutional Money
Market Fund, Pioneer Tax Free Money Market Fund and Pioneer Treasury Reserves
Fund, which each seek to maintain a stable $1.00 share price) will also vary,
and such shares may be worth more or less at redemption than their original
cost.

15. PRICING OF SHARES

The net asset value per share of each class of the fund is determined as of the
close of regular trading on the Exchange (normally 4:00 p.m. Eastern time) on
each day on which the Exchange is open for trading. As of the date of this
statement of additional information, the Exchange is open for trading every
weekday except for the days the following holidays are observed: New Year's Day,
Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The net asset
value per share of each class of the fund is also determined on any other day on
which the level of trading in its portfolio securities is sufficiently high that
the current net asset value per share might be materially affected by changes in
the value of its portfolio securities. The fund is not required to determine its
net asset value per share on any day on which no purchase orders in good order
for fund shares are received and no shares are tendered and accepted for
redemption.

The fund generally values its portfolio securities using closing market prices
or readily available market quotations. 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. When
closing market prices or market quotations are not available or are considered
by Pioneer to be unreliable, the fund uses a security's fair value. Fair value
is the valuation of a security determined 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 the closing market price on the primary exchange
where the security is traded no longer accurately reflects the value of the
security due to factors affecting one or more relevant securities markets or the
specific issuer. 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. 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. In connection with making fair value determinations of the value of fixed
income securities, the fund's Trustees may use a pricing matrix. Debt securities
with remaining maturities of 60 days or less are valued at amortized cost, which
is a method of determining a security's fair value.

The net asset value per share of each class of the fund is computed by taking
the value of all of the fund's assets attributable to a class, less the fund's
liabilities attributable to that class, and dividing the result by the number of
outstanding shares of that class. For purposes of determining net asset value,
expenses of the classes of the fund are accrued daily and taken into account.
The

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<PAGE>

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 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).

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 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,

                                       56

<PAGE>

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.

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

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<PAGE>

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 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

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<PAGE>

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.

Losses on redemptions or other dispositions of shares may be disallowed under
"wash sale" rules in the event of other investments in the fund (including those
made pursuant to reinvestment of dividends and/or capital gain distributions)
within a period of 61 days beginning 30 days before and ending 30 days after a
redemption or other disposition of shares. In such a case, the disallowed
portion of any loss generally would be included in the U.S. federal tax basis of
the shares acquired in the other investments.

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

                                       59

<PAGE>

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 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

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<PAGE>

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 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.

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<PAGE>

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

[Incorporation by reference]

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.

19. ANNUAL FEE, EXPENSE AND OTHER INFORMATION

Portfolio Turnover

The fund's annual portfolio turnover rate for the fiscal years ended December
31,

2006                                    2005

--------------------------------------------------------------------------------

Share Ownership

As of [ ], 2007, 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 the fund's Class Z shares as of March 31,
2007:

                                                                 % of
Record Holder            Share Class      Number of Shares       Class
--------------------------------------------------------------------------------
                         Class Z

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, 2006.
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,
2006. The share value of any open-end Pioneer Fund is based on the net asset
value of the class of shares on December 31, 2006. The dollar ranges in this
table are in accordance with SEC requirements.

                                       62

<PAGE>

                                              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
--------------------------------------------------------------------------------
Interested Trustees

John F. Cogan, Jr.

Independent Trustees

David R. Bock
Mary K. Bush
Margaret B.W. Graham
Thomas J. Perna*
Marguerite A. Piret
John Winthrop

Compensation of Officers and Trustees

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

                                          Pension or
                                          Retirement        Total Compensation
                       Aggregate          Benefits Accrued  from the Fund and
                       Compensation from  as Part of Fund   Other Pioneer
Name of Trustee        Fund**             Expenses          Funds***
--------------------------------------------------------------------------------
Interested Trustees:

John F. Cogan, Jr.*

Independent Trustees:

David R. Bock
Mary K. Bush
Margaret B.W. Graham
Thomas J. Perna++
Marguerite A. Piret
John Winthrop
Total

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

**    For the fiscal year ended December 31, 2006.

***   For the calendar year ended December 31, 2006. There are 86 U.S.
      registered investment portfolios in the Pioneer Family of Funds.

++    Mr. Perna became a Trustee of the fund on February 7, 2006.

Approximate Management Fees the Fund Paid or Owed Pioneer

The following table shows the dollar amount of gross investment management fees
incurred by the fund, along with the net amount of fees that were paid after
applicable fee waivers or expense reimbursements, if any. The data is for the
past three fiscal years or shorter period if the fund has been in operation for
a shorter period.

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<PAGE>

For the Fiscal Years Ended December 31,

--------------------------------------------------------------------------------
                   2006                 2005                2004
--------------------------------------------------------------------------------
Gross Fee
Incurred

Net Fee Paid

Fees the Fund Paid to Pioneer under the Administration Agreement

For the Fiscal Years Ended
December 31,

2006                           2005                          2004
--------------------------------------------------------------------------------

Capital Loss Carryforwards as of December 31, 2006

At December 31, 2006, the fund had the following net capital loss carryforward:

$0

Commissions

For the fiscal years ended December 31

                           2006              2005               2004
--------------------------------------------------------------------------------

Approximate
Brokerage
Commissions
(Portfolio
Transactions)

Fund Performance

Average Annual Total Returns as of December 31, 2006

The table reflects sales charges applicable to the class.

Since Class Z shares have not yet commenced operations and do not have a
performance record, the annual return and average annual total return
information shown is the net asset value performance of the fund's Class A
shares, which has not been restated to reflect differences in expenses,
including Rule 12b-1 fees applicable to Class A shares.

Since assets attributable to Class Z shares will be invested in the same
portfolio of securities, the performance of Class Z shares would be
substantially similar to that of Class A shares, and would differ only to the
extent that the classes have different expenses.


                                  Average Annual Total Return (%)
--------------------------------------------------------------------------------

                           One                     Ten       Since   Inception
Class of Shares           Year   Five Years      Years   Inception        Date#
--------------------------------------------------------------------------------
Class Z Shares                                                        2/13/28

Return before taxes

Return after taxes on
distributions

Return after taxes on
distributions
and sale of shares

# Inception date of the fund's Class A shares. Class Z shares commenced
operations on May 1, 2007.

                                       64

<PAGE>


20. APPENDIX A - DESCRIPTION OF SHORT-TERM DEBT, CORPORATE BOND AND PREFERRED
STOCK RATINGS(1)

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.

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

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<PAGE>

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
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.

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<PAGE>

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.

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

                                       67

<PAGE>

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.

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.

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<PAGE>

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.

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.

                                       69

<PAGE>

21.                                Appendix B

                     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

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<PAGE>

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

Proxy Coordinator

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 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:

                                       71

<PAGE>

      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 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:

                                       72
<PAGE>

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

      o     Retains a record of the vote cast;

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

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

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

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

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

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

Pioneer shall maintain the above records in the client's file 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

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                              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 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.

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.

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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.

      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.

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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.

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:

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      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.

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.

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      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.

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.

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      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.

                  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.

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

      We will vote against:

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

      o     Elimination of stock option plans.

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

      o     Limits on executive and director pay.

      o     Stock in lieu of cash compensation for directors.

Corporate Governance

Pioneer will vote for:

      o     Confidential Voting.

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

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

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

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

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

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

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

We will vote against:

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

      o     Limitations on stock ownership or voting rights.

      o     Reduction in share ownership disclosure guidelines.

Mergers and Restructurings

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

      o     Mergers and acquisitions.

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

      o     Debt restructurings.

      o     Conversion of securities.

      o     Issuance of shares to facilitate a merger.

      o     Private placements, warrants, convertible debentures.

      o     Proposals requiring management to inform shareholders of merger
            opportunities.

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

Mutual Funds

Many of our portfolios may invest in shares of closed-end 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.

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

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      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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                           PART C - OTHER INFORMATION

Item 23.  Exhibits
Amended Form N-1A
Exhibit Reference
       (a)(1)      Agreement and Declaration of Trust.(2)
       (a)(2)      Certificate of Trust.(2)
       (a)(3)      Restated Class Designation.(3)
       (a)(4)      Establishment and Designation of Class R Shares.(7)
       (a)(5)      Form of Establishment and Designation of Class Z shares (13)
       (a)(6)      Amendment to Agreement and Declaration of Trust to
                   establish Investor Class shares.(9)
       (b)         Amended and Restated By-Laws.(13)
       (c)         None.
       (d)         Amended Management Contract between the Fund and Pioneer
                   Investment Management, Inc.(12)
       (e)(1)      Underwriting Agreement between the Fund and Pioneer Funds
                   Distributor, Inc.(6)
       (e)(2)      Dealer Sales Agreement.(13)
       (e)(3)      Form of Expense Limitation Agreement for Class Z Shares (13)
       (f)         None.
       (g)(1)      Custodian Agreement between the Fund and Brown Brothers
                   Harriman & Co.(12)
       (g)(2)      Amended Appendix A to Custodian Agreeement (13)
       (h)(1)      Investment Company Service Agreement between the Fund
                   and Pioneer Investment Management Shareholder Services,
                   Inc.(12)
       (h)(2)      Amended Exhibit A to Investment Company Service
                   Agreement (13)
       (h)(3)      Form of Agreement and Plan of Reorganization of
                   the Fund.(1)
       (h)(4)      Agreement and Plan of Reorganization between the Fund and
                   Safeco Core Equity Fund.(9)
       (h)(5)      Agreement and Plan of Reorganization between the Fund and
                   AmSouth Enhanced Market Fund.(11)
       (h)(6)      Administration Agreement between the Fund and
                   Pioneer Investment Management, Inc.(13)
       (h)(7)      Amended Exhibit No. 1 to Administration Agreement(13)
       (h)(8)      Class Y Services Agreement between Pioneer Investment
                   Management, Inc. and AmSouth Bank (11)
       (i)(1)      Opinion of Counsel.(4)
       (i)(2)      Opinion of Counsel with respect to Investor Class
                   Shares.(8)
       (i)(3)      Opinion of Counsel as to Tax Matters and Consent with
                   Respect to the Reorganization of Safeco Core Equity Fund
                   into the Fund.(9)
       (i)(4)      Opinion of Counsel as to Tax Matters and Consent
                   with Respect to the Reorganization of AmSouth Enhanced
                   Market Fund into the Fund.(11)
       (j)         Consent of Independent Registered Public Accounting
                   Firm.(*)
       (k)         None.
       (l)         None.
       (m)(1)      Class A Distribution Plan.(5)
       (m)(2)      Class B Distribution Plan.(6)
       (m)(3)      Class C Distribution Plan.(2)
       (m)(4)      Class R Distribution Plan.(7)
       (m)(5)      Class R Service Plan.(7)
       (n)         Form of Multiple Class Plan pursuant to Rule 18f-3.(13)
       (o)(1)      Code of Ethics - Pioneer Investment Management.(9)
       (o)(2)      Code of Ethics - Pioneer Funds. (9)
       (o)(3)      Code of Ethics - Pioneer Funds Distributor, Inc.(9)
       N/A         Powers of Attorney.(9)
       N/A(2)      Powers of Attorney (Thomas J. Perna) (12)
------------------------

(1) Previously filed. Incorporated herein by reference from the exhibit
filed with Post-Effective Amendment No. 61 to the Registration Statement as
filed with the SEC on February 29, 1996 (Accession No. 0000078713-96-000006).

(2) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 62 to the Fund's Registration Statement
(File No. 2-25980) as filed with the Securities and Exchange Commission (the
"SEC") on April 30, 1996 (Accession No. 0000078713-96-000012).

(3) Previously filed. Incorporated herein by reference from the exhibit
filed with Post-Effective Amendment No. 67 to the Registration Statement as
filed with the SEC on February 18, 1999 (Accession No. 0001016964-99-000037).

(4) Previously filed. Incorporated herein by reference from the exhibit
filed with Post-Effective Amendment No. 68 to the Registration Statement as
filed with the SEC on April 29, 1999 (Accession No. 0001016964-99-000085).

(5) Previously filed. Incorporated herein by reference from the exhibits
filed with Post-Effective Amendment No. 70 to the Registration Statement as
filed with the SEC on April 30, 2001 (Accession No. 0001016964-01-500009).

(6) Previously filed. Incorporated herein by reference from the exhibits
filed with Post-Effective Amendment No. 72 to the Registration Statement as
filed with the SEC on April 30, 2002 (Accession No. 0001016964-02-000101).

(7) Previously filed. Incorporated herein by reference from the exhibits
filed with Post-Effective Amendment No. 73 to the Registration Statement as
filed with the SEC on February 11, 2003 (Accession No. 0001016964-03-000038).

(8) Previously filed. Incorporated herein by reference from the exhibits filed
with Pre-Effective Amendment No. 1 to the Registration Statement on Form N-14
(File No. 333-118447) as filed with the SEC on October 26, 2004 (Accession No.
0001145443-04-001624)

(9) Previously filed. Incorporated herein by reference from the exhibits
filed with Post-Effective Amendment No. 78 to the Registration Statement on
Form N-1A as filed with the SEC on April 29, 2005 (Accession No.
0001016964-05-000165).

(10) Previously filed. Incorporated herein by reference from the exhibits filed
with the Registration Statement on Form N-14 (File No. 333-126368) as filed
with the SEC on July 5, 2005 (Accession No. 0001145443-05-001509)

(11) Previously filed. Incorporated herein by reference from the exhibits filed
with Pre-Effective Amendment No. 1 to the Registration Statement on Form N-14
(File No. 333-126368) as filed with the SEC on September 27, 2005 (Accession No.
0001145443-05-002275)

(12) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 79 to the Registration Statement on Form N-1A
as filed with the SEC on April 28, 2006 (Accession No.0000831120-06-000022)

(13) Filed herewith.

(*) To be filed by amendment.

Item 24.  Persons Controlled by or Under Common Control with the Fund

     None.

Item 25.  Indemnification

         Except for the Agreement and Declaration of Trust, dated April 26, 1996
and as amended from time to time (the "Declaration"), establishing the Fund as
a statutory trust under Delaware law, there is no contract, arrangement or
statute under which any Trustee, officer, underwriter or affiliated person of
the Fund is insured or indemnified. The Declaration provides that every person
who is, or has been, a Trustee or an officer, employee or agent of the Fund
shall be indemnified by the Fund or the appropriate Fund series to the fullest
extent permitted by law against liability and against all expenses reasonably
incurred or paid by him in connection with any claim, action, suit or proceeding
in which he becomes involved as a party or otherwise by virtue of his being or
having been a Trustee, officer, employee or agent and against amounts paid or
incurred by him in the settlement thereof.

         Insofar as indemnification for liability arising under the Securities
Act of 1933, as amended (the "1933 Act"), may be available to Trustees, officers
and controlling persons of the Fund pursuant to the foregoing provisions, or
otherwise, the Fund has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Fund of expenses incurred or
paid by a Trustee, officer or controlling person of the Fund in the successful
defense of any action, suit or proceeding) is asserted by such Trustee, officer
or controlling person in connection with the securities being registered, the
Fund will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.

Item 26.  Business and Other Connections of Investment Adviser

     Pioneer Investment Management, Inc. ("Pioneer Investments") is a registered
investment adviser under the Investment Advisers Act of 1940, as amended, and is
an indirect, wholly owned subsidiary of UniCredito Italiano S.p.A.
("UniCredito"). Pioneer Investments manages investment companies, pension
and profit sharing plans, trusts, estates or charitable organizations and other
corporations or business entities.

     To the knowledge of the Fund, none of Pioneer Investments' directors
or executive officers is or has been during their employment with Pioneer
Investments engaged in any other business, profession, vocation or employment
of a substantial nature for the past two fiscal years, except as noted below.
Certain directors and officers, however, may hold or may have held various
positions with, and engage or have engaged in business for, the investment
companies that Pioneer Investments manages and/or other UniCredito subsidiaries.

                              OTHER BUSINESS, PROFESSION, VOCATION OR
                              EMPLOYMENT OF SUBSTANTIAL NATURE WITHIN LAST TWO
NAME OF DIRECTOR/OFFICER      FISCAL YEARS

John F. Cogan, Jr.            Of Counsel, Wilmer Cutler Pickering Hale and Dorr
                              LLP 60 State Street, Boston, Massachusetts 02109

Item 27.  Principal Underwriters

         (a)      Pioneer Funds Distributor, Inc. acts as principal underwriter
                  for the following investment companies.

Pioneer America Income Trust
Pioneer Balanced Fund
Pioneer Bond Fund
Pioneer Emerging Growth Fund
Pioneer Emerging Markets Fund
Pioneer Equity Income Fund
Pioneer Equity Opportunity Fund
Pioneer Europe Select Fund
Pioneer Europe Select Equity Fund
Pioneer Fund
Pioneer Fundamental Growth Fund
Pioneer Global High Yield Fund
Pioneer Growth Shares
Pioneer High Yield Fund
Pioneer Ibbotson Asset Allocation Series
Pioneer Independence Fund
Pioneer International Equity Fund
Pioneer International Value Fund
Pioneer Mid Cap Growth Fund
Pioneer Mid Cap Value Fund
Pioneer Money Market Trust
Pioneer Protected Principal Trust
Pioneer Real Estate Shares
Pioneer Research Fund
Pioneer Select Equity Fund
Pioneer Select Value Fund
Pioneer Series Trust I
Pioneer Series Trust II
Pioneer Series Trust III
Pioneer Series Trust IV
Pioneer Series Trust V
Pioneer Series Trust VI
Pioneer Short Term Income Fund
Pioneer Small Cap Value Fund
Pioneer Small Company Fund
Pioneer Strategic Income Fund
Pioneer Tax Free Income Fund
Pioneer Value Fund
Pioneer Variable Contracts Trust


         (b)      Directors and executive officers of Pioneer Funds
                  Distributor, Inc.:

                        POSITIONS AND OFFICES WITH   POSITIONS AND OFFICES WITH
       NAME            UNDERWRITER                  FUND

Kevin A. Rowell        President and Director       None

Steven M. Graziano     Director and Executive
                       Vice President               None

Mark D. Goodwin        Executive Vice President     None

Julia Hoik             Senior Vice President        None

Natale Algiere         Senior Vice President        None

Michael B. Glenn       Senior Vice President        None

Richard L. Sardelli    Senior Vice President        None

John P. Davy           Senior Vice President        None

Alexander Sarafianos   Senior Vice President        None

Anthony J. Koenig      Treasurer                    None

Dorothy E. Bourassa    Senior Vice President
                       and Clerk                    Secretary

The principal business address of each of these individuals is 60 State Street,
Boston, Massachusetts 02109-1820.

         (c)      Not applicable.

Item 28.  Location of Accounts and Records

         The accounts and records are maintained at the Fund's office at 60
State Street, Boston, Massachusetts 02109; contact the Treasurer.

Item 29.  Management Services

     Not applicable.

Item 30.  Undertakings

     Not applicable.

<PAGE>


                                   SIGNATURES


     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment  Company Act of 1940,  the Trust has duly  caused  this  Registration
Statement to be signed on its behalf by the undersigned, duly authorized, in the
City  of  Boston  and The  Commonwealth  of  Massachusetts  on the  2nd day
of March, 2007.


                                             PIONEER FUND



                                        By:  /s/ John F. Cogan, Jr.
                                             John F. Cogan, Jr.
                                             President


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated:

Signature                      Title

/s/ John F. Cogan, Jr.         Chairman of the Board              )
John F. Cogan, Jr.             and President                      )
                               (Principal Executive               )
                               Officer)                           )
                                                                  )
                                                                  )
Vincent Nave*                  Chief Financial Officer            )
Vincent Nave                   and Treasurer (Principal           )
                               Financial and Accounting           )
                               Officer)                           )
                                                                  )
                                                                  )
Trustees:                                                         )
                                                                  )
                                                                  )
David R. Bock*                                                    )
David R. Bock                                                     )
                                                                  )
                                                                  )
Mary K. Bush*                                                     )
Mary K. Bush                                                      )
                                                                  )
                                                                  )
/s/ John F. Cogan, Jr.                                            )
John F. Cogan, Jr.                                                )
                                                                  )
                                                                  )
                                                                  )
Margaret B. W. Graham*                                            )
Margaret B. W. Graham                                             )
                                                                  )
                                                                  )
Thomas J. Perna*                                                  )
Thomas J. Perna                                                   )
                                                                  )
                                                                  )
Marguerite A. Piret*                                              )
Marguerite A. Piret                                               )
                                                                  )
                                                                  )
John Winthrop*                                                    )
John Winthrop                                                     )
                                                                  )
                                                                  )
*By:     /s/ John F. Cogan, Jr.               Dated: March 2, 2007)
         John F. Cogan, Jr.
         Attorney-in-Fact
<PAGE>


                                  Exhibit Index


       Exhibit
       Number         Document Title


       (a)(5)      Form of Establishment and Designation of Class Z shares
       (b)         Amended and Restated By-Laws
       (e)(2)      Dealer Sales Agreement
       (e)(3)      Form of Expense Limitation Agreement for Class Z Shares
       (g)(2)      Amended Appendix A to Custodian Agreeement
       (h)(2)      Amended Exhibit A to Investment Company Service
                   Agreement
       (h)(6)      Administration Agreement between the Fund and
                   Pioneer Investment Management, Inc.
       (h)(7)      Amended Exhibit No. 1 to Administration Agreement
       (n)         Form of Multiple Class Plan pursuant to Rule 18f-3