PROSPECTUS
                  TO BE USED IN THE FEDERAL REPUBLIC OF GERMANY
                         AND IN THE REPUBLIC OF AUSTRIA






                                  PIONEER FUND






    Investment Funds launched under the laws of the United States of America

                                   1 July 2005







                                 60 State Street
                                Boston, MA 02109
                                       USA

<PAGE>

                                    TRUSTEES
                               JOHN F. COGAN, JR.
                                 OSBERT M. HOOD
                                  DAVID R. BOCK
                                  MARY K. BUSH
                              MARGARET B.W. GRAHAM
                               MARGUERITE A. PIRET
                                 STEPHEN K. WEST
                                  JOHN WINTHROP

                                    CUSTODIAN
                          BROWN BROTHERS HARRIMAN & CO.
                                 40 Water Street
                              Boston, MA 02109, USA

                                     MANAGER
                       PIONEER INVESTMENT MANAGEMENT, INC.
                                 60 State Street
                              Boston, MA 02109, USA

                                MAIN DISTRIBUTOR
                         PIONEER FUNDS DISTRIBUTOR, INC.
                                 60 State Street
                              Boston, MA 02109, USA

                                 TRANSFER AGENT
            PIONEER INVESTMENT MANAGEMENT SHAREHOLDER SERVICES, INC.
                                 60 State Street
                              Boston, MA 02109, USA

               SHAREHOLDER SERVICING AGENT FOR GERMANY AND AUSTRIA
                PIONEER GLOBAL INVESTMENTS LIMITED, German branch
                              Hammerbrookstrasse 5
                             20097 Hamburg, Germany

                            PAYING AGENT IN GERMANY:
                       Citibank Privatkunden AG & Co. KGaA
                               Kasernenstrasse 10
                               D-40213 Dusseldorf

                   PAYING AGENT AND REPRESENTATIVE IN AUSTRIA
                          BANK AUSTRIA CREDITANSTALT AG
                                    Am Hof 2
                                  A-1010 Vienna

                REPRESENTATIVE IN THE FEDERAL REPUBLIC OF GERMANY
                                   ROLAND BAUM
                               Alte Rabenstrasse 2
                                  20148 Hamburg

                               PUBLIC ACCOUNTANTS
                                ERNST & YOUNG LLP
                              200 Clarendon Street
                              Boston, MA 02116, USA


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<TABLE>
<CAPTION>


                                TABLE OF CONTENTS



<S>                                                                                                                 <C>
PART A - GENERAL EXPLANATIONS........................................................................................6

INTRODUCTION.........................................................................................................6

   PIONEER INVESTMENT MANAGEMENT, INC................................................................................6

IMPORTANT INFORMATION................................................................................................6

SHAREHOLDER SERVICING AGENT FOR GERMANY AND AUSTRIA..................................................................7

INVESTMENT STYLE, INVESTMENT OBJECTIVES AND GENERAL RISKS OF THE FUND................................................7

   INVESTMENT STYLE OF THE FUND......................................................................................7

   INVESTMENT OBJECTIVES OF THE FUND.................................................................................7

   GENERAL RISKS OF INVESTING IN THE FUND............................................................................8

PERFORMANCE OF THE FUND..............................................................................................9

PURCHASE OF SHARES AND ACCOUNT-KEEPING...............................................................................9

   OFFERING PRICE....................................................................................................9

   GRADUATION OF SALES CHARGES......................................................................................10

   QUALIFICATION FOR REDUCED SALES CHARGES..........................................................................10

   CUMULATIVE QUANTITY DISCOUNT.....................................................................................10

   LETTER OF INTENT.................................................................................................10

   PURCHASE OF SHARES WITHOUT SALES CHARGE..........................................................................11

   PURCHASE BY CERTAIN PERSONS......................................................................................11

   REIMBURSEMENT OF SALES CHARGES TO DISTRIBUTION AGENTS............................................................11

   REINSTATEMENT PRIVILEGE..........................................................................................12

   MAKING A FIRST PURCHASE OF SHARES................................................................................12

   MAKING ADDITIONAL PURCHASES OF SHARES............................................................................12

   AUTOMATIC INVESTMENT PLAN........................................................................................12

   ACCOUNTS.........................................................................................................12

   JOINT ACCOUNT WITH JOINT POWER OF DISPOSAL.......................................................................13

   JOINT ACCOUNT WITH SINGLE RIGHT OF DISPOSAL......................................................................13

   CASE OF DEATH....................................................................................................13

   CLOSING OUT OF SMALL FUND ACCOUNTS...............................................................................13

   DUTY TO COOPERATE ON THE PART OF THE SHAREHOLDER.................................................................13

   IDENTITY VERIFICATION............................................................................................13

REDEMPTION OF SHARES................................................................................................13

   SUSPENDING THE REDEMPTION OF SHARES..............................................................................14

   CONTINGENT DEFERRED SALES CHARGES/REDEMPTION FEE.................................................................14

SYSTEMATIC WITHDRAWAL PLANS.........................................................................................14

                                                                               3
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EXCHANGE PRIVILEGE..................................................................................................15

AUTOMATIC EXCHANGE..................................................................................................15

DISTRIBUTION OPTIONS................................................................................................16

INVESTMENT OF DIVIDENDS IN ANOTHER FUND.............................................................................16

FAX REQUESTS........................................................................................................16

TELEPHONE REQUESTS..................................................................................................16

EXCESSIVE TRADING...................................................................................................16

PAYING AGENTS.......................................................................................................17

STOCKBROKERS........................................................................................................18

THE MANAGEMENT OF THE FUND..........................................................................................18

   BOARD OF TRUSTEES AND EXECUTIVE OFFICERS OF THE FUND.............................................................18

   BOARD COMMITTEES.................................................................................................23

   COMPENSATION OF OFFICERS AND TRUSTEES............................................................................24

   SALES LOADS......................................................................................................24

      Other Information.............................................................................................24

   CODE OF ETHICS...................................................................................................26

   THE MANAGER......................................................................................................26

PORTFOLIO MANAGEMENT................................................................................................38

MAIN DISTRIBUTOR....................................................................................................43

TRANSFER AGENT......................................................................................................43

CUSTODIAN...........................................................................................................43

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.......................................................................44

PORTFOLIO TRANSACTIONS..............................................................................................44

DISTRIBUTION SERVICE FEE............................................................................................44

COSTS FOR BUSINESS ACTIVITY OF THE FUND.............................................................................45

SHAREHOLDER EXPENSES................................................................................................45

PUBLICATIONS........................................................................................................46

DIVIDENDS, DISTRIBUTIONS AND TAXATION...............................................................................46

SUPERVISION.........................................................................................................47

JURISDICTION........................................................................................................47

RIGHT OF REVOCATION.................................................................................................47

REPRESENTATIVE IN THE FEDERAL REPUBLIC OF GERMANY...................................................................48

                                                                               4
<PAGE>

REPRESENTATIVE IN THE REPUBLIC OF AUSTRIA...........................................................................48

DESCRIPTION OF FUND SHARES..........................................................................................48

   LEGAL FORM AND RIGHT TO SHARES...................................................................................48

NET ASSET VALUE AND DETERMINATION OF OFFERING PRICES................................................................49

EXAMPLE OF COMPUTATION OF THE PUBLIC OFFERING PRICE.................................................................50

SELECTED DATA PER SHARE.............................................................................................50

PART B - FEATURES OF THE FUND (INVESTMENT OPERATIONS, INVESTMENT RESTRICTIONS, INVESTMENT RISKS)....................52

I. INVESTMENT RESTRICTIONS..........................................................................................52

II. INVESTMENT TRANSACTIONS AND INVESTMENT RISKS....................................................................54

   RESTRICTED MARKETABLE AND ILLIQUID SECURITIES....................................................................54

   DEBT SECURITIES SELECTION........................................................................................55

   RISKS OF NON-U.S. INVESTMENTS....................................................................................57

   INVESTMENTS IN DEPOSITARY RECEIPTS...............................................................................58

   EXCHANGE TRADED FUNDS............................................................................................59

   REPURCHASE AGREEMENTS............................................................................................59

   WHEN-ISSUED AND DELAYED DELIVERY SECURITIES......................................................................60

   PORTFOLIO TURNOVER...............................................................................................60

   MARKET SEGMENTS..................................................................................................60

   FOREIGN CURRENCY TRANSACTIONS....................................................................................61

   OPTIONS ON SECURITIES AND SECURITIES INDICES.....................................................................62

   FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS...............................................................64

   WARRANTS AND STOCK PURCHASE RIGHTS...............................................................................66

   PREFERRED SHARES.................................................................................................66

   LENDING OF PORTFOLIO SECURITIES..................................................................................66

PART C - CONTRACTUAL PROVISIONS.....................................................................................68
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This prospectus is intended for investors in the Federal Republic of Germany and
the Republic of Austria only. For interested shareholders resident in
Switzerland a separate prospectus is made available, which can be obtained
either from the Shareholder Servicing Agent Pioneer Global Investments Ltd.,
German branch, Postfach 105142, 20035 Hamburg or from Banque MeesPierson BGL
S.A. Zurich branch, Rennweg 57, Postfach, CH-8023 Zurich.

PART A - GENERAL EXPLANATIONS

INTRODUCTION

         This prospectus includes information on the Pioneer Fund (the
"Fund")launched under the laws of the United States of America.
         The Fund is supervised by independent Boards of Trustees, which have
transferred certain services such as investment management to companies of the
Pioneer group.
         Before investing, an investor should know the information contained in
this prospectus.Please read the following pages carefully and retain the
prospectus together with the other documents handed over to you.

Pioneer Investment Management, Inc.
         Pioneer Investment Management, Inc.("Pioneer"), the manager of the
Fund, represents an indirect wholly owned subsidiary of UniCredito Italiano
S.p.A., one of the largest banking groups in Italy. As part of the Global Asset
Management department Pioneerprovides investment management and other financial
services to mutual funds, institutional and other clients. As of March 31, 2005,
the assets under management worldwide amounted to USD 176 billion, including
assets of over USD 43 billion managed by Pioneer.

IMPORTANT INFORMATION
         The German wording of the prospectus, the contractualconditions and all
other documents and  publications of the Fund shall apply for your legal
relations with the Fund.
         The purchase of shares in the Fund is always effected on the basis of
the prospectus valid at the time of purchase. Before making additional
purchases, investors should ask about the valid prospectus.
         The latest annual report, which must not be older than 16 months, shall
be provided with the prospectus. If the date of the annual report is more than
eight months (Federal Republic of Germany) or respectively nine months (Republic
of Austria) ago, the respective semi-annual report shall be provided as well.
         In Germany and Austria only Class A shares in the Fund can be obtained,
which are described in this  prospectus. In the U.S.the Fund also issues Class
B, Class C, Class R and Class Y shares which essentially differ from Class A
shares by being  issued without an initial sales charge but incurring a higher
distribution fee and possibly a deferred sales charge. Therefore, all
information contained in this prospectus refers to Class A shares of the Fund
unless expressly stated otherwise.
         The Pioneer group also offers different investment funds launched under
Irish and Luxembourg law. The conditions  regarding the purchase of shares in
these Irish and Luxembourg Pioneer funds as well as detailed  information on
their investment  objectives are contained in separate prospectuses, which can
be obtained from Pioneer Fonds Marketing GmbH, Hopfenstrasse 4, 80335 Munich.
         Nobody is authorized to provide information or make statements with
regard to the Fund which are not  contained  in this prospectus and the
financial reports attached to it or in other documents issued by corporations of
the Pioneer group. Every purchase of fund shares a person may undertake on the
basis of statements or particulars which are not contained in the aforementioned
documents or which deviate from their contents is effected solely at the risk
of the buyer.
         Those persons engaged in the distribution of fund shares (distribution
 agents) are not entitled to accept monies on behalf of the Fund. Institutional
distribution agents having obtained relevant approval are authorized to receive
payments for fund shares on behalf of their clients.
         Please note the important notice about privacy of customer information
of our clients at the end of this document.

                                                                               6
<PAGE>



SHAREHOLDER SERVICING AGENT FOR GERMANY AND AUSTRIA

         For shareholders with residence in Germany and Austria the following
company acts as shareholder servicing agent for the purpose of simplifying the
communication with the Fund:
<TABLE>
<CAPTION>

         Pioneer Global Investments Limited, German branch

<S>      <C>                 <C>             <C>                                     <C>
         Mail Address                        Street Address
         Postfach 105142                     Hammerbrookstrasse 5
         20035 Hamburg                       20097 Hamburg
         Germany                             Germany

         phone:              +49-(0)40 - 53 89 17-0
         fax:                +49-(0)40 - 53 89 17-24

         toll free phone and fax numbers
                             Germany                                                 Austria
         phone               0800-082 08 68                                          0800-29 76 57
         fax                 0800-082 08 73                                          0800-29 14 76
</TABLE>

         Any inquiries and orders formulated in German may be addressed to the
shareholder servicing agent. Under normal circumstances the orders received by
Pioneer Global Investments Limited, German branch on a German banking day prior
to 17:00 hours will be passed on to the transfer agent of the Fund in Boston on
the same day.
         For the sake of form it is indicated that the representatives are also
authorized to receive deliveries addressed to the Fund.

INVESTMENT STYLE, INVESTMENT OBJECTIVES AND GENERAL RISKS OF THE FUND

Investment Style of the Fund
         Pioneer uses a value approach to select the Fund's investments. Using
this investment style, Pioneer seeks to select and purchase securities which are
offered at reasonable prices or substantial discounts to their underlying values
in order to hold 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 and revenue 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 reasonable amount of income. Pioneer relies on
the knowledge, experience and judgement of its portfolio managers who have
access to a wide variety of research possibilities. Pioneer focuses on the
quality and price of individual issuers, not on entire economic sectors. Pioneer
does also not pursue any strategies aiming at early market entry (market
timing). When selecting securities Pioneer looks, among others, for some of the
following features, which can be evaluated differently:
            o   Above average potential for earnings and revenue growth
            o   Favorable expected returns relative to perceived risk
            o   Low market valuations relative to earnings forecasts, book
                value, cash flow and sales
            o   Sustainable competitive advantage, such as a brand name,
                customer base, proprietary technology or particular economies of
                scale

Investment objectives of the Fund
         The investment objectives and strategies of the Fund will be described
below. If in this connection a maximum percentage is given for the investment in
certain securities and/or regions this information refers in each case to the
time the investment is made. Any later changes in value of such investments, the
net asset value of a fund or other circumstances will not be considered in
determining whether the investment complies with the funds' investment
objectives and strategies.

Investment objective - regular income and capital growth
         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

                                                                               7
<PAGE>



strategy, equity securities include common stocks, convertible debt securities
and other equity securities such as depositary receipts, warrants, stock
purchase rights and preferred stocks.
         The Fund may invest up to 10% of its assets in stocks and convertible
debt securities of companies from outside the U.S. as well as convertible debt
securities of governments from outside the U.S.. The Fund does not invest more
than 5% of the assets in securities of issuers from emerging markets. The Fund
invests in non-U.S. securities for the diversification of its portfolio, if in
comparison these have a similar or greater potential for development than U.S.
securities.
In addition, the Fund may acquire debt securities issued by companies or
governments. In general, the Fund will only invest in investment grade debt
securities. However, it may invest up to 5% of its assets in debt securities
including convertible debt securities that are below investment grade. The Fund
invests in debt securities when Pioneer believes they are consistent with the
Fund's investment objective by offering the potential for reasonable income and
capital growth, to diversify the Fund's portfolio or for greater liquidity.
         Although the Fund will in general invest substantially all its assets
in order to reach its investment objectives, the Fund may invest the remaining
assets also in securities with a maturity of less than one year and hold cash
and cash equivalents. 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.
         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.
The Fund may also acquire futures and options on securities, indices and
currencies, forward foreign 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 will not use such derivatives as prior
investment strategy but on a regular basis only for hedging purposes. However,
the Fund may also use derivatives for other purposes including among others the
following:
            o   as hedge against unfavorable developments of share prices,
                interest rates or exchange rates;
            o   as substitute for the purchase or disposal
                of securities;
            o   for the purpose of performance improvements in which case such
                a non-hedging strategy may be regarded as speculative.
         Even a small investment in derivatives can have a significant impact on
the Fund's exposure to stock market values, 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.

General risks of investing in the Fund
         Shares held in the Fund do not constitute bank deposits and are not
insured or guaranteed by the Federal Deposit Insurance Corporation ("FDIC") or
any other insurance facilities in any federal state of the United States or in
the Federal Republic of Germany or the Republic of Austria.
         Fund shares represent an investor's interest in the assets of an
investment fund where investors' monies are pooled for being invested in
different assets - with respect to the Fund in securities - according to the
principle of risk diversification and for being professionally managed by the
manager of the Fund. Although the Fund pursue capital growth and regular income
within the limits of its investment objectives you may suffer a loss or earn
less than by investing in other shares as the value of your shares in the Fund
is subject to the fluctuations on stock exchanges. But it may also be the case
that the securities of the Fund's portfolio rest undervalued or do not have the
initially expected growth potential.
         At times, more than 25% of the Fund's assets may be invested in the
same market segment, such as financials or technology. To the extent the Fund
emphasizes 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.
For example, industries in the financial segment, such as banks, insurance
companies, broker-dealers and 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

                                                                               8
<PAGE>

corporate expenditures, falling prices and profits, competition from new market
entrants, and general economic conditions.
         The bank deposits held by the Fund with the custodian bank are insured
depending upon the nature of the account of the Fund up to an amount of USD
100,000 by the FDIC. The Fund maintains both secured and unsecured bank
deposits.
         In comparison with fixed-term deposit investments you will run an
economic risk and the value of your fund account may be above or below the
purchase price of the share at the time of redemption.
         In addition you should consider that the exchange rate of the US dollar
in relation to the Euro may fluctuate greatly and that it may affect appreciably
the fund returns of the investor.
         The Fund is designed for investors who are able to run these risks. In
any case interested investors should consult an independent financial adviser.

Additional Information
         The Fund is not restricted to invest in listed securities and may also
purchase securities whose disposal is subject to contractual restrictions. The
Fund may hold its total assets in the form of deposits but will not do so
because of its investment objectives.

Profile of a typical investor
         An investment in the Fund is suitable for investors who wish to
participate in equity markets. It is also suitable for sophisticated investors
wishing to attain their defined investment objectives. The Fund may be most
appropriate for investors with medium to long-term investment horizon, as losses
may occur due to market fluctuations. For investors with a diversified portfolio
the Fund may be suitable as a core investment.

PERFORMANCE OF THE FUND
Performance
         The performance of the Funds varies from year to year. The following
chart shows the performance expressed in percent and refers to the relevant
calendar year as of December, 31. The calculation was effected on the basis of
US dollar and does not take into account any sales charges paid at the time of
purchase of the fund shares. The Fund's past performance does not indicate how
it will perform in the future.
<TABLE>
<CAPTION>

                             1995    1996     1997     1998     1999     2000    2001     2002    2003     2004
<S>                         <C>     <C>      <C>      <C>      <C>       <C>    <C>      <C>     <C>      <C>
Pioneer Fund                26.76   19.70    38.47    29.09    15.54     0.12   -11.13   -20.26   24.58    11.64
</TABLE>

Comparison of the average annual returns with the stated indices
         The following table shows the average annual total returns of the Fund
for the relevant periods and compares these returns to the returns of the stated
indices. Unlike the Fund, the index is not managed and does not incur expenses.
The figures in the table reflect sales charges and assume that any distribution
was reinvested respectively and that the Fund shares were given back at the end
of the period as of December 31, 2004.
<TABLE>
<CAPTION>

                                    1 Year          5 Years        10 Years         Since        Inception
                                                                                  Inception         Date

<S>                                  <C>              <C>           <C>             <C>          <C>
Pioneer Fund                         5.21            -1.44          11.29           12.50        13/02/1928
S&P 500 Index((1))                   10.87           -2.30          12.07           10.11

</TABLE>

(1)      The Standard & Poor's 500 Index is a generally recognized index
         measuring the performance of 500 companies whose stocks are widely
         spread and listed on the New York Stock Exchange, the American Stock
         Exchange or the over-the-counter market. Unlike the funds, the index is
         not managed, does not incur expenses and does not reflect deduction for
         taxes.


PURCHASE OF SHARES AND ACCOUNT-KEEPING
Offering price
         Shares in the Fund may only be purchased at the relevant valid offering
price and in principle only by payments of money. Under certain circumstances
the Fund may in its sole discretion, accept a payment other than the payment of
money. The offering price represents the net asset value per share in the Fund
plus an initial sales charge.

                                                                               9
<PAGE>

         Shares are issued at the net asset value per share (plus initial sales
charge) calculated by the transfer agent on the day following the day payment
attributable to a fund account was received.


Graduation of sales charges
         The amount of sales charge depends on the amount invested and is
contained in the following table.
<TABLE>
<CAPTION>

 Amount of the capital invested                              Sales charges expressed in per cent of the
                                                             offering price(1)       net fixed assets (2)

<S>                                                               <C>                       <C>
 less than USD 50,000                                             5.75 %                    6.10 %
 more than USD 50,000                                             4.50 %                    4.71 %
 but less than USD 100,000
 more than USD 100,000                                            3.50 %                    3.63 %
 but less than USD 250,000
 more USD 250,000                                                 2.50 %                    2.56 %
 but less than USD 500,000
 USD 500,000                                                      2.00 %                    2.04 %
 but less than USD 1,000,000
 USD 1,000,000                                                     0.00%                     0.00%
 or more

(1) will be deducted from the investment            (2) will be added to the net asset value
</TABLE>

         The schedule of sales charges above is applicable to purchases of Class
A shares of the funds by (i) an individual, (ii) an individual and his or her
spouse and children under the age of 21 and (iii) a trustee or other fiduciary
of a trust estate or fiduciary account or related trusts or accounts including
pension, profit-sharing and other employee benefit trusts qualified under
Sections 401 or 408 of the Code.
         Currently, no sales charge is payable on investments of USD 1,000,000
or more, but for such investments a contingent deferred sales charge of 1% is
imposed in the event of certain redemption transactions within 18 months (one
year in case of purchase of shares prior 1 February 2004) after the purchase.
See "Redemption of Shares - Deferred sales charge".


Qualification for reduced sales charges

Cumulative quantity discount
         If you or your spouse or your children under 21 already own or are
purchasing shares of a U.S. Pioneer fund ("Pioneer fund") at the same time and
you notify Pioneer Global Investments Limited, German branch, of this
circumstance in time, the sales charge payable when purchasing the shares
depends on the total value (at the current offering price) of the shares already
owned by the above mentioned persons or purchased at the same time. This may
result in a reduced sales charge.
         For example an investor who invested USD 5,000 in the Fund and already
holds shares in other Pioneer funds amounting to USD 50,000 as well would only
pay a sales charge of 4.50% of the offering price of the newly purchased shares.
         The Fund does also offer so called group plans issuing shares at a
lower sales charge or without any sales charge. Such plans require that certain
organizations are willing to recommend the Pioneer funds to their members, to
enable the Pioneer funds to advertise within the organization or to promote the
sale of fund shares to their members in some other way. Besides fund shares may
be purchased at charges differing from the table via institutions such as
insurance companies which include the fund shares in their range of financial
products (for example fund-related life insurance, fund of funds) or via banks
and asset management companies which distribute the fund shares to their clients
and have an omnibus account with Pioneer Global Investments. Further information
on this subject can be obtained from Pioneer Fonds Marketing GmbH,
Hopfenstrasse 4, 80335 Munich.
         Pioneer reserve the right to cease to offer reduced sales charges at
any time or to extend them to other funds of the Pioneer Group not launched
under U.S. law.

Letter of Intent
         You can also use a letter of intent to qualify for reduced sales
charges.

                                                                              10
<PAGE>

         With this letter you confirm your intention to purchase and hold shares
amounting to USD 50,000 or more (excluding any reinvestments of dividends and
capital gains distributions) within a period of 13 months.
         Then you will only be charged such sales charge that would be
applicable if you had purchased all shares during such 13-month period all at
once.
         If, for example, your letter of intent provides for the purchase of
shares amounting to USD 50,000 within a period of 13 months, you will have to
pay a sales charge of 4.50% for all purchases made within that period.
         A purchase not made pursuant to a letter of intent, may be included at
some future date if the letter of intent is submitted within 90 days of such
purchase. Shareholders may also include the value (at the current offering
price) of all of their shares in the Pioneer funds as of the date of the letter
of intent as a credit towards determining the reduced sales charge.
         If the amount of shares purchased during the 13-month period exceeds
the amount indicated in your letter of intent and if the total (less
redemptions, if any) qualifies for a further quantity discount, the reduced
sales charge, if any, will be calculated on the day of purchase.
A letter of intent is not a binding obligation upon the investor to purchase, or
the Fund to sell the shares in full at the amount indicated. But if you do not
pay the stated investment amount during this 13-month period, an adjustment in
the sales charge will be made. You must pay the additional sales charge within
20 days after you are notified of the recalculation or it will be deducted from
your account (or your sale proceeds).
         The letter of intent authorizes Pioneer Investment Management
Shareholder Services, Inc. to escrow shares of 5% of the investment amount
stated in the letter of intent in order to insure the payment of a possible
deferred sales charge and the shares will continue to be registered in your
name. If an adjustment in the sales charge has to be made, Pioneer Investment
Management Shareholder Services, Inc. may use the shares held in escrow in order
to settle the payment claim. Remaining shares will then be released.
         Pioneer reserves the right to cease to offer reduced sales charges at
any time or to extend them to other funds of the Pioneer Group not launched
under U.S. law.

Purchase of shares without sales charge

Purchase by certain persons
         Shares in the Fund may be purchased at net asset value per share
without any sales charge by:
            o   current or former trustees and officers of the Fund;
            o   current or former partners and employees of legal counsel to the
                Fund;
            o   current or former directors, officers, employees or sales
                representatives of Pioneer or any other company of the group;
            o   current or former directors, officers, employees or sales
                representatives of investment advisory companies or former
                investment advisers of all investment companies for which
                Pioneer serves as manager;
            o   current or former officers, partners, employees or registered
                representatives of broker-dealers having entered into sales
                agreements with Pioneer Funds Distributor, Inc.;
            o   members of the immediate families of any of the persons above;
            o   any trust, trustee or other benefit plan for the foregoing
                persons;
            o   insurance companies;
            o   certain "wrap accounts" for the benefit of clients of investment
                advisers and financial planners adhering to standards
                established by Pioneer Funds Distributor, Inc.;
            o   other funds and accounts for which Pioneer or any of its
                affiliates serves as manager or investment adviser;
            o   certain mutual funds in connection with reorganization; and
            o   certain retirement plans launched in the U.S.

         The shares purchased without any sales charge may only be redeemed to
         the Fund and may not be transferred or sold to other persons. The
         privilege of purchase without sales charge is attached to the condition
         that you inform Pioneer Funds Distributor, Inc. in writing that you are
         entitled to this privilege.
         The Fund reserves the right to cease to offer reduced sales charges at
         any time.

Reimbursement of sales charges to distribution agents
         There is a possibility that the main distributor of the Fund or one
company of the Pioneer group affiliated with the main distributor will oblige in
a distribution agreement to reimburse distribution agents for any part or all of
the sales charge paid by investors mediated by one of them or to make other
payments to such distribution agents.

                                                                              11
<PAGE>

Reinstatement Privilege
         If you have recently sold all or part of your shares in the Fund, you
may reinvest all or part of the redemption proceeds without a sales charge in
shares of the Fund if you send a written request to Pioneer Global Investments
Limited, German branch not more than 90 days after your shares were redeemed and
make the respective payment into an account having the same registration as the
account from which the shares were disposed.
         When you elect reinstatement, you are subject to the provisions
outlined in the prospectus of the Fund, including the applicable minimum
investment requirement of the Fund.
         The redemption proceeds or the portion determined by you will then be
reinvested at the net asset value of the shares in the Fund which is calculated
immediately after receipt of your relevant redemption and your written request
for reinvestment.
         Since the disposal and the subsequent reinstatement may have adverse
effects on taxes, you are recommended in any case to consult your tax adviser.
         The Fund reserves the right to cancel or change the reinstatement
privileges at any time.

Making a first purchase of shares
         If you intend to purchase shares in the Fund, you will have to properly
execute and sign a purchase request and forward it via Pioneer Global
Investments Limited, German branch, in Hamburg to the transfer agent of the
Fund. In addition, you will have to make the payment for your investment by
transferring the amount to one of the paying agent accounts (or by choosing one
of the other options for payment described below).
         The recommended minimum investment amount of a first investment is EUR
2,500 but at least USD 1,000.
         Provided that a duly executed subscription form has been received by
Pioneer Global Investments Limited, German branch, immediately after receipt of
the investment amount at the transfer agent of the Fund, the purchased fund
shares will be credited to the fund account opened for you. A statement of
account will then be provided to you informing you of the number of purchased
shares and the offering price. It is drawn to your attention that the Fund may
refuse to accept purchase requests in its absolute discretion.
         The Fund will not issue any share certificates but will register the
         shares by electronic entry. Please use the transfer slips attached to
         the purchase requests.

Making additional purchases of shares
         If you already established a fund account and intend to make a further
investment, it will generally not be necessary to submit a further purchase
request. By indicating the number of your existing fund account you may rather
transfer the investment amount to the paying agent in your country. When
assigning the investment amounts Pioneer Investment Management Shareholder
Services, Inc. may only consider the number of the fund account you stated.
Misstatements, if any, will be debited to you.
         The recommended minimum subsequent investment amount is EUR 150 but at
least USD 100.
         Please take into consideration that every purchase of fund shares will
be effected on the basis of the prospectus valid for the relevant fund and for
which you should ask before making your investment.

Automatic Investment Plan
         The automatic investment plan provides you with regular purchases of
shares each month or quarter. The plan offers an ideal method for providing the
advantages of "investment cost averaging". You may elect to enter the automatic
subscription plan when you complete your purchase request or by writing to the
shareholder servicing agent. If you elect an automatic investment plan, the
Pioneer Global Investments Limited, German branch, through the paying agent,
will withdraw the designated amount of money from your account to purchase
shares at the designated interval. At any time, investors may change the
frequency or amount of the periodic investments according to the stated
intervals. The minimum rate of the investment plan is outlined in the purchase
request. The sales charge will always be levied on the amount actually paid in.
No advance charge of cost will be levied.
         With regard to payment transactions, fees charged in line with banking
practice will be deducted from the amount invested.
         To avoid paying return fees, investors who wish to cancel their
investment plans should contact the shareholder servicing agent at least fifteen
days prior to the effective date of the cancellation.

Accounts
         The shareholder account may be opened in the form of an individual
account or a joint account. When opening a joint account, please elect on the
purchase request whether you wish to grant each other single power

                                                                              12
<PAGE>

of disposal or whether you wish to give instructions only jointly. If you do not
make a choice in the purchase request, only joint instructions will be accepted
by the fund.

Joint account with joint power of disposal
         In the case of a joint account with joint power of disposal,
instructions may be given only with the signature of both account holders. For
practical purposes, telephone instructions with respect to accounts that require
joint instructions are not accepted. In the case of death of one of the account
holders of a joint account with joint power of disposal the remaining account
holder(s) may only dispose together with the heir of the deceased shareholder.

Joint account with single right of disposal
         In the case of a joint account with single right of disposal, one
shareholder alone may give, without the signature and approval of the other
shareholder, any instructions including the closing out of the account - even to
his/her sole favor. The Fund has no obligation to inform the other account
holder prior to the implementation of such instructions. Investors should
therefore be aware of the risks involved with the single power of disposal.
Please note that the single right of disposal may only be revoked by a joint
written instruction.
         By granting each other single power of disposal, you also agree to
transfer the account by way of gift to the surviving shareholder in the case of
death. However, the surviving shareholder has no right to the transfer if the
Fund refuses the transfer because the heir(s) revoke(s) the instruction passed
by the deceased shareholder. For this reason you should take relevant
precautions in your testament.

Case of death
         In order to clarify execution authority in cases of death, the Fund may
request the certificate of inheritance, letters testamentary or other necessary
documents. The Fund may - but has no obligation to - waive the submission of a
certificate of inheritance and letters testamentary if the fund receives an
original or witnessed copy of the testamentary disposition (testament, contract
of inheritance) together with the associated minutes of opening. The Fund may
regard as authorized the person designated therein as the heir or executor,
permit him to dispose, and in particular may make payments to him with
discharging effect. This does not apply if it is known to the Fund that the
person named therein is not authorized for disposition, or if the Fund has not
become aware of this because of its gross negligence.

Closing out of small fund accounts
         Your fund account must show a value of at least USD 500. If the value
of your fund account falls below USD 500, the Fund reserves the right to inform
you that it intends to repurchase the remaining shares still held by you and to
close out your fund account. From the day of such information you have 60 days
to avert the repurchase of your shares by making additional investments.

Duty to cooperate on the part of the shareholder
         To facilitate the orderly maintenance of the shareholder's account, it
is necessary that the shareholder immediately report any change in his name or
address, as well as any other changes involving the fund account to Pioneer
Global Investments Limited, German branch. Applications of any kind shall
unambiguously reveal their intentions. Unclear formulated applications may
result in wrong entries or additional inquiries. For any delays arising in this
connection the shareholder will be held responsible.
         Each shareholder shall examine without undue delay the accuracy and
completeness of the account extracts, any notification regarding the execution
of applications, and information on expected payments and shall thereupon
immediately raise objections, if any. This also applies to the failure to
confirm the handling of transactions ordered by the shareholder.

Identity verification
         To help the government fight the funding of terrorism and money
laundering activities, federal law requires all financial institutions to
obtain, verify and record information that identifies each person who opens an
account. When you open an account, you will need to supply your name, address,
date of birth, and other information that will allow the Fund to identify you.
         The Fund may close your account if we cannot adequately verify your
identity. The redemption price will be the net asset value (less applicable
sales charges) on the date of redemption.

REDEMPTION OF SHARES
         Under usual circumstances, as shareholder, you have the right to redeem
your shares at the net asset value at any time and without being subject to a
CDSC.

                                                                              13
<PAGE>

         German and Austrian investors should send their requests for redemption
to the shareholder servicing agent Pioneer Global Investments Limited, German
branch, who will forward them to the transfer agent. Requests for redemption may
also be sent directly to Pioneer Investment Management Shareholder Services,
Inc.("PIMSS")or to the representatives for being passed on to PIMSS. Please
note that redemption requests in writing must be in "good order". If you hold
certificates, these must be submitted in "good order" as well.
         Shareholders who have their shares managed by a bank or another duly
authorized institution must handle the redemption through such bank/institution.
         "In good order" means that the request for redemption and/or the
certificates must be signed and endorsed by the registered owner(s) exactly as
the shares are registered and that the signature(s) must be confirmed by a bank
or otherwise as accepted by the Transfer Agent. In addition, in some cases
(involving fiduciary or corporate transactions), being in "good order" may
require the furnishing of additional documents.
         Confirmations may be waived for redemption requests of USD 100,000 or
less, provided that the registered holder executes the redemption request, the
payment is directed to the registered shareholder at the registered address or
account and the address was not changed in the prior 30 days. Normally, payment
will be made within seven days after receipt of these documents. The Fund
reserves the right to withhold payment until checks received as payment for
shares purchased have cleared, which could take up to 15 days from the purchase
date.
         As a rule, the Fund's practice will be to redeem shares at the net
asset value per share of the Fund next calculated after receipt of the proper
redemption request by PIMSS. If the redemption request is received by Pioneer
Global Investments Limited, German branch in Hamburg prior to 5:00 p.m. Central
European time on a bank business day in Germany, it will be calculated at the
net asset value determined on this day (provided this day is not a public
holiday in the U.S.).
         Payment of the redemption proceeds is normally made by bank transfer to
the bank account of the shareholder or by posting a check denominated in USD to
the shareholder. The instructions for the bank transfer will be given or, as the
case may be, the check will be posted within 7 days from the day PIMSS has
received the respective redemption request (if applicable together with the
certificate) in good order.
         With respect to the payment via bank-transfer it should be noted that
because of differences in the duration of the processing of bank transfers the
redemption proceeds may be credited to your bank account after the 7 day period
has expired and that the necessary conversion from USD to EUR may result in
exchange losses.
         In the event that a shareholder requests payment by check, Pioneer is
not liable for any losses resulting from either delays in postal delivery or
delays due to the necessity of re-sending a check that was lost in the mail.
         The net asset value per share received upon repurchase may be more or
less than the price the investor paid for the shares, depending upon the market
value of the assets of the Fund at the time of repurchase.

Suspending the redemption of shares
         Redemptions may be suspended or payment  postponed during any period in
 which any of the following  conditions  exist: the New York Stock Exchange is
 closed or trading on the New York Stock 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
Securities and Exchange Commission, by order, so permits.
         The entity responsible for the suspension of the redemption of shares
is the Fund's principal  underwriter,  PFD or the Funds' Board of Trustees.

Contingent deferred sales charges/Redemption fee
         Share purchases in the Fund of the equivalent of USD 1,000,000 or more
are currently not subject to a sales charge. However, such purchases may be
subject to a contingent deferred sales charge in the event of a share redemption
within 18 months (12 months for shares purchased prior 1 February 2004)
following the share purchase. This contingent deferred sales charge amounts to
1% of the value of the shares redeemed (exclusive of reinvested dividend and
capital gains distributions) or the offering price of such shares at the time of
purchase, depending on which amount is lower. Shares subject to contingent
deferred sales charges which are exchanged into another Pioneer fund will
continue to be subject to contingent deferred sales charges until the original
12-month period expires.

SYSTEMATIC WITHDRAWAL PLANS
         The systematic withdrawal plan is designed to provide a convenient
method of receiving payments fixed in advance at regular intervals from selling
fund shares.
         When you establish a systematic withdrawal plan for your account, the
transfer agent will sell the number of fund shares you specify on a monthly,
quarterly, semi-annually or annual basis in the equivalent

                                                                              14
<PAGE>

designated by you when establishing the systematic withdrawal plan and will
either send the proceeds by USD check to you, or any person designated by you or
deposit them into a bank account designated by you in DEM, ATS or EUR.
         In order to establish the systematic withdrawal plan with periodic
payments of at least USD 50, you need to open a fund account having a total
value of not less than USD 10,000.
         Any changes of your designated bank account, designation of another
person to receive checks or any changes in your address after your account is
opened require a relevant order in original, a copy of identity card and in
certain cases an acceptable signature confirmation of this action.
         Systematic withdrawal plan payments are made in the third week of each
month. To the extent that sales within the limits of the systematic withdrawal
plan exceed dividend and capital gains distributions of shares, such periodic
payments will reduce the number initially deposited in the fund account. If you
purchase shares while maintaining a withdrawal plan, you consequently will have
to pay unnecessary sales charges, if applicable.
         The systematic withdrawal plan may be terminated at any time (1) by
written notice to the shareholders servicing agent or PIMSS or from PIMSS to the
shareholder; (2) upon receipt by the shareholders servicing agent or PIMSS of
appropriate evidence of the shareholder's death; or (3) when all shares under
the plan have been sold.

EXCHANGE PRIVILEGE
         You may exchange your shares in a Pioneer fund at net asset value
without a sales charge, for shares of another Pioneer fund, provided you have
acquired your shares directly and paid the applicable sales charge. Exchange
requests must be made in writing.
         In the event that the exchange results in an initial investment in
another Pioneer fund or sub-fund, the requirements for opening a new account
(minimum investment amount, information/ documentation) must be observed and, if
applicable, a respective subscription form has to be completed in order to open
such investment account.
         Exchanges must be at least USD 1,000.
         However, exchanges with a value of USD 25,000 or more are restricted to
four transactions in each calendar year.
         This exchange limitation is intended to discourage short-term trading
in fund shares, as short-term trading can increase the expenses incurred by the
Fund and make portfolio management less effective.
         In determining whether the exchange limit has been reached, Pioneer may
aggregate a series of exchanges (each valued less than USD 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 described below, to accounts that have a written exchange agreement
with the distributor and in some cases to transactions made through an omnibus
account for fund shares.
         If an exchange request is received by PIMSS on a bank business day in
the U.S. prior to 4:00 p.m. Boston time, the exchange usually will occur on that
day. This requires that the written exchange request is received by Pioneer
Global Investments Limited, German branch, Hamburg, in "good order" prior to
5:00 p.m. Central European time on a bank business day in Germany. If the
exchange request is received after 5:00 p.m. Central European time respectively,
the exchange will usually occur on the following business day.
         You should consider the different investment objectives and policies of
the Pioneer funds, as described in this prospectus, before making any exchange.
For tax purposes, an exchange represents a sale of the shares exchanged and a
purchase of shares in another fund. Therefore, an exchange could result in a
taxable capital gain on the shares sold if purchase and sale of the shares lie
between the speculative period applicable to your country.
         The Fund reserves the right to refuse any exchange request or restrict,
at any time without notice, the number and/or the frequency of exchanges to
prevent abuse of the exchange privilege. Abuses include frequent trading in
response to short-term market fluctuations and a pattern of trading that appears
to be the attempt to "time the market". In addition, the Fund reserves the
right, at any time without notice, to charge a fee for exchanges or to modify,
limit or suspend the exchange privilege. The Fund will provide 60 days' notice
of material amendments to or termination of the privilege.

AUTOMATIC EXCHANGE
         You may automatically exchange shares from one fund account to another
fund account on a regular schedule, either monthly or quarterly. The accounts
must have identical registrations and the originating account must have a
minimum balance of USD 5,000. The exchange will occur on the day you stated in
the

                                                                              15
<PAGE>

application form. You should consult your tax adviser regarding the tax
consequences before deciding in favor of this option.

DISTRIBUTION OPTIONS
         Unless you indicate another option on your account application,
dividend and capital gain distributions, if any, will be automatically invested
in additional shares of the Fund at the applicable net asset value per share.
         There are two further options as well: (a) dividend distributions paid
to you in cash and capital gain distributions reinvested in additional shares
and (b) all dividends and distributions paid to you in cash. However, these two
options are not available to fund accounts with a value of less than USD 500.
For changing your distribution options you will have to send a written
application to the shareholder servicing agent.
         Provided that a check issued for dividends or capital gains is not
cashed within 6 months, the transfer agent has the right to use the amount
represented by the check to purchase additional shares for the respective
account at the net asset value then applicable and to reinvest further
distributions until otherwise instructed by the respective shareholder in
writing.

INVESTMENT OF DIVIDENDS IN ANOTHER FUND
         You may elect (in writing) to have the dividends paid by the Fund
invested in another Pioneer fund. The value of this second account must be at
least USD 1,000. Invested dividends may be in any amount, and there are no fees
or charges for this service.

FAX REQUESTS
         After a shareholder has made a relevant request, orders for the
redemption and exchange of shares may be transmitted by fax to Pioneer Global
Investments Limited, German branch, subject to the following conditions.
         In the case of a request transmitted by fax, the redemption or exchange
price will be determined based on the date the faxed request was received by the
transfer agent prior to 4:00 p.m. Boston time on a bank business day in the U.S.
This requires receipt of the purchase request by Pioneer Global Investments
Limited, German branch prior to 5:00 p.m. Central European time and that the
relevant day is a bank business day in Germany.
         If shares have been issued in the form of certificates, the redemption
proceeds will not be paid out until the transfer agent has also received the
certificates for the shares to be redeemed.
         A maximum of USD 100,000 may be redeemed and a maximum of USD 500,000
may be exchanged by fax. Redemption proceeds may be received by check sent to
the address or by bank transfer to the bank account indicated in your
subscription form or duly changed at a later date, the last alteration not
having been made less than 30 days prior to the faxed request. For changes of
address or bank account a relevant order in original as well as a copy of your
identity card are required.
         The Fund is not liable for forged faxes and may execute fax requests
for the risk of the shareholder unless it did not become aware of the incorrect
nature of the fax, intentionally or through gross negligence.

TELEPHONE REQUESTS
         After receipt of a relevant request by a shareholder, orders for the
exchange of shares of other Pioneer investment funds which are authorized for
public distribution in Germany and Austria as well as requests for the sale of
participating shares will also be accepted by phone by Pioneer Global
Investments Ltd. on behalf of PIMSS, whereby exchange requests will only be
executed if the account registration of the previous investment fund corresponds
to that of the new investment fund and the value of the exchange does not exceed
USD 500,000. Requests received by phone will only be executed if the sales
proceeds do not exceed USD 100,000 (or the equivalent in EUR) and are paid
either into the account indicated in the sales request or by check sent to the
address indicated in the sales request. The Pioneer investment funds and Pioneer
Global Investments Limited are not liable for the authenticity of orders so
passed and may accept them with debt-discharging effect unless they are aware or
they are not aware as a result of gross negligence that the principal has no
power of disposal. With regard to joint accounts with joint power of disposal
and accounts for minors this option is not available.

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

                                                                              16
<PAGE>

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 excessive and/or 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 Pioneer Funds' shares to be excessive 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 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 Pioneer Funds'
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 in any calendar
year.
o   Certain funds managed by Pioneer have adopted redemption fees that are
incurred if you redeem shares within a short period after purchase.

         The Fund may reject a purchase or exchange order before its acceptance
or 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.

PAYING AGENTS
         In order to facilitate payment transactions between the investors and
the transfer agent of the Fund accounts were established at banks in the Federal
Republic of Germany and the Republic of Austria for payments of and to
investors.
         Investors may deposit payments in their home currency into these
accounts; these will be converted into U.S. dollars for usual banking charges
and then be transmitted to the accounts of the Fund with its custodian.
         When making your first purchase of shares, please consider that a duly
completed purchase order must have been received by Pioneer Global Investments
Limited, German branch in order to assign the amount of your investment. Monies
held in the paying agent account for lack of assignment bear no interest.
Pioneer Global Investments Limited, German branch, reserves the right to return
monies to the sender if no relevant purchase request is received within three
weeks on receipt of payment.
         In order to avoid amounts posted to the wrong account you should
absolutely make use of the transfer slips attached to the purchase order and as
far as additional payments are concerned you should state the relevant number of
the fund account designated for the purchase of additional shares.

                                                                              17
<PAGE>

         When assigning the amounts invested Pioneer Global Investments Limited,
German branch, may exclusively go along with the number of the purchase order
form or the number of the fund account indicated under reason for transfer.
         The payment of sales proceeds will be transacted on the same terms
unless the shareholder requests to receive payment by USD check.
         In Austria, investors may request payment of redemption proceeds,
dividends and other payments from the Fund in EUR through the relevant paying
agent, which is in Germany the Citibank Privatkunden AG & Co. KgaA,
Kasernenstrasse 10, 40213 Dusseldorf and in Austria Bank Austria Creditanstalt
AG, Am Hof 2, A-1010 Vienna.

         Within the context of payment transactions usual banking charges will
be deducted from the amount invested or the redemption proceeds respectively.
The shareholders incur the exchange risk.

STOCKBROKERS
         The main distributor of the Fund engaged Pioneer Fonds Marketing GmbH,
Hopfenstrasse 4, 80335 Munich, to conclude in the Federal Republic of
Germany and the Republic of Austria contracts with banks and financial services
companies (distribution agents) concerning the brokerage of shares in the Fund
in the respective countries.
         These distribution agents operate under their own name and for their
own account. They provide investors with independent services (for example in
the form of investment advice) and do not assist the Fund, the manager or any
other member of the Pioneer group. The Pioneer group does not assume liability
neither within the bounds of the German Banking Act nor in any other context.
Whenever investors are referred to distribution agents this is done because of
the purchase of shares in the Fund and not because of other financial products
offered by the distribution agents and which are generally not examined by the
Pioneer group.
         In addition, distribution agents are not authorized to accept payments
for fund shares in the name of the Fund, the manager or any other member of the
Pioneer group. Institutional distribution agents having obtained relevant
approval are authorized to receive payments for fund shares on behalf of their
clients.
         The Fund strongly advises against debt-financed purchases of shares
since the investment risk will be much greater because of external financing.
The Fund offers its shares to the public but - except some fund-related life
insurances - they do not offer any financial products combined with the fund
shares. If distribution agents offer such "combination products", the Fund, the
Pioneer group and their affiliates will not assume any liability for these
products.
         With respect to the different cost pattern and taxation when investing
directly in funds and the investment in fund-related life insurances or products
of funds of funds, the investors are strongly advised to consult their tax or
financial adviser in order to determine the most convenient investment form.

THE MANAGEMENT OF THE FUND

Board of Trustees and executive officers of the Fund
         The trustees of the Fund are responsible for the broad supervision of
the Fund. On the other hand the executive officers of the Fund have the
responsibility for the day-to-day business of the Fund.
         The trustees and executive officers are listed below, together with
their principal occupations during the past five years. Trustees who are
"interested persons" within the meaning of the Investment Company Act of 1940
are called "interested trustees" whereas trustees who are not interested persons
are called "independent trustees". The address of all interested trustees and
all executive officers is 60 State Street, Boston, Massachusetts 02109, USA.

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

                                                                              18
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
<S>                    <C>             <C>                     <C>                            <C>
John F. Cogan, Jr.     Chairman of     Trustee since 1982;     Deputy Chairman and a          Chairman and Director
(78)*                  the Board,      Serves until a          Director of Pioneer Global     of ICI Mutual
                       Trustee and     successor is elected    Asset Management S.p.A.        Insurance Company;
                       President       or earlier retirement   (PGAM); Non-Executive          Director of Harbor
                                       or removal.             Chairman and a Director of     Global Company, Ltd.
                                                               Pioneer Investment
                                                               Management USA, Inc.
                                                               (PIM-USA); 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; President
                                                               and Director of Pioneer
                                                               Funds Distributor, Inc.
                                                               ("PFD"); President of all of
                                                               the Pioneer funds; and Of
                                                               Counsel (since 2000, partner
                                                               prior to 2000), Wilmer
                                                               Cutler Pickering Hale and
                                                               Dorr LLP (counsel to PIM-USA
                                                               and the Pioneer Funds)
------------------------------------------------------------------------------------------------------------------
Osbert M. Hood         Trustee and     Trustee since June,     President and Chief            None
(52)*                  Executive       2003. Serves until a    Executive Officer, PIM-USA
                       Vice President  successor is elected    since May, 2003 (Director
                                       or earlier retirement   since January, 2001);
                                       or removal.             President and Director of
                                                               Pioneer since May, 2003;
                                                               Chairman and Director of
                                                               Pioneer Shareholder
                                                               Services, Inc. (PIMSS)
                                                               since May, 2003;
                                                               Executive Vice President
                                                               of all of the Pioneer
                                                               funds; Executive Vice
                                                               President and Chief
                                                               Operating Officer of
                                                               PIM-USA, November
                                                               2000-May 2003; Executive
                                                               Vice President, Chief
                                                               Financial Officer and
                                                               Treasurer, John Hancock
                                                               Advisers, LLC, Boston,
                                                               MA, November
                                                               1999-November 2000;
                                                               Senior Vice President and
                                                               Chief Financial Officer,
                                                               John Hancock Advisers,
                                                               LLC, April 1997-November
                                                               1999
------------------------------------------------------------------------------------------------------------------
Independent Trustees:
------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                              19
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
<S>                    <C>             <C>                     <C>                            <C>
David R. Bock (61)     Trustee         Trustee since 2005.     Senior Vice President and      Director of The
3050 K. Street, NW,                    Serves until a          Chief Financial Officer,       Enterprise Social
Washington, DC 20007                   successor is elected    Itrax, Inc. (publicly traded   Investment Company
                                       or earlier retirement   health care services           (privately-held
                                       or removal.             company) (2001 - present);     affordable housing
                                                               Managing Partner, Federal      finance company);
                                                               City Capital Advisors          Director of New York
                                                               (boutique merchant             Mortgage Trust
                                                               bank)(1995 -2000; 2002 to      (publicly traded
                                                               2004); Executive Vice          mortgage REIT)
                                                               President and Chief
                                                               Financial Officer, Pedestal
                                                               Inc. (internet-based
                                                               mortgage trading company)
                                                               (2000- 2002)
--------------------------------------------------------------------------------------------------------------------
Mary K. Bush (57)      Trustee         Trustee since 1997.     President, Bush                Director of Brady
3509 Woodbine Street                   Serves until a          International (international   Corporation
Chevy Chase, MD 20815                  successor is elected    financial advisory firm)       (industrial
                                       or earlier retirement                                  identification and
                                       or removal.                                            specialty coated
                                                                                              material products
                                                                                              manufacturer),
                                                                                              Millennium Chemicals,
                                                                                              Inc. (commodity
                                                                                              chemicals), Mortgage
                                                                                              Guaranty Insurance
                                                                                              Corporation, and R.J.
                                                                                              Reynolds Tobacco
                                                                                              Holdings, Inc.
                                                                                              (tobacco)
--------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham   Trustee         Trustee since 1990.     Founding Director of           None
(57)                                   Serves until a          Winthrop Group, Inc.
1001 Sherbrooke                        successor is elected    (consulting firm); Professor
Street West,                           or earlier retirement   of Management, Faculty of
Montreal, Quebec,                      or removal.             Management, McGill University
Canada H3A 1G5
--------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret    Trustee         Trustee since 1982.     President and Chief            Director of a closed
(56)                                   Serves until a          Executive Officer, Newbury,    end investment company
One Boston Place,                      successor is elected    Piret & Company, Inc.
28th Floor, Boston,                    or earlier retirement   (investment banking firm)
MA 02108                               or removal.
--------------------------------------------------------------------------------------------------------------------
Stephen K. West (76)   Trustee         Trustee since 1993.     Senior Counsel, Sullivan &     Director of other
125 Broad Street,                      Serves until a          Cromwell (law firm)            U.S. investment funds
New York, NY 10004                     successor is elected                                   and of  AMVESCAP PLC
                                       or earlier retirement                                  (investment managers).
                                       or removal.
--------------------------------------------------------------------------------------------------------------------
John Winthrop (68)     Trustee         Trustee since 1985.     President, John Winthrop &     None
One North Adgers                       Serves until a          Co., Inc. (private
Wharf, Charleston,                     successor is elected    investment firm)
SC 29401                               or earlier retirement
                                       or removal.
--------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                              20
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Fund Officers:
-----------------------------------------------------------------------------------------------------------
<S>                    <C>             <C>                     <C>                                  <C>
Dorothy E.           Secretary         Since November, 2000.   Secretary of PIM-USA; Senior         None
Bourassa (57)                          Serves at the           Vice President- Legal of PIM
                                       discretion of board     USA; and Secretary/Clerk of
                                                               most of PIM-USA's
                                                               subsidiaries since October
                                                               2000;  Secretary of all
                                                               Pioneer U.S. investment
                                                               funds since September 2003
                                                               (Assistant  Secretary
                                                               November 2000 until
                                                               September 2003); Senior
                                                               Counsel, Assistant Vice
                                                               President and Director of
                                                               Compliance of PIM-USA from
                                                               April 1998 through October
                                                               2000
-----------------------------------------------------------------------------------------------------------
Christopher J.       Assistant         Since September,        Assistant Vice President and         None
Kelley (40)          Secretary         2003. Serves at the     Senior Counsel of Pioneer
                                       discretion of board.    since July 2002; Vice
                                                               President and Senior Counsel
                                                               of BISYS Fund Services, Inc.
                                                               (April 2001 to June 2002);
                                                               Senior Vice President and
                                                               Deputy General Counsel of
                                                               Fund Distributor, Inc. (July
                                                               2000 to April 2001; Vice
                                                               President and Associate
                                                               Counsel from July 1996 to
                                                               July 2000); Assistant
                                                               Secretary of all Pioneer
                                                               U.S. investment funds since
                                                               September 2003
-----------------------------------------------------------------------------------------------------------
David C. Phelan      Assistant         Since September,        Partner, Wilmer Cutler               None
(47)                 Secretary         2003. Serves at the     Pickering Hale and Dorr LLP;
                                       discretion of board.    Assistant Secretary of all
                                                               Pioneer U.S. investment
                                                               funds since September 2003
-----------------------------------------------------------------------------------------------------------
Vincent Nave (59)    Treasurer         Since November, 2000.   Vice President-Fund                  None
                                       Serves at the           Accounting, Administration
                                       discretion of Board.    and Custody Services of
                                                               PIM-USA (Manager from
                                                               September 1996 to February
                                                               1999); and Treasurer of all
                                                               Pioneer U.S. investment funds
                                                               (Assistant Treasurer from June
                                                               1999 to November 2000)
-----------------------------------------------------------------------------------------------------------
</TABLE>

                                                                              21
<PAGE>

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------
<S>                  <C>               <C>                     <C>                                 <C>
Mark E. Bradley      Assistant         Since November 2004.    Deputy Treasurer of Pioneer         None
(45)                 Treasurer         Serves at the           since 2004; Treasurer and
                                       discretion of Board.    Senior Vice President, CDC
                                                               IXIS Asset 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, 2000.   Assistant Vice                      None
(40)                 Treasurer         Serves at the           President-Fund Accounting,
                                       discretion of Board.    Administration and Custody
                                                               Services of Pioneer (Fund
                                                               Accounting Manager from 1994
                                                               to 1999); and Assistant
                                                               Treasurer of all Pioneer
                                                               U.S.  investment funds since
                                                               November 2000
---------------------------------------------------------------------------------------------------------
Gary Sullivan (47)   Assistant         Since May, 2002.        Fund Accounting Manager -           None
                     Treasurer         Serves at the           Fund Accounting,
                                       discretion of board     Administration and Custody
                                                               Services of Pioneer; and
                                                               Assistant Treasurer of all
                                                               Pioneer U.S. investment
                                                               funds since May 2002
---------------------------------------------------------------------------------------------------------
Katherine Kim        Assistant         Since September,        Fund Administration                 None
Sullivan (31)        Treasurer         2003. Serves at the     Manager-Fund Accounting,
                                       discretion of board     Administration and Custody
                                                               Services 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 Custody Services (Fund
                                                               Accounting Manager from
                                                               August 1999 to May 2002,
                                                               Fund Accounting Services
                                                               Supervisor from 1997 to July
                                                               1999); Assistant Treasurer
                                                               of all Pioneer U.S.
                                                               investment funds since
                                                               September 2003
---------------------------------------------------------------------------------------------------------
</TABLE>

                                                                              22
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
<S>                  <C>               <C>                     <C>                                <C>
Martin J. Wolin      Chief             Since October 2004.     Chief Compliance Officer           None
(37)                 Compliance        Serves at the           of Pioneer (Director of
                     Officer           discretion of the       Compliance and Senior
                                       Board                   Counsel from November 2000
                                                               to September 2004); Vice
                                                               President and Associate
                                                               General Counsel of UAM Fund
                                                               Services, Inc. (mutual fund
                                                               administration company) from
                                                               February 1998 to November
                                                               2000; and Chief Compliance
                                                               Officer of all of the Pioneer
                                                               Funds.
--------------------------------------------------------------------------------------------------------
</TABLE>

         *Mr. Cogan and Mr. Hood are interested trustees because each is an
officer or director of the Fund's investment adviser and certain of its
affiliates.


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


Board Committees
         During the most recent fiscal year, the Board of Trustees held 9
meetings. Each Trustee attended at least 75% of such meetings.
         The Fund's Board of Trustees has created an audit committee (Audit
Committee), a nominating committee (Nominating Committee), a valuation committee
(Valuation Committee), an independent trustee committee (Independent Trustees
Committee) and a Policy Administration Committee.

         Committee members are as follows:

Audit Committee
Marguerite A. Piret (Chair), Margaret B.W. Graham and David R. Bock
Independent Trustees Committee
Mary K. Bush, Margaret B.W. Graham (Chair), Marguerite A. Piret, Stephen K.
West, John Winthrop and David R. Bock
Nominating Committee
Mary K. Bush, John Winthrop (Chair) and Marguerite A. Piret
Valuation Committee
Marguerite A. Piret (Chair), Stephen K. West and John Winthrop
Policy Administration Committee
Mary K. Bush (Chair), John Winthrop and Stephen K. West

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

         In accordance with the charter the Board of Trustees gave to the Audit
Committees, their purposes are to:
         o   act as a liaison between the Fund's independent auditors and the
             full Board of Trustees;
         o   discuss with the Fund's independent auditors their judgments about
             the quality of the Fund's accounting principles and underlying
             estimates as applied in the Fund's financial reporting;
         o   review and assess the renewal materials of all related party
             contracts and agreements, including investment advisory
             agreements, main distributions contracts, administration
             agreements, 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 management and the Fund and among the Pioneer funds;

                                                                              23
<PAGE>

         o   review and approve expenses under the administration agreement
             between Pioneer and the Funds 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 auditors and the Fund or Pioneer; to
             actively engage in a dialogue with the independent auditors with
             respect to any disclosed relationships or services that may impact
             the objectivity and independence of the independent auditors; and
             to recommend that the Trustees take appropriate action in response
             to the independent auditors' report to satisfy itself of the
             independent auditors' independence.

         The Nominating Committee reviews the qualifications of any candidate
recommended by the Independent Trustees to serve as an Independent Trustee and
make 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 relevant Fund's administrative policies and procedures.
         The Independent Trustees Committee reviews the management contracts and
other related party contracts annually and are also responsible for any other
action required to be taken, under the 1940 Act, by the Independent Trustees
acting alone.
         The Fund's Declarations of Trust provide that the Fund will indemnify
the Trustees and officers against liabilities and expenses incurred in
connection with any litigation in which they may be involved because of their
offices with the Fund, unless it is determined in the manner specified in the
Declarations of Trust that they have not acted in good faith in the reasonable
belief that their actions were in the best interests of the Fund or that such
indemnification would relieve any officer or Trustee of any liability to the
funds or its shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of his or her duties.
         Further information regarding the Fund's Board Committees is included
in the Statements of Additional Information.

Compensation of Officers and Trustees
     The Fund pays no salaries or compensation to any of its officers.

     The U.S. 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 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.

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.

                                                                              24
<PAGE>

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

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

         As of December 31, 2004, none of the Independent Trustees, nor any of
their immediate family members, beneficially owned any securities issued by
Pioneer, UniCredito Italiano or any other entity in a control relationship to
Pioneer or PFD. During the calendar years 2003 and 2004, none of the Independent
Trustees, nor any of their immediate family members, had any direct or indirect
interest (the value of which exceeded USD 60,000), whether by contract,
arrangement or otherwise, in Pioneer, UniCredito Italiano, or any other entity
in a control relationship to Pioneer or PFD. During the calendar years 2003 and
2004, none of the Independent Trustees, nor any of their immediate family
members, had an interest in a transaction or a series of transactions in which
the aggregate amount involved exceeded USD 60,000 and to which any of the
following were a party (each a "fund related party"):

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

     During the calendar years 2003 and 2004, none of the Independent Trustees,
nor any of their immediate family members, had any relationship (the value of
which exceeded USD 60,000) with any fund related party, including, but not
limited to, relationships arising out of (i) the payment for property and
services, (ii) the provision of legal services, (iii) the provision of
investment banking services (other than as a member of the underwriting
syndicate) or (iv) the provision of consulting services, except that Mr. West,
an Independent Trustee, is Senior Counsel to Sullivan & Cromwell and acts as
counsel to the Independent Trustees and the Independent Trustees of the other
Pioneer funds. The aggregate compensation paid to Sullivan & Cromwell by the
Fund and the other Pioneer funds was approximately USD 126,603 and USD 208,010
in each of 2003 and 2004.

     During the calendar years 2003 and 2004, none of the Independent Trustees,
nor any of their immediate family members, served as a member of a board of
directors on which an officer of any of the following entities also serves as a
director:

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

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

o   the Fund
o   any related fund
o   Pioneer
o   PFD
o   any affiliated person of the Pioneer funds, Pioneer or PFD

                                                                              25
<PAGE>
o   UniCredito Italiano
o   any other entity in a control relationship to the Fund, Pioneer or PFD

Factors Considered by the Independent Trustees in Approving the Management
Contract.
         The 1940 Act requires that the Fund's management contract be approved
annually by both the Board of Trustees and a majority of the Independent
Trustees voting separately. The Independent Trustees have determined that the
terms of the Fund's management contract are fair and reasonable and that the
contract is in the Fund's best interest. The Independent Trustees believe that
the management contract will enable the Fund to enjoy high quality investment
advisory services at a cost they deem appropriate, reasonable and in the best
interests of the Fund and its shareholders. In making such determinations, the
Independent Trustees met independently from the Interested Trustees of the Fund
and any officers of Pioneer or its affiliates. The Independent Trustees also
relied upon the assistance of counsel to the Independent Trustees and counsel to
the Fund.

         In evaluating the management contract, the Independent Trustees
reviewed materials furnished by Pioneer, including information regarding
Pioneer, UniCredito Italiano, their respective affiliates and their personnel,
operations and financial condition. The Independent Trustees discussed with
representatives of Pioneer the Fund's operations and Pioneer's ability to
provide advisory and other services to the Fund. The Independent Trustees also
reviewed:

         o   the investment performance of the Fund and Pioneer funds with
             similar investment strategies;

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

         o   the Fund's projected total operating expenses;

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

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

         o   the profitability to Pioneer of managing the Fund.

         The Independent Trustees considered the following as relevant to their
recommendations: (1) the favorable history, reputation, qualification and
background of Pioneer and UniCredito Italiano, as well as the qualifications of
their personnel and their respective financial conditions; (2) that the fee and
expense ratios of the Fund are reasonable given the quality of services expected
to be provided and are comparable to the fee and expense ratios of similar
investment companies; and (3) the relative performance of the Fund since
commencement of operations to comparable investment companies and unmanaged
indices. The Independent Trustees deemed each of these factors to be relevant to
their consideration of the Fund's management contract.

Code of Ethics.
         The Fund's Boards 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.

The Manager
         Pioneer Investment Management, Inc.
         60 State Street
         Boston, Massachusetts 02109
         USA
         manages the Fund under the terms of existing contracts, which may be
canceled by either party on 60 day's written notice, subject only to the
authority of the Board of Trustees. The share capital of Pioneer Investment
Management, Inc. (Pioneer), a public limited company, amounted to USD 1.316
billion as of December 31, 2004 and is wholly owned by UniCredito Italiano.

                                                                              26
<PAGE>

         In addition to the Fund, Pioneer also manages other investment funds
with investment objectives identical or similar to those of the Fund whose
shares are not offered in the Federal Republic of Germany and the Republic of
Austria and it also serves as investment adviser for certain institutional and
other clients.
         In such cases, the decision to recommend a purchase of 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.
         In its function as manager Pioneer supplies the Fund with investment
research, investment advice and investment supervision as well as an investment
plan corresponding to the investment objectives and strategies of each Pioneer
fund, subject to the supervision of the Board of Trustees. Pioneer decides on
the purchase and sale of securities for the Fund, looks after the implementation
of relevant instructions, selects the securities dealers implementing these
instructions, is responsible for accounting with regard to the investment
transactions of the Fund and reports to the Board of Trustees on the investments
of the Fund and its performance.
         Pursuant to an agreement entered into between Pioneer and Pioneer
Investment Management Limited (PIML), an affiliate of Pioneer, the latter will
render certain services to Pioneer and provide Pioneer with personal.
         Pioneer has been authorized by the Securities and Exchange Commission
(SEC) to appoint a sub-manager and to terminate or make material changes to
existing sub-management agreements subject to the prior approval of the fund's
Board of Trustees without the consent of the shareholders. Pioneer has final
responsibility for appointing, dismissing and replacing a sub-manager. 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.

Proxy Voting Policies of 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.

                                                                              27
<PAGE>

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

Proxy Voting Procedures

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

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

                                                                              28
<PAGE>

            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;

            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
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 the executing brokerage firm. A list of
countries with "share-blocking" is available from the Investment Operations
Department upon request.

Record Keeping
      The Proxy Coordinator shall ensure that Pioneer's proxy voting service:
         o   Retains a copy of the proxy statement received (unless the proxy
             statement is available from the SEC's Electronic Data Gathering,
             Analysis, and Retrieval (EDGAR) system);

         o   Retains a record of the vote cast;

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

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

         The Proxy Coordinator shall ensure that for those votes that may
require additional documentation (i.e. conflicts of interest, exception votes
and case-by-case votes) the following records are maintained:
         o   A record memorializing the basis for each referral vote cast;

                                                                              29
<PAGE>

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

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

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


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

Proxy Voting Oversight Group
      The members of the Proxy Voting Oversight Group are Pioneer's: Director of
Portfolio Management US, Head of Investment Operations, and Director of
Compliance. Other members of Pioneer will be invited to attend meetings and
otherwise participate as necessary. The Head of Investment Operations will chair
the Proxy Voting Oversight Group.
      The Proxy Voting Oversight Group is responsible for developing,
evaluating, and changing (when necessary) Pioneer's Proxy Voting Policies and
Procedures. The group meets at least annually to evaluate and review these
policies and procedures and the services of its third-party proxy voting
service. In addition, the Proxy Voting Oversight Group will meet as necessary to
vote on referral items and address other business as necessary.

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

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

                                                                              30
<PAGE>

         o   Stock exchange listing.

         o   Establishment of time and place of annual meeting.

         o   Adjournment or postponement of annual meeting.

         o   Acceptance/approval of financial statements.

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

         o   Approval of minutes and other formalities.

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

         o   Amendments to authorized signatories.

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

         o   Acceptance of labor agreements.

         o   Appointment of internal auditors.

      Pioneer will vote on a case-by-case basis on other routine business;
however, Pioneer will oppose any routine business proposal if insufficient
information is presented in advance to allow Pioneer to judge the merit of the
proposal. Pioneer has also instructed its proxy voting service to inform Pioneer
of its analysis of any administrative items 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 SEC.

         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.

                                                                              31
<PAGE>

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

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

         o   Election of an honorary director.

      We will vote 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.

      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.

      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 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.

      Pioneer will vote for:

                                                                              32
<PAGE>

         o   Cumulative voting.

         o   Increased ability for shareholders to call special meetings.

         o   Increased 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:
         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.

                                                                              33
<PAGE>

         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
      Management needs considerable flexibility in determining the company's
financial structure, and Pioneer normally supports management's 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.

         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.

                                                                              34
<PAGE>

         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.

         o   equire 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:

                                                                              35
<PAGE>

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

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

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

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

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

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

         o   All other employee stock purchase plans.

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

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

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

         o   Elimination of stock option plans.

      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.

                                                                              36
<PAGE>

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

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

         o   Limitations on stock ownership or voting rights.

         o   Reduction in share ownership disclosure guidelines.

Mergers and Restructurings
      Pioneer will vote on the following and similar issues on a case-by-case
basis:
         o   Mergers and acquisitions.

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

         o   Debt restructurings.

         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 basis 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;

                                                                              37
<PAGE>

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

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

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

PORTFOLIO MANAGEMENT

Responsible portfolio managers
         Day-to-day management of the Fund's assets 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.
The team manages other Pioneer mutual funds investing primarily in U.S. equity
securities. Mr. Carey and Mr. Hunnewell 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
president of Pioneer. Mr. Carey joined Pioneer as an analyst in 1979.
         Mr. Hunnewell is a vice president of Pioneer. He joined Pioneer in
August 2001 and has been an investment professional since 1985. Prior to joining
Pioneer, Mr. Hunnewell was an independent investment manager and a fiduciary of
private asset portfolios from 2000 to 2001.

Additional Information About 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 in the table
is as of December 31, 2004. For purposes of the table, "Other Pooled Investment
Vehicles" may include investment partnerships, undertakings for collective
investments in transferable securities ("UCITS") and other non-U.S. investment
funds and group trusts, and "Other Accounts" may include separate accounts for
institutions or individuals, insurance company general or separate accounts,
pension funds and other similar institutional accounts. Certain funds and other
accounts managed by the portfolio manager may have substantially similar
investment strategies.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
Name of Portfolio     Type of Account  Number of Accounts    Total Assets        Number of             Assets Managed
Manager                                Managed               Managed             Accounts  Managed     for which
                                                                                 for which             Advisory Fee is
                                                                                 Advisory Fee is       Performance-Based
                                                                                 Performance-Based
-------------------------------------------------------------------------------------------------------------------------
<S>                   <C>              <C>                   <C>                 <C>                   <C>
John A. Carey         Other            5                     $2,019,890,000      0                     N/A
                      Registered
                      Investment
                      Companies
                      ---------------------------------------------------------------------------------------------------
                      Other Pooled     2                     $678,541,000        0                     N/A
                      Investment
                      Vehicles
                      ---------------------------------------------------------------------------------------------------
                      Other Accounts   9                     $294,252,000        0                     N/A
-------------------------------------------------------------------------------------------------------------------------


-------------------------------------------------------------------------------------------------------------------------
Name of Portfolio     Type of Account  Number of Accounts    Total Assets        Number of             Assets Managed
Manager                                Managed               Managed             Accounts Managed      for which
                                                                                 for which             Advisory Fee is
                                                                                 Advisory Fee is       Performance-Based
                                                                                 Performance-Based
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                              38
<PAGE>
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
<S>                   <C>              <C>                   <C>                 <C>                <C>
Walter Hunnewell,     Other            6                     $2,512,275,898      0                  N/A
Jr.                   Registered
                      Investment
                      Companies
                      ------------------------------------------------------------------------------------------------
                      Other Pooled     2                     $678,541,000        0                  N/A
                      Investment
                      Vehicles
                      ------------------------------------------------------------------------------------------------
                      Other Accounts   11                    $295,037,000        0                  N/A
----------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

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

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

                                                                              39
<PAGE>

             accounts managed by the portfolio manager, the portfolio manager
             would have an economic incentive to favor the account in which
             the portfolio manager held an interest.

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

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

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

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

Share Ownership by Portfolio Managers
The following table indicates as of December 31, 2004 the value, within the
indicated range, of shares beneficially owned by the portfolio managers of the
fund.
<TABLE>
<CAPTION>

--------------------------------------------------------------------------
<S>                                      <C>
Name of Portfolio Manager                Beneficial Ownership of the Fund*
--------------------------------------------------------------------------
John A. Carey                            F
--------------------------------------------------------------------------
Walter Hunnewell, Jr.                    E
--------------------------------------------------------------------------
*Key to Dollar Ranges
</TABLE>
<TABLE>
<CAPTION>
<S>     <C>
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
</TABLE>

                                                                              40
<PAGE>
<TABLE>
<CAPTION>
<S>      <C>
G.      Over $1,000,000
</TABLE>

Management fee
         The Fund pays Pioneer the following fees which are expressed as
percentage per annum relative to the average daily net assets of the Fund:

Pioneer Fund

Base fee:
         0.60% of the average daily net assets of the fund

Fee adjustment:
         The base fee may increase or decrease by a maximum of 0.10% depending
on the performance of the fund relative to one index (see following
explanations)

         Normally management fees are calculated daily and paid monthly. Taking
these fees Pioneer covers any management costs.

Calculation of the Performance Fee Adjustments
         The base fee may be adjusted to a higher or lower rate depending on
whether the fund in comparison with an index achieved a better or worse
investment performance during the performance period. For this purpose, since 1
May 2003 the Trustees have designated the S&P 500 Index (the "Index") for the
Pioneer Fund. 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 (performance period). 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%
p.a. An appropriate percentage of this rate (based upon the number of days in
the current month) is then multiplied by the average 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 entire annual
adjustment to the basic fee does not exceed +/- 0.10% of average daily net
assets for that year. Pioneer currently is waiving the 0.50% floor on its fee.
Pioneer may reimpose it in the future but will not be entitled to any previously
waived fees.

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

         Example assuming the fund outperforms the Index

         The example also makes these assumptions:

<TABLE>
<CAPTION>
                                                                                               Fund's
           For the                       Fund's                    Index's              performance relative
     Performance period          investment performance       cumulative change             to the 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:

|X|  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.
|X|  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%.

                                                                              41
<PAGE>

|X|  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.
|X|  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
           For the                       Fund's                    Index's             performance relative
     Performance period          investment performance       cumulative change            to the 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:

|X|  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.
|X|  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%.
|X|  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.
|X|  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 relevant 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. 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 of Trustees 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.
         On April 17, 2003, the Fund's shareholders approved, effective May 1,
2003, the adoption of the Index as the benchmark for the Fund's performance fee
adjustment. Previously, the Fund used the Lipper Growth and

                                                                              42
<PAGE>

Income Fund Index (the "Old Benchmark") as its performance benchmark. The
calculation of the performance fee using the Index is being phased in over a
36-month period. Accordingly, the Fund will pay management fees at a rate equal
to the basic fee plus or minus the amount of the performance adjustment using
the Old Benchmark with respect to any portion of the 36-month period occurring
prior to May 1, 2003 and the Index for the portion of the 36-month period
occurring after May 1, 2003.
         The basic fee is computed and accrued daily, the performance fee
adjustment is calculated once per month and the entire management fee is paid
monthly.

MAIN DISTRIBUTOR
         Pioneer Funds Distributor, Inc.
         60 State Street
         Boston, Massachusetts 02109, USA
         is a public limited company and an indirect, wholly-owned subsidiary of
Pioneer Investment Management USA, Inc. and serves as main distributor of the
Fund. Pioneer Funds Distributor, Inc. ("PFD") enters into sales contracts with
various financial services companies in Europe which empower them to offer
publicly shares in the Fund in those countries where this is legally possible.
         The share capital of PFD was USD 47.478 million as of December 31,
2004.
         PFD will bear expenses for the distribution of the fund's shares,
except for expenses for which it is reimbursed or compensated by the Fund. Such
expenses include compensation to its employees and representatives and to
securities dealers for distribution-related services. PFD also pays 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 U.S. 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.

TRANSFER AGENT
         Pioneer Investment Management Shareholder Services, Inc.
         60 State Street
         Boston, Massachusetts 02109, USA
         is a joint stock company established according to the Law of the
Commonwealth of Massachusetts. As of December 31, 2004 it held a share capital
of USD 50.090 million.
         As transfer agent of the Funds, Pioneer Investment Management
Shareholder Services, Inc. processes the sales, redemptions and exchanges of
fund shares, distributes dividends and capital gains, maintains the
shareholders' fund accounts and also responds to the inquiries made by the
shareholders.
         In addition to the reimbursement of its out-of-pocket expenses, it
receives an annual fee of USD 26.60 per customer account from the Fund. 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 would be in lieu of the per account fee which would otherwise be
paid to PIMSS.

CUSTODIAN
         Brown Brothers Harriman & Co.
         40 Water Street
         Boston, Massachusetts 02109,
         USA
         Brown  Brothers  Harriman & Co. is an U.S.  American  partnership
holding a share capital as of December 31, 2004, of USD 320 million.
         With the Custodian Agreement dated July 1, 2001, the Fund has appointed
Brown Brothers Harriman & Co. as custodian for the safekeeping of their
securities and other assets. The Custodian Agreement may be canceled by either
party on 75 day's written notice.
         The Fund pays the custodian a fee equal to between 0.005% of the first
USD 10 billion of the net asset value and 0.002% of the net asset value over USD
30 billion for assets of the Fund in the USA.
         For assets held outside the USA, the Fund pays between 0.01% and 0.080%
of the net asset value according to country categories.
         For U.S. securities transactions, the Fund has to pay between USD 3.50
and USD 20; for transactions in respect of other securities, fees become payable
of between USD 20 and USD 350 according to country categories. In addition, the
custodian is entitled to reimbursement of out-of-pocket expenses.
         According to the Custodian Agreement Brown Brothers Harriman & Co.'s
responsibilities include the management of securities, collecting income from
these securities, maintaining bank accounts, managing liquid assets for the
purchase and sale of securities and keeping account records of currency
transactions.

                                                                              43
<PAGE>

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
         Ernst & Young LLP, 200 Clarendon Street, Boston, Massachusetts 02116,
USA, act as the Fund's independent registered public accounting firm; they
perform annual statutory audits, prepare tax returns and provide assistance in
connection with checking documents to be submitted to US regulators. The Fund's
annual reports for the years ended 2000 and 2001 were audited by Arthur Andersen
LLP, the former public accountants of the Fund.

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 contracts. Securities purchased and sold on behalf of the Fund
normally will be traded in the over-the-counter market on a net basis (i.e.
without commission) through dealers acting for their own account and not as
brokers or otherwise through transactions directly with the issuer of the
instrument. The cost of securities purchased from underwriters includes an
underwriter's commission or concession, and the prices at which securities are
purchased and sold from and to dealers include a dealer's markup or markdown.
Pioneer normally seeks to deal directly with the primary market makers unless,
in its opinion, better prices are available elsewhere. Some securities are
purchased and sold on an exchange or in over-the-counter transactions conducted
on an agency basis involving a commission. Pioneer seeks to obtain the best
execution on portfolio trades. The price of securities and any commission rate
paid are always factors, but frequently not the only factors, in judging best
execution. In selecting brokers or dealers, Pioneer considers various relevant
factors, including, but not limited to, the size and type of the transaction;
the nature and character of the markets for the security to be purchased or
sold; the execution efficiency, settlement capability and financial condition of
the dealer; the dealer's execution services rendered on a continuing basis; and
the reasonableness of any dealer spreads. Transactions in non-U.S. equity
securities are executed by broker-dealers in non-U.S. countries in which
commission rates may not be negotiable (as such rates are in the U.S.).
         Pioneer may select broker-dealers that provide brokerage and/or
research services to the Fund and/or other investment companies or other
accounts managed by Pioneer over which it or its affiliates exercise investment
discretion. In addition, consistent with Section 28(e) of the Securities
Exchange Act of 1934, as amended, if Pioneer determines in good faith that the
amount of commissions charged by a broker-dealer is reasonable in relation to
the value of the brokerage and research services provided by such broker, the
Fund may pay commissions to such broker-dealer in an amount greater than the
amount another firm may charge. Such services may include advice concerning the
value of securities; the advisability of investing in, purchasing or selling
securities; the availability of securities or the purchasers or sellers of
securities; providing stock quotation services, credit rating service
information and comparative fund statistics; furnishing analyses, electronic
information services, manuals and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy, and performance 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 has entered into third-party brokerage and/or expense offset
arrangements to reduce the Fund's total operating expenses. Pursuant to
third-party brokerage arrangements, certain of the funds that invest primarily
in U.S. equity securities may incur lower custody fees by directing brokerage to
third-party broker-dealers. Pursuant to expense offset arrangements, the Fund
incurs lower transfer agency expenses by maintaining its cash balances with the
custodian.

DISTRIBUTION SERVICE FEE
         The Fund has adopted with regard to its class A shares a distribution
plan (the "Plan") in accordance with Rule 12b-1 under the Investment Company Act
of 1940. Pursuant to this Plan certain distribution fees are paid to the main
distributor.

                                                                              44
<PAGE>

         Pursuant to this Plan, the Fund reimburses Pioneer Funds Distributor,
Inc. for its actual expenditures to finance any activity primarily intended to
result in the sale of fund shares or to provide services to fund shareholders,
provided the categories of expenses for which reimbursement is made are approved
by the Fund's Board of Trustees.
         As of the date of this prospectus, the Board of Trustees of the Fund
has approved payment of a distribution service fee of a maximum of 0.25% per
annual of the average daily net assets. The trustees review the appropriateness
of the fee on a quarterly basis.
         No interested person of the Fund, nor any Trustee of the Fund who is
not an interested person of the Fund, has any direct or indirect financial
interest in the operation of the Plans except to the extent that PFD and certain
of its employees may be deemed to have such an interest as a result of receiving
a portion of the amounts expended under the Plans by the Fund and except to the
extent certain officers may have an interest in PFD's ultimate parent,
UniCredito Italiano.

COSTS FOR BUSINESS ACTIVITY OF THE FUND
The Fund bears the following costs resulting from its business activity:
(a)      charges and expenses for accounting as well as appraisal fee and
         overhead including, to the extent such services are performed by
         personnel of Pioneer, or its affiliates, office rent, personnel
         compensation, training and performance incentive payments;
(b)      the charges and expenses of auditors;
(c)      the charges and expenses of the custodian, the transfer agent, a
         shareholder servicing agency providing services to shareholders, the
         paying agents or any other agent appointed by the Fund;
(d)      issue and transfer taxes chargeable to the Fund in connection with
         securities transactions;
(e)      insurance premiums, interest charges, dues and fees for membership in
         trade associations, taxes and all other fees payable to federal and
         state governments and its governmental agencies;
(f)      fees and expenses involved in registering and maintaining registrations
         - of the shares in the Fund with the Securities and Exchange Commission
         (SEC)(Regulatory Agency) and in states, territories and foreign
         countries, including the preparation of prospectuses and statements of
         additional information for filing with the competent regulatory
         agencies;
(g)      all expenses of shareholders' and trustees' meetings and of preparing,
         printing and distributing prospectuses, notices, proxy statements and
         reports to shareholders and to governmental agencies;
(h)      charges and expenses of legal counsel to the Fund and the Trustees;
(i)      distribution service fees in accordance with Rule 12b-1 promulgated by
         the SEC pursuant to the Investment Company Act of 1940; (j)
         compensation and expenses of those trustees who are not affiliated with
         Pioneer, the relative fund (other than as trustees),
         Pioneer Investment Management USA, Inc. or Pioneer Funds Distributor,
         Inc.;
(k)      the cost of preparing and printing share certificates;
(l)      interest on borrowed money, if any
(m)      any other expense that the Fund, Pioneer or any other agent of the fund
         may incur (A) as a result of a change in the law or regulations, (B) as
         a result of a mandate from the Board of Trustees with associated costs
         of a character generally assumed by similarly structured investment
         companies or (C) that is similar to the expenses listed above, and that
         is approved by the Board of Trustees (including a majority of the
         Independent Trustees) as being an appropriate expense of the Fund.

         In addition the Fund pays all brokers' commissions in connection with
securities transactions.

         The following table shows you the fees and expenses you as shareholder
have to bear directly or indirectly if you invest in the Fund.

Shareholder expenses
(Expenses will be retained from your amount invested or redemption proceeds)

<TABLE>
<CAPTION>
                                                  Pioneer Fund
                                                  ------------
<S>                                                  <C>
Maximum sales charge when you buy shares (1)         5.75%
Maximum deferred sales charge (1)                     None
</TABLE>

(1)      Purchases of USD 1,000,000 million or more are not subject to an
         initial sales charge. When redeeming fund shares a contingent deferred
         sales charge of 1% may be imposed. See "Redemption of Shares" in this
         prospectus.

                                                                              45
<PAGE>

Operating expenses of the Fund paid during the last business year from the
assets of the Fund (as a percentage of average daily net assets)
<TABLE>
<CAPTION>
                                       Pioneer Fund
                                       ------------
<S>                                       <C>
Management fee (2)                        0.53%
Distribution and service fee              0.25%
Other expenses                            0.28%
Total annual operating expenses(3)        1.06%
</TABLE>

(2)      The Fund pays a management  fee which ranges from 0.50% to 0.70% of the
         average daily net assets based on the  performance  of the Fund.
(3)      The Fund's total annual operating expenses in the table have not been
         reduced by any expense offset arrangements.

Example:
         If your investment amounts to USD 10,000 and has an assumed annual
return of 5% each year, you will have to pay the following fees and expenses,
with or without redemption at the end of each period.
<TABLE>
<CAPTION>
                        Pioneer
                          Fund

<S>                    <C>
1 year                  USD 677
3 years                 USD 893
5 years                USD 1,126
10 years               USD 1,795
</TABLE>

         The above example assumes reinvestment of all dividends and
distributions and the fact that the percentages outlined under "annual operating
expenses" stay the same every year.
         The example is given for information purposes only and should not be
regarded as binding statement on past or future expenses or income. The actual
expenses and income of the Fund fluctuate from year to year and may be higher or
lower than shown in this table.

PUBLICATIONS
         The Fund publishes the issue and redemption prices daily in, among
others, the following newspapers:

         Federal Republic of Germany
         Handelsblatt

         Republic of Austria
         Der Standard

         Shareholders are advised that the published prices under usual
circumstances are those of the previous dealing day. They do not constitute an
offer by the Fund to redeem the shares at the published prices.

DIVIDENDS, DISTRIBUTIONS AND TAXATION
         The Fund intends to qualify each year as a "tax-privileged investment
fund" under the prevailing version of Subchapter M of the Internal Revenue Code
of 1986 ("the Act") so that it will not pay federal income taxes on income and
capital gains distributed to shareholders.
         The Fund will generally distribute its dividends quarterly in March,
June, September and December; the distribution of short-term and long-term
capital gains will take place in November.
         To maintain its status as tax-privileged investment fund, the Fund
reserves the right to make distributions at other times.
         Unless shareholders specify otherwise, all distributions of the Fund
will be automatically reinvested in additional full and fractional shares of the
fund concerned without any sales charge.
         Please note that the following explanations only give a rough idea of
complicated tax laws, only serving the purpose of giving you an overview.

U.S. Federal Backup Tax
         Capital gains and dividend distributions, the proceeds from redemptions
of fund shares and other amounts paid to individuals and other non-exempt payees
will be subject to a maximum federal backup tax of

                                                                              46
<PAGE>

28% if the Fund is not provided with the U.S. taxpayer identification number of
the shareholder or the W-8BEN declaration stating that the shareholder is not
subject to this backup tax. The first W-8BEN declaration should be completed in
the respective section of the subscription form. The W-8BEN declaration will
expire on December 31 of the third year. If shareholders do not receive a new
W-8BEN form from Pioneer prior to expiration, they should contact the
shareholders servicing agent immediately. In any case, it is the sole
responsibility of the shareholders to make all declarations in connection with
the federal backup-tax accurately andin time.
         Shareholders should consult their own tax advisers regarding state,
local, non-U.S. and other applicable tax laws.

U.S. Withholding Tax
         Pursuant to Article X of the August 21, 1991 version of the agreement
between the Federal Republic of Germany and the United States of America for the
purpose of avoiding double taxation with regard to taxes imposed on income, the
U.S. will impose a withholding tax in the amount of 15% on distributions of
dividends, interest and short-term capital gains of the fund to individuals
resident in the Federal Republic of Germany or in the Republic of Austria.
Distributions of realized long-term capital gains will not be subject to
withholding tax.

Taxation in Austria
         Incomes similar to distributions have to be paid tax on by investors
taxable in Austria, whereas only 20% of the substantial earnings included in the
incomes similar to distribution are taxable, as far as the shares are part of
the private means. We expressly point to the fact that this explanation of tax
treatment is only an abridgment of the legal provisions. We advise the investors
to contact their tax advisor with respect to their individual tax situation.

SUPERVISION
Federal Republic of Germany
         The Fund is neither subject to supervision by the Federal Banking
Supervisory Office nor any other state supervision by a German agency. However
notification of the intention of selling shares of the funds in the Federal
Republic of Germany has been given to the Federal Banking Supervisory Office in
accordance with ss.7 of the Foreign Investment Act. The existing rights of
distribution continue according to Sec. 144 (2) sentence 1 Investment Act after
the introduction of the Investment Act on 1 January 2004.

Republic of Austria
         The Fund is neither subject to supervision by the Financial Market
Supervisory Authority nor any other state supervision by an Austrian agency.
         Notification of the intention of selling Fund shares in the Republic of
Austria has been given to the Financial Market Supervisory Authority in
accordance with the Investment Fund Act.

United States of America
         Notification of the Fund has been given to the Securities and Exchange
Commission (SEC) in the United States of America. However, the shares have not
been approved or disapproved by the SEC or any other U.S. authority nor has any
such authority checked the accuracy or adequacy of this Prospectus. Any
representation to the contrary is a criminal offense.

JURISDICTION
Federal Republic of Germany
         The jurisdiction for claims against the Fund, the manager or the main
distributor, being involved in the distribution of fund shares in the Federal
Republic of Germany, is Hamburg. The statement of complaint and any other
documents may be served to the representative.

Republic of Austria
         The jurisdiction for claims against the Fund, the manager or the main
distributor, being involved in the distribution of fund shares in the Republic
of Austria, is Vienna. The statement of complaint and any other documents may be
served to the representative.

RIGHT OF REVOCATION
Federal Republic of Germany
         If the purchase of investment shares was brought about as a result of
verbal negotiations outside the permanent place of business of whoever sold or
mediated the sale of the shares without the purchaser having

                                                                              47
<PAGE>

asked the seller or agent to enter into such negotiations, the purchaser is
entitled, pursuant to ss.126 of the Investment Act to cancel his purchase
statement (Right of Revocation).
         The revocation has to be effected in writing toward the Fund or its
Representatives within a period of two weeks. The period will start to run with
the declaration of the purchase statement, but no earlier than with the
unrequested offer of the prospectus free of charge. The time limit is granted if
the revocation is dispatched in time.
         The right of revocation does not apply if a person engaged in business
acquired the shares for his business assets.
         If the buyer has already made payment before the revocation, upon
return of the purchased shares, the fund shall provide
reimbursement for the value of the paid shares on the day following receipt of
the revocation and the paid costs. The "paid costs" correspond to the offering
costs.

Republic of Austria
         For Austrian  investors  Sections 3 and 3a Consumer  Protection Act
apply along with Section 12 of the Securities  Supervision
Act.
         If the client is a customer in the legal sense of the Consumer
Protection Act and if he has not declared his contractual statement in the
permanent places of business of the investment company or the person who has
sold or negotiated the shares, he may cancel his contractual statement or the
contract according to Sec. 3 Consumer Protection Act. The revocation may be
declared until the contract is concluded or afterwards within one week. The
period will start with the disbursement of a document containing at least the
name and address of the seller, the details required for identification of the
contract as well as the instruction to the right of revocation, at earliest with
the conclusion of the contract.
         To be legally effective the revocation has to be made in written.
Thereby it is sufficient if the consumer is returning a document, which contains
his or the investment company's contractual statement, to the investment company
or its agent with a notation, which shows that the consumer is refusing the
conclusion or the maintenance of the contract.

REPRESENTATIVE IN THE FEDERAL REPUBLIC OF GERMANY
         Roland Baum
         Alte Rabenstrasse 2
         20148 Hamburg

         acts as representative of the Fund in the Federal Republic of Germany
pursuant to ss. 138 of the Investment Act.
         The  representative  represents the Fund in and out of court. He is
authorized to receive  documents  intended for the Manager and the Main
Distributor.
         Place of jurisdiction for actions to be brought against the Fund, the
Manager or the Main Distributor relating to sales of shares in the Federal
Republic of Germany is Hamburg.

REPRESENTATIVE IN THE REPUBLIC OF AUSTRIA
         Bank Austria Creditanstalt AG
         Am Hof 2
         D-1010 Vienna

         acts as representative of the Fund in the Republic of Austria.
         The representative represents the Fund in and out of court. He is
authorized to receive documents intended for the manager and the main
distributor.
         Place of jurisdiction for actions to be brought against the Fund, the
Manager or the Main Distributor relating to sales of shares in the Republic of
Austria is Vienna.

DESCRIPTION OF FUND SHARES
Legal form and right to shares
         The Fund is open-end investment funds which are independent of each
other, in the legal form of a Delaware statutory trust. As an open-end
investment funds, the Fund is obliged to offer continuously its shares to the
public and under normal conditions to redeem the shares upon the demand of a
shareholder after having received payment of the net asset value of the shares.
The Fund was created for an indefinite period.
         If the shares are purchased and paid in accordance with this
prospectus, they are fully-paid and are not subject to any additional funding
obligation. The transfer agent registers the shares, which are registered
shares, by book transfer and does not normally issue any certificates.
         The share capital of the Fund is at all times equal to its net assets.

                                                                              48
<PAGE>

         The Declaration of Trust of the Fund permit the Board of Trustees to
issue an unlimited number of shares and fractional shares, which may be divided
into different series and classes of shares. The Trustees may, however,
establish additional series of shares and may divide or combine the shares into
a greater or lesser number of shares without thereby changing the proportionate
beneficial interests in the fund. The Declaration further authorizes the
Trustees to classify or reclassify any series of the shares into one or more
classes.The Fund is divided into six classes of shares designated as class A,
class B, class C, class R, class Y and Investor Class. In Germany and Austria
only class A shares are available.
         Each share in the Fund has equal rights as to voting, dividends,
liquidation proceeds and claim to redemption.
         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 fees and votes
separately with respect to the Rule 12b-1 Plans.
         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 the Fund is not required to hold annual shareholder
meetings, under certain circumstances the shareholders have the right to call
special meetings for the purpose of electing or removing Trustees or passing
other resolutions as provided by the Declaration of Trust.
         The shares of each series of the Fund are entitled to vote  separately
to approve investment advisory agreements or changes in investment restrictions,
but shareholders of all series vote together in the election and selection of
Trustees and accountants. Shares of all series of the fund vote together as a
class on matters that affect all series of the Fund in substantially the same
manner. As to matters affecting a single series or class, shares of such series
or class will vote separately. No amendment adversely affecting the rights of
shareholders may be made to the Declaration without the affirmative vote of a
majority of the Fund's shares. Shares have no pre-emptive or conversion rights.
         As a Delaware statutory trust, the Fund's operations are governed by
the Declaration. A copy of the Fund's Certificate of Trust, dated May 1, 1996,
is on file with the office of the Secretary of State of Delaware.
         According to the law of Delaware, shareholders in the Fund are not
liable for the obligations of these funds. However, it cannot be excluded that
the funds are sued in a state refusing the application of the law of Delaware so
that the shareholders could be held personally liable.
In order to avoid the risk of personal liability the Declaration of Trust of the
Fund (i) contains an express disclaimer of shareholder liability for acts or
obligations of the Fund and provides that notice of such disclaimer may be given
in each agreement, obligation or instrument entered into or executed by the Fund
or its Trustees, (ii) provides for the indemnification out of Fund property of
any shareholders held personally liable for any obligations of the Fund or any
series of the Fund and (iii) provides that the Fund shall, upon request, assume
the defense of any claim made against any shareholder for any act or obligation
of the Fund and satisfy any judgment thereon. Thus, the risk of a shareholder
incurring financial loss beyond his or her investment because of shareholder
liability is limited to circumstances in which all of the following factors are
present: (1) a court refused to apply Delaware law; (2) the liability arose
under tort law or, if not, no contractual limitation of liability was in effect;
and (3) the fund itself would be unable to meet its obligations. In light of
Delaware law, the nature of the fund's business and the nature of its assets,
the risk of personal liability to a fund shareholder is remote.
     In addition the Declaration provides that a shareholder of the Fund may
bring a derivative action on behalf of the Fund only if the following conditions
are met: (a) shareholders eligible to bring such derivative action under
Delaware law who hold at least 10% of the outstanding shares of the Fund, or 10%
of the outstanding shares of the series or class to which such action relates,
shall join in the request for the Trustees to commence such action; and (b) the
Trustees must be afforded a reasonable amount of time to consider such
shareholder request and investigate the basis of such claim. The Trustees shall
be entitled to retain counsel or other advisers in considering the merits of the
request and shall require an undertaking by the shareholders making such request
to reimburse the Fund for the expense of any such advisers in the event that the
Trustees determine not to bring such action.
      The Declaration further provides that the Fund shall indemnify each of its
Trustees and officers against liabilities and expenses reasonably incurred by
them in connection with, or arising out of, any action, suit or proceeding,
threatened against or otherwise involving such Trustee or officer, directly or
indirectly, by reason of being or having been a Trustee or officer of the Fund.
This does not apply if the Trustee or officer would otherwise be subject by
reason of or for willful misfeasance, bad faith, gross negligence or reckless
disregard of such person's duties.

NET ASSET VALUE AND DETERMINATION OF OFFERING PRICES
         Shares of the Fund are sold at the offering price, which is the net
asset value per share plus the applicable sales charge. The net asset value per
share is determined for the Fund by dividing the value of its assets, less
liabilities, by the number of shares outstanding. In principle the net asset
value is calculated once

                                                                              49
<PAGE>

daily, on each day the New York Stock Exchange is open
for business, as of the close of regular trading hours on the Exchange (normally
4:00 p.m. Eastern U.S. 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 may use 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 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 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 value of any 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 debt 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.
         Orders for the purchase, exchange and redemption of shares which are
received by the transfer agent of the Fund prior to the close of regular trading
hours on the exchange (currently 4:00 p.m. Eastern U.S. time) will be executed
at the net asset value per share (plus sales charge, if any) determined at the
close of regular trading hours on the exchange on that day. This requires
generally that the request is received by Pioneer Global Investments Limited,
German branch, in Hamburg in good order by 5:00 p.m. Central European time.
Please note that public holidays in the U.S. may differ from those in Germany.
Orders received by Pioneer Global Investments Limited, German branch after 5:00
p.m. Central European Time or by the transfer agent following the close of
regular trading hours on the exchange will usually be executed at the net asset
value per share (plus sales charge, if any) calculated at the close of regular
trading hours on the exchange on the following business day.
         The Fund reserves the right in its sole discretion to withdraw all or
any part of the offering of shares when, in the judgment of the Fund's
management, such withdrawal is in the best interest of the Fund.

EXAMPLE OF COMPUTATION OF THE PUBLIC OFFERING PRICE
         The net asset value of USD 5,114,963 divided by the number of issued
fund shares (247,541,206) gives the net asset value per share of USD 20.66 which
corresponds to the redemption price per share.
         The net asset value per share plus a sales charge of 6.10% of the net
asset value per share (USD 1.26) gives the offered price per share of USD 21.92.

SELECTED DATA PER SHARE
         The information below has been audited by Ernst & Young LLP,
independent registered public accounting firm, in connection with the Fund's
financial statements whose report together with the Fund's financial statements
are included in the annual report. The information below for the fiscal years
2000 and 2001 has been audited by Arthur Andersen LLP, the previous independent
accountants. The data below should be read in connection with the financial
statements included in the annual reports.

<TABLE>
<CAPTION>

      For the year ended 31 December

                                         2004           2003          2002           2001           2000
<S>                                     <C>           <C>            <C>           <C>            <C>
Net asset value, beginning of period    $38.00        $30.76         $38.87        $44.26         $47.60
Increase (decrease) from

</TABLE>
                                                                              50
<PAGE>
<TABLE>
<CAPTION>
investment operations
<S>                                      <C>           <C>         <C>           <C>           <C>
Net investment income (loss)             $0.35         $0.28        $0.27         $0.18         $0.16
Realized and unrealized gain (loss)
on investments and foreign currency      $4.05         $7.24       $(8.12)       $(5.11)       $(0.14)
transactions
Total increase (decrease) from           $4.40         $7.52       $(7.85)       $(4.93)        $0.02
investment operations
Distributions to shareholders from
Net investment income                   $(0.34)       $(0.28)      $(0.26)       $(0.16)       $(0.12)
Net realized capital gains                  -            -            -          $(0.30)       $(3.24)
Net increase (decrease) in net           $4.06        $ 7.24       $(8.11)       $(5.39)        $3.34
asset value
Net asset value, end of period          $42.06        $38.00       $30.76         $38.87       $44.26
Total return*                            11.64%        24.58%      (20.26)%      (11.13)%       0.12%
Ratios/Supplemental Data
Ratio of net expenses to average          1.06%         1.09%       1.11%         1.14%         1.11%
net assets**
Ratio of net investment income            0.90%         0.86%       0.75%         0.43%         0.31%
(loss) to average net assets**
Portfolio-turnover rate                    14%            6%          7%           6%            20%
Net assets (in thousands), end of     $ 5,626,270   $ 5,370,888   $4,584,649   $6,140,520    $6,645,954
period
Ratios assuming reduction for fees
paid indirectly
Net expenses                              1.06%         1.09%        1.10%        1.13%         1.09%
Net investment income (loss)              0.90%         0.86%        0.76%        0.44%         0.33%
</TABLE>

*  Assumes initial investment at net asset value at the beginning of each
   period, reinvestment of all dividends and distributions as well as the
   complete redemption of the investment at the net asset value at the end of
   each period and no sales charges. Total return would be reduced if sales
   charges were taken into account.
** Ratio assuming no reduction for fees paid indirectly.


                                                                              51
<PAGE>



PART B - FEATURES OF THE FUND (INVESTMENT OPERATIONS, INVESTMENT RESTRICTIONS,
INVESTMENT RISKS)

I. Investment Restrictions

         Fundamental restrictions
         The Fund has adopted certain fundamental investment restrictions which
may not be changed without the affirmative vote of the holders of a majority of
the outstanding voting securities of the fund. Statements in italics are not
part of the restriction. For this purpose, a majority of the outstanding shares
means the vote of the lesser of:

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

         Pursuant to these restrictions, 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
         shares of investment companies), if (a) such purchase would cause more
         than 5% of the Fund's total assets, taken at market value, to be
         invested in the securities of such issuer, or (b) such purchase would
         at the time result in more than 10% of the outstanding voting
         securities of such issuer being held by the Fund.
(7)      Act as an  underwriter,  except insofar as the Fund  technically  may
         be deemed to be an  underwriter  in connection  with the purchase or
         sale of its portfolio securities.
(8)      Concentrate its investments in securities of companies in any
         particular industry. In the opinion of the SEC, investments are
         concentrated in a particular industry if such investments aggregate 25%
         or

                                                                              52
<PAGE>
         more of the Fund's total assets. When identifying industries for
         purposes of its concentration policy, the Fund may rely upon available
         industry classifications. As of the date of this prospectus, 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 restrictions have 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-diversification. This restriction does not apply to a plan of
         merger or consolidation with or acquisition of substantially all the
         assets of such other pool of assets;
(ii)     Purchase or sell real estate, or any interest therein, and real estate
         mortgage loans, except that the Fund may invest in securities of
         corporate or governmental entities secured by real estate or marketable
         interests therein or securities issued by companies (other than real
         estate limited partnerships, real estate investment trusts and real
         estate funds) that invest in real estate or interests therein;
(iii)    Borrow money in amounts exceeding 10% of the Fund's total assets
         (including the amount borrowed) taken at market value;
(iv)     Pledge, mortgage, hypothecate or otherwise encumber its assets except
         in connection with borrowings by the fund;
(v)      Purchase securities on margin or make short sales;
(vi)     Redeem its securities in-kind;
(vii)    Invest in interests in oil, gas or other mineral exploration or
         development leases or programs; or
(viii)   Invest in participations of venture capital or private equity funds.

         Further, as long as the Fund is registered in Switzerland, the Fund may
not, under the laws of that country without the prior approval of its
shareholders:

(a)      Purchase gold or silver bullion, coins or other precious metals or
         purchase or sell futures contracts or options on any such precious
         metals;
(b)      Invest more than 10% of its total assets in the securities of any one
         issuer; provided, however, that this restriction does not apply to cash
         items and U.S. government securities;
(c)      Write (sell) uncovered calls or puts or any combination thereof or
         purchase,  in an amount exceeding 5% of its assets,  calls, puts,
         straddles, spreads or any combination thereof; or
(d)      Invest more than 5% of its total  assets in  financial  instruments
         that are used for  non-hedging  purposes and which have a leverage
         effect.

         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 the 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 objectives, 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

                                                                              53
<PAGE>

fund is registered in the Federal Republic of Germany, Austria or Switzerland,
the Fund will adhere to the relevant restrictions of those countries.
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
                                                             If registered in the U.S.,
         Category of             If registered in the U.S.       Federal Republic of       If registered in the U.S.
    investment restriction                 only                Germany and/or Austria           and Switzerland
----------------------------------------------------------------------------------------------------------------------
<S>                             <C>                          <C>                          <C>
Senior securities               Fundamental restriction      Fundamental restriction      Fundamental restriction
                                no. 1 applies                no. 1 applies                no. 1 applies
----------------------------------------------------------------------------------------------------------------------
Borrowing                       Fundamental restriction      Non-fundamental              Non-fundamental
                                no. 2 applies                restriction no. (iii)        restriction no. (iii)
                                                             applies                      applies
----------------------------------------------------------------------------------------------------------------------
Investments in real estate      Fundamental restriction      Non-fundamental              Non-fundamental
                                no. 3 applies                restriction no. (ii)         restriction no. (ii)
                                                             applies                      applies
----------------------------------------------------------------------------------------------------------------------
Lending                         Fundamental restriction      Fundamental restriction      Fundamental restriction
                                no. 4 applies                no. 4 applies                no. 4 applies
----------------------------------------------------------------------------------------------------------------------
Commodities and 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   Non-fundamental              Non-fundamental
equity funds                                                 restriction (viii) applies   restriction (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>

II. INVESTMENT TRANSACTIONS AND INVESTMENT RISKS

         The following investment transactions and their related risks will be
accepted by the Fund, unless expressly stated otherwise.

Restricted marketable and 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 (Securities Act of 1933) are considered illiquid unless they are
eligible for resale pursuant to Rule 144A or another exemption from the
registration requirements according to the Securities Act of 1933 and are
determined to be liquid by Pioneer. Pioneer determines the liquidity of Rule
144A and other restricted marketable 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

                                                                              54
<PAGE>

exception from registration under the Securities Act of 1933, such as Rule 144A,
it may be deemed to be acting as an underwriter and subject to liability under
the Securities Act of 1933.

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

Debt Securities Selection
         In selecting fixed income securities for the Funds, Pioneer gives
primary consideration to the relevant Fund's investment objective, the
attractiveness of the market for debt securities given Pioneer's outlook for the
equity markets and the Fund's liquidity requirements. Once Pioneer determines to
allocate a portion of the Fund's assets to debt securities, Pioneer regularly
focuses on short-term financial 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 which are not present when
investing in corporate debt obligations. The non-U.S. issuer of the sovereign
debt or the non-U.S. governmental authorities that control the repayment of the
debt may be unable or unwilling to repay principal or interest when due, and the
Fund may have limited recourse in the event of a default. During periods of
economic uncertainty, the market prices of sovereign debt may be more volatile
than prices of U.S. debt issues. In the past, certain non-U.S. countries have
encountered difficulties in servicing their debt obligations, withheld payments
of principal and interest and declared moratoria on the payment of principal and
interest on their sovereign debt.
         A sovereign debtor's willingness or ability to repay principal and pay
interest in a timely manner may be affected by, among other factors, its cash
flow situation, the extent of its foreign currency reserves, the availability of
sufficient foreign exchange, the relative size of the debt service burden, the
sovereign debtor's policy toward principal international lenders and local
political constraints. Sovereign debtors may also be dependent on expected
disbursements from foreign governments, multilateral 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 which are recommended for investment
are those rated "BBB" or higher by Standard & Poor's or the equivalent rating of
other national 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 objectives and policies.
         Below investment grade debt securities are those rated "BB" and below
by Standard & Poor's or the equivalent rating of other national statistical
rating organizations. In general, the Fund may only invest in debt securities
rated at least "C".
         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

                                                                              55
<PAGE>

payments. Changes in economic conditions are more likely to lead to a weakened
capacity to make principal payments and interest payments.
         The amount of junk bond securities outstanding has proliferated as an
increasing number of issuers have used junk bonds for corporate financing. An
economic downturn could severely affect the ability of highly leveraged issuers
to service their interest payment obligations or to repay their debts 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 value to the extent
that the Fund invests in such securities. In addition, the Fund may incur
additional expenses to the extent they are required to seek recovery in payment
of principal or interest on its portfolio holdings.
         The secondary market for junk bond 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 junk bond 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 debt securities of medium to low quality of the type in which
the funds may invest a portion of their 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.
         Medium to low 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, medium to low rated
securities generally involve greater risks of loss of income and principal than
higher rated securities. Pioneer will attempt to reduce these risks through
portfolio diversification and by analysis of each issuer and its ability to make
timely payments of income and principal, as well as broad economic trends and
corporate developments.

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

                                                                              56
<PAGE>

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 forego the purchase of
additional income producing assets with these funds. Zero coupon U.S. government
securities include STRIPS and CUBES, which are issued by the U.S. Treasury as
component parts of U.S. Treasury bonds and represent scheduled interest and
principal payments on the bonds.

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

Risks of Non-U.S. Investments
         To the extent that the Fund invests in the securities of non-U.S.
issuers, those investments involve considerations and risks not typically
associated with investments in securities of issuers in the U.S. These risks are
heightened with respect to investments in countries with emerging markets and
growing economies. The risks of investing in securities of non-U.S. issuers or
issuers with significant exposure to non-U.S. markets may be related, among
other things, to (i) differences in size, liquidity and volatility of, as well
as 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) negative
economic, political and social factors; and (iii) unfavorable foreign exchange
conditions, 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 non-U.S. countries, particularly emerging markets, are expected to
undergo significant evolution and rapid development, and such countries may lack
the social, political and economic stability characteristic of more developed
countries.

Investments in Emerging Markets
The Fund may invest in securities of issuers in countries with emerging
economies or securities markets. Emerging economies or securities markets will
generally include, but not be limited to, countries included in the MSCI
Emerging Markets Free Index. The Fund will generally focus on emerging markets
that do not impose unusual trading requirements which tend to 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 frequently 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 markets, 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 a 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 involvements in
political and economic decision making; (ii) popular unrest associated with
demands for improved economic, political and social conditions; (iii) internal
insurgencies; (iv) hostile relations with neighboring countries; and (v) ethnic,
religious and racial disaffection and conflict. Such economic, political and
social instability could significantly disrupt the financial markets in such
countries and the ability of the issuers in such countries to repay their
obligations. Investing in emerging 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

                                                                              57
<PAGE>

event of such expropriation, nationalization or other confiscation in any
emerging country, a 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 non-U.S. 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 non-U.S. 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 and social developments may also affect the
values of the Fund's investments and the availability to the fund of additional
investments in such countries. In the past, the economies, securities and
currency markets of many emerging markets have experienced significant
disruption and declines. There can be no assurances that these might not occur
again.
         Economies in emerging 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 international
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, a fund's investment
performance may be significantly affected, either positively or negatively, by
currency exchange rates because the U.S. dollar value of securities quoted or
denominated in another currency will increase or decrease in response to changes
in the value of such currency in relation to the U.S. dollar.

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

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

Investments in Depositary Receipts
         The Fund may hold securities of non-U.S. issuers in the form of
American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"),
Global Depositary Receipts ("GDRs") and other similar instruments. Generally,
ADRs in registered form are designed for use in U.S. securities markets, and
EDRs and GDRs and other similar global instruments in bearer form are designed
for use in non-U.S. securities markets.
         ADRs are denominated in U.S. dollars and represent an interest in the
right to receive securities of non U.S. issuers deposited in a U.S. bank or
correspondent bank. ADRs do not eliminate all the risk inherent in investing in
the securities of non-U.S. issuers. However, by investing in ADRs rather than
directly in equity securities of non-U.S. issuers, the funds will avoid currency
risks during the settlement period for either purchases

                                                                              58
<PAGE>

or sales. EDRs and GDRs are not necessarily denominated in the same currency as
the underlying securities which they represent.
         For purposes of the Fund's investment policies, investments in ADRs,
GDRs and similar instruments will be deemed to be investments in the underlying
equity securities of non-U.S. issuers. The Fund may acquire 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 1940 Act, as amended. Under the
1940 Act, the fund may not acquire the securities of other domestic or non-U.S.
investment companies if, as a result, (i) more than 10% of the Fund's total
assets would be invested in securities of other investment companies, (ii) such
purchase would result in more than 3% of the total outstanding voting securities
of any one investment company being held by the Fund, or (iii) more than 5% of
the Fund's total assets would be invested in any one investment company. These
limitations do not apply to the purchase of shares of any investment company in
connection with a merger, consolidation, reorganization or acquisition of
substantially all the assets of another investment company. The Fund may invest
in money market funds managed by Pioneer in reliance on an exemptive order
granted by the SEC. The Fund, as a holder of the securities of other investment
companies, will bear its pro rata portion of the other investment companies'
expenses, including advisory fees. These expenses are in addition to the direct
expenses of the Fund's own operations.

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

Repurchase Agreements
         The Fund may enter into repurchase agreements with broker-dealers,
member banks of the Federal Reserve System and other financial institutions.
Repurchase agreements are arrangements under which the Fund purchases securities
and the seller agrees to repurchase the securities within a specific time and at
a specific price. The repurchase price is generally higher than the Fund's
purchase price, with the difference being income to the Fund. Under the
supervision 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 relevant 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

                                                                              59
<PAGE>

transaction. The Fund may not be seeking to achieve the capital growth portion
of its investment objective when investing in repurchase agreements, which
produce ordinary income.

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

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

Asset Segregation
         The 1940 Act, as amended, requires that the Fund segregates assets in
connection with certain types of transactions that may have the effect of
leveraging the 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 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.

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

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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 relevant fund invests as a hedge against
possible variations in the foreign exchange rates between these currencies and
the U.S. dollar. This is accomplished through contractual agreements to purchase
or sell a specified currency at a specified future date and price set at the
time of the contract.
         Transaction hedging is the purchase or sale of forward foreign currency
contracts with respect to specific receivables or payables of the Fund, accrued
in connection with the purchase and sale of its portfolio securities quoted in
foreign currencies. Portfolio hedging is the use of forward foreign currency
contracts to offset portfolio security positions denominated or quoted in such
foreign currencies. There is no guarantee that the Fund will be engaged in
hedging activities when adverse exchange rate movements occur. The Fund will not
attempt to hedge all of its foreign portfolio positions and will enter into such
transactions only to the extent, if any, deemed appropriate by Pioneer.
         Hedging against a decline in the value of a currency does not eliminate
fluctuations in the prices of portfolio securities or prevent losses if the
prices of such securities decline. Such transactions also limit the opportunity
for gain if the value of the hedged currency should rise. Moreover, it may not
be possible for the Fund to hedge against a devaluation that is so generally
anticipated that the Fund is not able to contract to sell the currency at a
price above the devaluation level it anticipates.
         The cost to the Fund of engaging in foreign currency transactions
varies with such factors as the currency involved, the size of the contract, the
length of the contract period, differences in interest rates between the two
currencies and the market conditions then prevailing. Since transactions in
foreign currency and forward contracts are usually conducted on a principal
basis, no fees or commissions are involved. The Fund may close out a forward
position in a currency by selling the forward contract or by entering into an
offsetting forward contract.
         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 a fund's portfolio securities against a decline in the
value of a currency does not eliminate fluctuations in the underlying prices of
the securities. It simply establishes a rate of exchange which the Fund can
achieve at some future point in time. The precise projection of short-term
currency market movements is not possible, and short-term hedging provides a
means of fixing the U.S. dollar value of only a portion of the Fund's foreign
assets.
         While the Fund will enter into forward contracts to reduce currency
exchange rate risks, transactions in such contracts involve certain other risks.
While the Fund may benefit from such transactions, unanticipated changes in
currency prices may result in a poorer overall performance for the Fund than if
it had not engaged in any such transactions. Moreover, there may be imperfect
correlation between the Fund's portfolio holdings of securities quoted or
denominated in a particular currency and forward contracts entered into by the
Fund. Such imperfect correlation may cause the Fund to sustain losses which will
prevent the Fund from achieving a complete hedge or expose the Fund to risk of
foreign exchange loss.
         Over-the-counter markets for trading foreign forward currency contracts
offer less protection against defaults than is available when trading in
currency instruments on an exchange. Since a forward foreign currency exchange
contract is not guaranteed by an exchange or clearinghouse, a default on the
contract would deprive the Fund concerned 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, a 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 dollar
which is less than the market value of such currency. Such a purchase would
result in a gain that may offset, at least

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<PAGE>

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 a 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 forego all or a portion of the
benefits which might otherwise have been obtained from favorable movements in
currency exchange rates.
         A call option written on foreign currency by the Fund is "covered" if
the Fund owns the underlying foreign currency subject to the call, or if it has
an absolute and immediate right to acquire that foreign currency without
additional cash consideration. A call option is also covered if the Fund holds a
call on the same foreign currency for the same principal amount as the call
written where the exercise price of the call held is (a) equal to or less than
the exercise price of the call written or (b) greater than the exercise price of
the call written if the amount of the difference is maintained by the Fund in
cash or liquid securities. See "Asset Segregation".
         The Fund may close out its position in a currency option by either
selling the option it has purchased or entering into an offsetting option. An
exchange-traded option 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
writer of a covered call option is unable to effect a closing purchase
transaction in a secondary market, it will not be able to sell the underlying
currency (or security quoted or denominated in that currency) until the option
expires or it delivers the underlying currency upon exercise.
         The Fund may purchase and write over-the-counter options to the extent
consistent with its limitation on investments in illiquid securities. Trading in
over-the-counter options is subject to the risk that the other party will be
unable or unwilling to close out options purchased or written by the Fund.

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

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 are to realize greater income than would be realized on portfolio
securities transactions alone. However, the Fund may forego the opportunity to
profit from an increase in the market price of the underlying security.
         A put option written by a fund would obligate the Fund to purchase
specified securities from the option holder at a specified price if the option
is exercised at any time before the expiration date. All put options written by
the Fund would be covered, which means that the Fund would have segregated
assets with a value at least equal to the exercise price of the put option. The
purpose of writing such options is to generate additional income

                                                                              62
<PAGE>

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
segregated 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 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.

                                                                              63
<PAGE>

         The Fund may purchase and sell both options that are traded on U.S. and
foreign exchanges and options traded over the counter with broker-dealers who
make markets in these options. The ability to terminate over-the-counter options
is more limited than with exchange-traded options and may involve the risk that
broker-dealers participating in such transactions will not fulfill their
obligations. Until such time as the staff of the SEC changes its position, the
Fund will treat purchased over-the-counter options and all assets used to cover
written over-the-counter options as illiquid securities, except that with
respect to options written with primary dealers in U.S. government securities
pursuant to an agreement requiring a closing purchase transaction at a formula
price, the amount of illiquid securities may be calculated with reference to the
formula.
         Transactions by the Fund in options on securities and indices will be
subject to limitations established by each of the exchanges, boards of trade or
other trading facilities governing the maximum number of options in each class
which may be written or purchased by a single investor or group of investors
acting in concert. Thus, the number of options which the Fund may write or
purchase may be affected by options written or purchased by other investment
advisory clients of Pioneer. An exchange, board of trade or other trading
facility may order the liquidations of positions found to be in excess of these
limits, and it may impose certain other sanctions.
         The writing and purchase of options is a highly specialized activity
which involves investment techniques and risks different from those associated
with ordinary portfolio securities transactions. The successful use of
protective puts for hedging purposes depends in part on Pioneer's ability to
predict future price fluctuations and the degree of correlation between the
options and securities markets.
         The hours of trading for options may not conform to the hours during
which the underlying securities are traded. To the extent that the options
markets close before the markets for the underlying securities, significant
price movements can take place in the underlying markets that cannot be
reflected in the options markets. In addition to the risks of imperfect
correlation between the fund's portfolio and the index underlying the option,
the purchase of securities index options involves the risk that the premium and
transaction costs paid by the relevant fund in purchasing an option will be
lost. This could occur as a result of unanticipated movements in the price of
the securities comprising the securities index on which the option is based.

Futures Contracts and Options on Futures Contracts
         To hedge against changes in securities prices or currency exchange
rates or to seek to increase total return, the Fund may purchase and sell
various kinds of futures contracts and purchase and write (sell) call and put
options on any of such futures contracts. The Fund may also enter into closing
purchase and sale transactions with respect to any of such contracts and
options. The futures contracts may be based on various securities (such as U.S.
government securities), securities indices, foreign currencies and other
financial instruments and indices. All futures contracts entered into by a 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 foreign
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 the
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, seek 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

                                                                              64
<PAGE>

adversely affect the value of the Fund's portfolio securities. Such futures
contracts may include contracts for the future delivery of securities held by
the Fund or securities with characteristics similar to those of the Fund's
portfolio securities. Similarly, the Fund may sell futures contracts in a
foreign currency in which its portfolio securities are denominated or in one
currency to hedge against fluctuations in the value of securities denominated in
a different currency if there is an established historical pattern of
correlation between the two currencies. If, in the opinion of the 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 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 differences 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 anticipated 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
for bona fide hedging or non-hedging purposes in accordance with CFTC
regulations which permit principals of an investment company registered under
the 1940 Act to engage in such transactions without registering as commodity
pool operators.
         The Fund will engage in transactions in futures contracts and related
options only to the extent such transactions are consistent with the
requirements of the Code for maintaining its qualification as a regulated
investment company for 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 concerned 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 foreign
securities because currency movements impact the value of different securities
in differing degrees.

                                                                              65
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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 vote or to dividends 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 warrants or stock purchase rights does not necessarily
change with the value of the underlying securities, and warrants or stock
purchase rights expire worthless if they are not exercised on or prior to their
expiration date.

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

Lending of Portfolio Securities
         The Fund may lend portfolio securities to registered broker-dealers or
other institutional investors who are considered to be reliable by Pioneer 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. In such
case the Fund would continue to receive the equivalent of the interest or
dividends paid on the securities loaned and would participate in the price
developments of the securities both in the positive and negative sense and would
receive income from 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. However, the Fund concerned will not 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 voting of the shareholders or with
respect to the declaration or refusal 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
securities loaned exceed 33 1/3% of the value of the Fund's total assets.

Disclosure of Portfolio Holdings
         The Fund's Board of Trustees has adopted policies and procedures
relating to disclosure of the Fund's portfolio securities. These policies and
procedures are designed to provide a framework for disclosing information
regarding portfolio holdings, portfolio composition or other portfolio
characteristics consistent with applicable regulations of the federal securities
laws and general principles of fiduciary duty relating to fund shareholders.
While Pioneer may manage other funds and accounts that have substantially
similar investment strategies, these policies and procedures only relate to the
disclosure of portfolio information of registered management investment
companies.
         Generally, Pioneer will make the Fund's portfolio information available
to the public on a monthly basis with an appropriate delay based upon the nature
of the information disclosed. Pioneer normally will publish the Fund's full
portfolio holdings thirty (30) days after the end of each month. Such
information shall be made available on the Fund's website (www.pioneerfunds.com)
and may be sent to rating agencies, reporting/news services and financial
intermediaries, upon request. In addition, Pioneer generally makes publicly
available information regarding the Fund's top ten holdings (including the
percentage of the Fund's assets represented by each security), the percentage
breakdown of the Fund's investments by country, sector and industry, various
volatility measures (such as beta, standard deviation, etc.), market
capitalization ranges and other portfolio characteristics (such as alpha,
average P/E ratio, etc.) three (3) business days after the end of each month.

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         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 prospectus are rating agencies,
plan sponsors, prospective separate account clients and other financial
intermediaries (i.e., organizations evaluating the Fund for purposes of
investment by their clients, such as broker-dealers, investment advisers, banks,
insurance companies, financial planning firms, plan sponsors, plan
administrators, shareholder servicing organizations and pension consultants).
The third party must agree to a limited use of that information which does not
conflict with the interests of the Fund's shareholders, to use the information
only for that authorized purpose, to keep such information confidential, and not
to trade on such information. The Board of Trustees considered the disclosure of
portfolio holdings information to these categories of entities to be consistent
with the best interests of shareholders in light of the agreement to maintain
the confidentiality of such information and only to use such information for the
limited and approved purposes. Pioneer's compliance department, the local head
of investment management and the global chief investment officer may, but only
acting jointly, grant exemptions to this policy. Exemptions may be granted only
if these persons determine that providing such information is consistent with
the interests of shareholders and the third party agrees to limit the use of
such information only for the authorized purpose, to keep such information
confidential, and not to trade on such information. Although the Board will
periodically be informed of exemptions granted, granting exemptions entails the
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 prospectus.
         The Fund's portfolio holdings disclosure policy is not intended to
prevent the disclosure of any and all portfolio information to the Fund's
service providers who generally need access to such information in the
performance of their contractual duties and responsibilities, such as Pioneer,
the Fund's custodian, Fund accounting agent, principal underwriter, investment
sub-adviser, if any, auditors or counsel. In approving the policy, the Board of
Trustees considered that the service providers are subject to duties of
confidentiality arising under law or contract that provide an adequate safeguard
for such information. Neither Pioneer nor the Fund receives any compensation or
other consideration from these arrangements for the release of the Fund's
portfolio holdings information.
         In addition, the Fund makes its portfolio holdings available
semi-annually in shareholder reports filed on Form N-CSR and after the first and
third fiscal quarters in regulatory filings on Form N-Q. These shareholder
reports and regulatory filings are filed with the SEC, as required by the
federal securities laws, and are generally available within seventy (70) days
after the end of the Fund's fiscal quarter.

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PART C - CONTRACTUAL PROVISIONS

         The legal relationship between the investor and the Fund is governed by
the following contractual provisions representing a non-concluding summary of
the provisions from the Declarations of Trust, Articles of Association and the
Statements of Additional Information. The full German versions of the
aforementioned contract documents are obtainable from the representatives.

I. GENERAL INFORMATION

1.1      All shares in the Fund represent equal property rights without there
         being shares with preferred rights.  The number of shares is unlimited.

1.2      The sales contract comes into effect once a proper purchase order
         together with the purchase price has been received by the transfer
         agent in the currency of the United States of America and the Fund has
         not immediately rejected the purchase order.

1.3      Immediately after the sales contract has come into effect, the transfer
         agent opens a fund account for the buyer in which, among others, the
         number of shares he has purchased is placed. The buyer accordingly
         receives confirmation of such.

1.4      One copy of the Declaration of Trust of the Fund has been submitted to
         the Ministry of the Interior of Delaware. Express indication is given
         hereby that the present prospectus is issued solely in the name of the
         Fund and that any obligations which may arise in connection with or
         from this prospectus are not binding for the individual trustees or
         shareholders of the Fund, but may only be asserted against the assets
         of the Fund.

II. OFFERING PRICE

2.1      The offering price of a share is computed from the net asset value of
         the Fund divided by the number of outstanding shares of the Fund plus
         an initial sales charge graduated according to the amount of the
         investment.
2.2      Buyers purchasing shares to a value of at least USD 50,000 within a
         period of 13 months and holding such shares for at least one day during
         this period and providing a corresponding letter of intention become
         eligible for a reduced sales charge on the total investment.
2.3      The reduced sales charge also applies to further purchases of shares if
         all shares owned by a buyer, plus the newly subscribed shares, have an
         aggregate value of USD 50,000 or more.

III. RIGHT OF FREE DISPOSAL IN THE EVENT OF DEATH

         In the event of death, the Fund may demand presentation of a
certificate of inheritance, letters testamentary or other documents required for
this purpose. The Fund may forgo presentation of a certificate of inheritance or
letters testamentary if a duplicate or a certified copy of the testamentary
disposition (testament, contract of inheritance) is presented together with the
appropriate minutes of opening. The Fund is authorized to regard as beneficiary
the heir designated therein or the executor of the will, to grant him right of
free disposal and, in particular, to make payment to him with discharging
effect.
         This shall not apply if the Funds have knowledge that the person
designated therein does not have right of free disposal, or if this has not come
to their knowledge as a result of negligence.

IV. TRUSTEES AND MANAGEMENT

4.1      The trustees are elected  either by the other  trustees or by the
         shareholders.  The number of trustees is  determined by the
         trustees. There must be at least three trustees.
4.2      The management of the Fund is entrusted to the trustees who have the
         right to appoint a management company for this purpose. They are owners
         and bearers of all the assets of the Fund. They hold these assets in
         trust for the shareholders proportionate to the number of shares they
         hold.

V. SHAREHOLDERS' MEETINGS

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         Shareholders' meetings may be convened from time to time by the
trustees or shareholders holding at least 10% of the shares.

VI. REPURCHASE OF SHARES

         The Fund has an obligation to repurchase shares at its net asset value.
In order to do so, certain formalities defined by the trustees must be observed.
The obligation to repurchase may be suspended if the New York Stock Exchange is
closed for business or if, under certain circumstances, the U.S. SEC so permits.

VII. LIABILITY OF TRUSTEES

         The trustees shall only be held liable in the event of gross negligence
and intention. They are not liable for the actions of other trustees. They shall
not be held personally liable for legal transactions executed in the name of the
Fund.

VIII. INDEMNIFICATION OF SHAREHOLDERS FOR THIRD PARTY CLAIMS

8.1      Should a shareholder be held personally liable only because of being
         shareholder and the claim has been filed not because of misconduct on
         his part, he may demand indemnification from the Fund involved for all
         expenses and costs he may incur as a consequence thereof.

8.2      Should third party claims be filed  against the Fund,  these shall
         apply only to the Fund itself and not to its  shareholders, trustees,
         representatives, officers or directors.

IX. INVESTMENT AND BORROWING RESTRICTIONS

As long as the Fund is registered in Germany, Austria and Switzerland for public
         distribution, the Fund must not

9.1      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;

9.2      Purchase or sell real estate, or any interest therein, and real estate
         mortgage loans, except that the Fund may invest in securities of
         corporate or governmental entities secured by real estate or marketable
         interests therein or securities issued by companies (other than real
         estate limited partnerships, real estate investment trusts and real
         estate funds) that invest in real estate or interests therein;

9.3      Borrow money other than as a temporary  measure and not in amounts
         exceeding  10% of the Fund's total assets  (including  the amount
         borrowed) taken at market value;

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

9.5      Purchase securities on margin or make short sales;

9.6      Redeem its securities in-kind;

9.7      Invest in interests in oil, gas or other mineral exploration or
         development leases or programs.

9.8      Invest in participations of venture capital or private equity funds.

         In the case of a change in the laws of Germany and/or Austria
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.

X. SAVINGS PLANS

         Should the Fund offer savings plans, initial sales charges shall only
         be payable on the actual investment.

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         A preliminary charge of costs as contemplated by ss. 125 Investment Act
shall under no circumstances be imposed.

XI. APPLICABLE LAW

         The Declaration of Trust had been drawn up in accordance with the Laws
of Delaware (USA) respectively. The laws of this state governs the legal
relationship between the shareholders and the Fund.

XII. TERMINATION OF THE PIONEER FUNDS

         The Fund has been formed for an indefinite period. They may be
terminated at any time either by the trustees or by a majority of two thirds of
shareholder votes.
         The liquidation proceeds must be distributed to the shareholders in the
ratio of the shares they hold once all liabilities have been met.

AUDIT CERTIFICATE OF THE PROSPECTUS EXAMINATION PERFORMED BY THE REPRESENTATIVE,
BANK AUSTRIA CREDITANSTALT AKTIENGESELLSCHAFT:

         In accordance with the provisions of ss.26 of the Investment Fund Act,
Bank Austria Creditanstalt Aktiengesellschaft, as representative and examiner of
the prospectus, hereby confirms that the present prospectus has been examined
and approved as being correct and complete.

         Bank Austria Creditanstalt Aktiengesellschaft.



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