================================================================================

    As filed with the Securities and Exchange Commission on April 29, 2008

                                                             File Nos. 2-57653
                                                                       811-02704


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933           [X]

                           Pre-Effective Amendment No. ___        [ ]

                           Post-Effective Amendment No. 54        [X]

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940   [X]

                           Amendment No. 46                       [X]

                        (Check appropriate box or boxes)

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

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

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

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

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

          [ ]  immediately upon filing pursuant to paragraph (b)
          [X]  on May 1, 2008 pursuant to paragraph (b)
          [ ]  60 days after filing pursuant to paragraph (a)(1)
               on [date] pursuant to paragraph (a)(1)
          [ ]  75 days after filing pursuant to paragraph (a)(2)
          [ ]  on [date] pursuant to paragraph (a)(2)of Rule 485.

If appropriate, check the following box:

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

================================================================================


<PAGE>



PIONEER
-------------------------------------------------------------------------------
TAX FREE INCOME FUND



Prospectus


May 1, 2008



Class A, Class B and Class C Shares

Contents
---------------------------------------------------
<TABLE>
<S>                                             <C>
Basic information about the fund ..............  1
Management .................................... 10
Buying, exchanging and selling shares ......... 12
Dividends, capital gains and taxes ............ 43
Financial highlights .......................... 45
</TABLE>


                                Neither the Securities and Exchange
                                Commission nor any state securities
                                agency has approved or disapproved the
[LOGO]PIONEER                   fund's shares or determined whether this
      Investments(R)            prospectus is accurate or complete. Any
                                representation to the contrary is a crime.

<PAGE>
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 An investment in the fund is not a bank deposit and is not insured or
 guaranteed by the Federal Deposit Insurance Corporation or any other
 government agency.
-------------------------------------------------------------------------------
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 Contact your investment professional to discuss how the fund fits into your
 portfolio.
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<PAGE>
Basic information about the fund

Investment objective
As high a level of current income exempt from federal income taxes as possible
consistent with the preservation of capital.

Principal investment strategies
Normally, the fund invests at least 80% of its total assets in investment grade
securities that provide income that is exempt from regular federal income tax
and is not subject to the alternative minimum tax (AMT). These investments
include bonds, notes and other debt instruments issued by or on behalf of
states, counties, municipalities, territories and possessions of the United
States and the District of Columbia and their authorities, political
subdivisions, agencies or instrumentalities.

The fund may invest in securities of any maturity. The fund may invest 25% or
more of its assets in issuers in any one or more states or securities the
payments on which are derived from gas, electric, telephone, sewer and water
segments of the municipal bond market. The fund may also invest up to 20% of
its assets in industrial development bonds.


The fund's investments may have fixed or variable principal payments and all
types of interest rate payment and reset terms, including fixed rate, inverse
floating rate, floating rate, zero coupon, contingent, deferred and payment in
kind and auction rate features. The fund's investments may include instruments
that allow for balloon payments or negative amortization payments. Such
investments permit the borrower to avoid paying currently a portion of the
interest accruing on the instrument. While these features make the debt
instrument more affordable to the borrower in the near term, they increase the
risk that the borrower will be unable to make the resulting higher payment or
payments that become due at the maturity of the loan.

Pioneer Investment Management, Inc., the fund's investment adviser, considers
both broad economic factors and issuer specific factors in selecting a
portfolio designed to achieve the fund's investment objective. In assessing the
appropriate maturity and rating weighting of the fund's portfolio, Pioneer
considers a variety of factors that are expected to influence economic activity
and interest rates. These factors include fundamental economic indicators, such
as the rates of economic growth and inflation, Federal Reserve monetary policy
and the relative value of the U.S. dollar compared to other currencies. Once
Pioneer determines the preferable portfolio characteristics, Pioneer selects
individual securities based upon the terms of the securities (such as yields
compared to U.S. Treasuries or comparable issues), liquidity and rating and
issuer diversification. Pioneer also employs fundamental research, an
evaluation of the issuer based on its financial statements and operations, to
assess an issuer's credit quality, taking into account financial condition,
future capital needs and potential for change in rating.



                                       1
<PAGE>
Basic information about the fund

In making these portfolio decisions, Pioneer relies on the knowledge,
experience and judgment of its staff and the staff of its affiliates who have
access to a wide variety of research.

-------------------------------------------------------------------------------
 Investment grade securities
 A debt security is considered investment grade if it is:
 o Rated BBB or higher at the time of purchase by Standard & Poor's
   Ratings Group;

 o Rated the equivalent rating by another nationally recognized statistical
   rating organization; or

 o Determined to be of equivalent credit quality by Pioneer

 Securities in the lowest category of investment grade are considered to have
 speculative characteristics.
-------------------------------------------------------------------------------

Principal risks of investing in the fund

You could lose money on your investment in the fund or the fund could
underperform other investments if:

o Interest rates go up, causing the value of the fund's investments to decline.
  This is known as interest rate risk (this risk may be greater for
  securities with longer maturities)

o The issuer of a security owned by the fund fails to pay principal and/or
  interest, otherwise defaults or is perceived to be less creditworthy, the
  security's credit rating is downgraded, or the credit quality of any
  underlying assets declines. This is known as credit risk. This risk is
  greater for high yield securities than for securities of higher credit
  qality
o New federal or state legislation or other developments adversely affects the
  tax-exempt status of securities held by the fund or the financial ability
 of municipalities to repay these obligations

o The issuer of a security owned by the fund may not be able to make timely
  payments because of a general economic downturn or increased governmental
  costs
o To the extent the fund concentrates its investments in a single state or
  securities the payments on which are dependent upon a single industry, the
  fund will be more susceptible to risks associated with that state or
  industry
o Pioneer is incorrect in its expectation of changes in interest rates or the
  credit quality of an issuer


Although distributions of interest income from the fund's tax-exempt securities
are generally exempt from federal income tax, distributions from other sources,
including capital gain distributions, and any gains on the sale of your shares,
are not. You should consult a tax adviser about whether an alternative minimum
tax applies to you and about state and local taxes on your fund distributions.



                                       2
<PAGE>
Market segment risks
To the extent the fund emphasizes, from time to time, investments in a market
segment, the fund will be subject to a greater degree to the risks particular
to the industries in that segment, and may experience greater market
fluctuation, than a fund without the same focus.


                                       3
<PAGE>

Basic information about the fund

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


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


Fund performance

The chart shows the year-by-year performance of the fund's Class A shares.
Class B and Class C shares will have different performance because they have
different expenses. The chart does not reflect any sales charge you may pay
when you buy or sell fund shares. Any sales charge will reduce your return.


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

THE TABLE BELOW WAS REPRESENTED BY A BAR GRAPH IN THE PROINTED MATERIAL]
<TABLE>
<S>                     <C>
'98                      6.20
'99                     -4.29
'00                     11.63
'01                      4.13
'02                      7.06
'03                      5.80
'04                      4.76
'05                      4.05
'06                      5.31
'07                     -1.23
</TABLE>


The highest calendar quarterly return was 4.84% (09/30/2000 to 12/31/2000)

The lowest calendar quarterly return was -3.38% (03/31/2004 to 06/30/2004)

                                       4
<PAGE>

Comparison with the Lehman Brothers Municipal Bond Index
The table shows the average annual total returns for each class of the fund
over time and compares these returns to the returns of the Lehman Brothers
Municipal Bond Index. This index is a broad measure of the municipal bond
market

Unlike the fund, the index is not managed and does not incur fees, expenses or
taxes. You cannot invest directly in an index. The table:

o Reflects sales charges applicable to the class
o Assumes that you sell your shares at the end of the period
o Assumes that you reinvest all of your dividends and distributions


Average annual total return (%)
(for periods ended December 31, 2007)
<TABLE>
<CAPTION>
                                                                         Since  Inception
                                       1 Year   5 Years   10 Years   Inception       Date
-----------------------------------------------------------------------------------------
<S>                                <C>          <C>        <C>        <C>        <C>
Class A                                                                           1/18/77
Return before taxes                    -5.65      2.75      3.78       5.84
-----------------------------------------------------------------------------------------
Return after taxes
on distributions                       -5.68      2.73      3.66       5.67
-----------------------------------------------------------------------------------------
Return after taxes on
distributions and sale of shares       -2.31      2.98      3.82       5.72
-----------------------------------------------------------------------------------------
Class B                                                                           4/28/95
Return before taxes                    -5.76      2.92      3.47       4.20
-----------------------------------------------------------------------------------------
Class C+                                                                       1/31/96
Return before taxes                    -1.97      2.96      3.48       3.80
-----------------------------------------------------------------------------------------
Lehman Brothers Municipal Bond
Index (reflects no deduction for
fees, expenses or taxes)               3.36       4.30      5.18       7.49*
-----------------------------------------------------------------------------------------
</TABLE>


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


*  Since December 31, 1979. Index return information is not available for prior
   periods. Return of the index since the inception of Class B shares: 5.91%.
   Class C shares: 5.42%.

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


After-tax returns for Class B and Class C shares will vary from the after-tax
returns presented for Class A shares.


                                       5
<PAGE>
Basic information about the fund

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

Shareowner fees
<TABLE>
<CAPTION>
paid directly from your investment                      Class A     Class B     Class C
---------------------------------------------------------------------------------------
<S>                                                   <C>       <C>       <C>
Maximum sales charge (load) when you buy shares
as a percentage of offering price                         4.50%        None        None
---------------------------------------------------------------------------------------
Maximum deferred sales charge (load) as a percent-
age of offering price or the amount you receive when
you sell shares, whichever is less                        None(1)        4%          1%
---------------------------------------------------------------------------------------
</TABLE>

Annual fund operating expenses

<TABLE>
<CAPTION>
paid from the assets of the fund
as a percentage of average daily net assets             Class A      Class B    Class C
---------------------------------------------------------------------------------------
<S>                                                       <C>          <C>       <C>
Management Fee                                             0.47%        0.47%     0.47%
---------------------------------------------------------------------------------------
Distribution and Service (12b-1) Fee                       0.25%        1.00%     1.00%
---------------------------------------------------------------------------------------
Other Expenses                                             0.12%        0.22%     0.13%
---------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses(2)                      0.84%        1.69%     1.60%
---------------------------------------------------------------------------------------
</TABLE>


Example

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


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


<TABLE>
<CAPTION>
                    If you sell your shares                If you do not sell your shares
            ----------------------------------------   ---------------------------------------
                                   Number of years you own your shares
            ----------------------------------------------------------------------------------
                  1         3          5          10         1         3         5          10
----------------------------------------------------------------------------------------------
<S>         <C>       <C>       <C>        <C>         <C>       <C>       <C>       <C>
Class A        $532      $706     $  895      $1,440      $532      $706      $895      $1,440
----------------------------------------------------------------------------------------------
Class B         572       833      1,018       1,772       172       533       918       1,772
----------------------------------------------------------------------------------------------
Class C         263       505        871       1,900       163       505       871       1,900
----------------------------------------------------------------------------------------------
</TABLE>


1  Class A purchases of $1 million or more and purchases by participants in
   certain group plans are not subject to an initial sales charge but may be
   subject to a contingent deferred sales charge of 1%. See "Buying,
   exchanging and selling shares."

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



                                       6
<PAGE>

Additional information about investment strategies
and risks

The following sections provide additional information about the fund's
investment strategies and risks. To learn more about these investments and
risks, you should obtain and read the statement of additional information
(SAI).

More on rating criteria
For purposes of the fund's credit quality policies, if a security receives
different ratings from nationally recognized statistical rating organizations,
the fund will use the rating chosen by the portfolio manager as most
representative of the security's credit quality. If a rating organization
changes the quality rating assigned to one or more of the fund's portfolio
securities, or the credit quality deteriorates, Pioneer will consider if any
action is appropriate in light of the fund's investment objective and policies.
Credit ratings are only the opinions of the companies issuing them and are not
absolute guarantees of quality.

Taxable investments
The fund may invest up to 20% of its net assets in taxable securities of other
investment companies, investment grade commercial paper, U.S. government
securities, U.S. or foreign bank instruments and repurchase agreements.


Below investment grade securities
The fund may invest up to 10% of its net assets in debt securities rated below
investment grade or, if unrated, of equivalent quality as determined by
Pioneer. Debt securities rated below investment grade are commonly referred to
as "junk bonds" and are considered speculative. Below investment grade debt
securities involve greater risk of loss, are subject to greater price
volatility and are less liquid, especially during periods of economic
uncertainty or change, than higher quality debt securities. The fund may invest
in debt securities rated "D" or better, or comparable unrated securities.

Collateralized debt obligations
The fund may invest in asset-backed securities issued by special entities, such
as trusts, that are backed by a pool of financial assets. The fund may invest
in collateralized debt obligations (CDOs), which include collateralized bond
obligations (CBOs), collateralized loan obligations (CLOs) and other similarly
structured securities. A CDO is a trust backed by a pool of fixed income
securities. The trust typically is split into two or more portions, called
tranches, which vary in credit quality and yield. Lower tranches pay higher
interest rates but represent lower degrees of credit quality and are more
sensitive to the rate of defaults in the pool of obligations. The risks of an
investment in a CDO depend largely on the type of the underlying obligations
(e.g., an underlying obligation may decline in quality or default) and the
tranche of the CDO in which the fund invests (e.g., the fund may


                                       7
<PAGE>
Basic information about the fund

invest in a tranche of CDO that is subordinate to other tranches). Investments
in CDOs may be characterized by the fund as illiquid securities, which may be
difficult to sell at an advantageous time or price.

Inverse floating rate obligations
The fund may invest up to 10% of its net assets in inverse floating rate
obligations (a type of derivative instrument). Inverse floating rate
obligations represent interests in tax-exempt bonds. The interest rate on
inverse floating rate obligations will generally decrease as short-term
interest rates increase, and increase as short-term rates decrease. Due to
their leveraged structure, the sensitivity of the market value of an inverse
floating rate obligation to changes in interest rates is generally greater than
a comparable long-term bond issued by the same municipality and with similar
credit quality, redemption and maturity provisions. Inverse floating rate
obligations may be volatile and involve leverage risk.


Derivatives

The fund may, but is not required to, use futures and options on securities,
indices 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, indices or other financial instruments. Although there is no
specific limitation on investing in derivatives, the fund does not use
derivatives as a primary investment technique and generally limits their use to
hedging. However, the fund may use derivatives for a variety of non-principal
purposes, including:
o As a hedge against adverse changes in the market prices of securities or
  interest rates
o As a substitute for purchasing or selling securities
o To increase the fund's return as a non-hedging strategy that may be
  considered speculative


Derivatives may be subject to market risk, interest rate risk and credit risk.
The fund's use of certain derivatives may, in some cases, involve forms of
financial leverage, which involves risk and may increase the volatility of the
fund's net asset value. Even a small investment in derivatives can have a
significant impact on the fund's investment exposure to the market prices of
securities or interest rates. Therefore, using derivatives can disproportion-
ately increase losses and reduce opportunities for gain. If changes in a
derivative's value do not correspond to changes in the value of the fund's
other investments or do not correlate well with the underlying asset, rate or
index, 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
issuer of the derivative defaults on its obligation. Certain derivatives
may be less liquid. Some derivatives may involve the risk of improper
valuation, which may reduce the returns of the fund if it cannot sell or
terminate the derivative at an advantageous time or price. The fund will only
invest in derivatives to the extent Pioneer believes these investments do not
prevent the fund from



                                       8
<PAGE>

seeking its investment objective, but derivatives may not perform as intended.
Suitable derivatives may not be available in all circumstances or at reasonable
prices and may not be used by the fund for a variety of reasons.

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

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

See "Financial highlights" for actual annual turnover rates.

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



                                       9
<PAGE>
Management

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


Pioneer is an indirect, wholly owned subsidiary of UniCredito Italiano S.p.A.,
one of the largest banking groups in Italy. Pioneer is part of the global asset
management group providing investment management and financial services to
mutual funds, institutional and other clients. As of March 31, 2008, assets
under management were approximately $301 billion worldwide, including over $74
billion in assets under management by Pioneer.


Investment adviser
Pioneer's main office is at 60 State Street, Boston, Massachusetts 02109. The
firm's U.S. mutual fund investment history includes creating in 1928 one of the
first mutual funds.

Portfolio management
Day-to-day management of the fund's portfolio is the responsibility of David
Eurkus, lead portfolio manager. Mr. Eurkus is supported by Timothy Pynchon,
portfolio manager, and the fixed income team. Members of this team manage other
Pioneer funds investing primarily in fixed income securities. The portfolio
managers and the team also may draw upon the research and investment management
expertise of Pioneer's affiliate, Pioneer Investment Management Limited. Mr.
Eurkus joined Pioneer as a senior vice president in 2001 and has been an
investment professional since 1969. Mr. Pynchon joined Pioneer as a vice
president in 2000 and has been an investment professional since 1982.


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


Management fee
The fund pays Pioneer a fee for managing the fund and to cover the cost of
providing certain services to the fund. Pioneer's annual fee is equal to 0.50%
of the fund's average daily net assets up to $250 million, 0.48% of the next
$50 million and 0.45% on assets over $300 million. The fee is accrued daily and
paid monthly.

For the fiscal year ended December 31, 2007, the fund paid management fees
equivalent to 0.47% of the fund's average daily net assets.

A discussion regarding the basis for the Board of Trustees' approval of the
management contract is available in the fund's annual report to shareholders,
for the fiscal year ended December 31, 2007.



                                       10
<PAGE>

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



                                       11
<PAGE>
Buying, exchanging and selling shares

Net asset value


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


The fund generally values its securities using closing market prices or readily
available market quotations. When closing market prices or market quotations
are not available or are considered by Pioneer to be unreliable, the fund uses
fair value methods to value its securities pursuant to procedures adopted by
the Board of Trustees. Valuing securities using fair value methods may cause
the net asset value of the fund's shares to differ from the net asset value
that would be calculated only using market prices. For market prices and
quotations, as well as for some fair value methods, the fund relies upon
securities prices provided by pricing services.

The fund uses fair value pricing methods for 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.
International securities markets may be open on days when the U.S. markets are
closed. For this reason, the values of any international securities owned by
the fund could change on a day you cannot buy or sell shares of the fund.

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


You buy or sell shares at the share price. When you buy Class A shares, you pay
an initial sales charge unless you qualify for a waiver or reduced sales
charge.


                                       12
<PAGE>
When you sell Class B or Class C shares, you may pay a contingent deferred
sales charge depending on how long you have owned your shares.

-------------------------------------------------------------------------------
 Share price
 The net asset value per share calculated on the day of your transaction,
 adjusted for any applicable sales charge.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
 Contingent deferred sales charge
 A sales charge that may be deducted from your sale proceeds.
-------------------------------------------------------------------------------

Choosing a class of shares
The fund offers three classes of shares through this prospectus. Each class has
different sales charges and expenses, allowing you to choose the class that
best meets your needs.

Factors you should consider include:
o How long you expect to own the shares
o The expenses paid by each class
o Whether you qualify for any reduction or waiver of sales charges

Your investment professional can help you determine which class meets your
goals. Your investment firm may receive different compensation depending upon
which class you choose. If you are not a U.S. citizen and are purchasing shares
outside the U.S., you may pay different sales charges under local laws and
business practices.


Distribution plan
The fund has adopted a distribution plan for each class of shares offered
through this prospectus in accordance with Rule 12b-1 under the Investment
Company Act of 1940. Under the plan, the fund pays distribution and service
fees to the distributor. Because these fees are an ongoing expense of the fund,
over time they increase the cost of your investment and your shares may cost
more than shares that are subject to other types of sales charges.


Additional payments to financial intermediaries

There are two principal ways you compensate the financial intermediary through
which you buy shares of the fund - directly, by the payment of sales
commissions, if any; and indirectly, as a result of the fund paying Rule 12b-1
fees. The fund also may pay intermediaries for administrative services and
transaction processing.


Pioneer and its affiliates may make additional payments to your financial
intermediary. These payments by Pioneer may provide your financial intermediary


                                       13
<PAGE>
Buying, exchanging and selling shares

with an incentive to favor the Pioneer funds over other mutual funds or assist
the distributor in its efforts to promote the sale of the fund's shares.
Financial intermediaries include broker-dealers, banks (including bank trust
departments), registered investment advisers, financial planners, retirement
plan administrators and other types of intermediaries.


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

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

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


The compensation that Pioneer pays to financial intermediaries is discussed in
more detail in the fund's statement of additional information. Your inter-
mediary may charge you additional fees or commissions other than those
disclosed in this prospectus. Intermediaries may categorize and disclose
these arrangements differently than the discussion above and in the statement
of additional


                                       14
<PAGE>
information. You can ask your financial intermediary about any payments it
receives from Pioneer or the Pioneer funds, as well as about fees and/or
commissions it charges.


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



                                       15
<PAGE>
Buying, exchanging and selling shares

Comparing classes of shares


<TABLE>
<CAPTION>
                    Class A                     Class B                     Class C
----------------------------------------------------------------------------------------------------
<S>                 <C>                         <C>                         <C>
Why you might       Class A shares may be       You may prefer Class B      You may prefer Class C
prefer each class   your best alternative if    shares if you do not        shares if you do not
                    you prefer to pay an        want to pay an initial      wish to pay an initial
                    initial sales charge and    sales charge, or if you     sales charge and you
                    have lower annual           plan to hold your invest-   would rather pay higher
                    expenses, or if you         ment for at least           annual expenses
                    qualify for any reduction   five years.                 over time.
                    or waiver of the initial
                    sales charge.
----------------------------------------------------------------------------------------------------
Initial             Up to 4.50% of the          None                        None
sales charge        offering price, which is
                    reduced or waived for
                    large purchases and
                    certain types of inves-
                    tors. At the time of your
                    purchase, your invest-
                    ment firm may receive a
                    commission from the
                    distributor of up to 4%,
                    declining as the size of
                    your investment
                    increases.
----------------------------------------------------------------------------------------------------
Contingent          None, except in certain     Up to 4% is charged if      A 1% charge if you sell
deferred            circumstances when          you sell your shares.       your shares within one
sales charges       the initial sales charge    The charge is reduced       year of purchase. Your
                    is waived.                  over time and not           investment firm may
                                                charged after five years.   receive a commission
                                                Your investment firm        from the distributor at
                                                may receive a commis-       the time of your pur-
                                                sion from the distributor   chase of up to 1%.
                                                at the time of your pur-
                                                chase of up to 4%.
----------------------------------------------------------------------------------------------------
Distribution and    0.25% of average daily      1% of average daily         1% of average daily
service fees        net assets.                 net assets.                 net assets.
----------------------------------------------------------------------------------------------------
Annual expenses     Lower than Class B or       Higher than Class A         Higher than Class A
(including          Class C.                    shares; Class B shares      shares; Class C shares
distribution and                                convert to Class A          do not convert to any
service fees)                                   shares after                other class of shares.
                                                eight years.                You continue to pay
                                                                            higher annual expenses.
----------------------------------------------------------------------------------------------------
Exchange            Class A shares of other     Class B shares of other     Class C shares of other
privilege           Pioneer mutual funds.       Pioneer mutual funds.       Pioneer mutual funds.
----------------------------------------------------------------------------------------------------
Maximum             None                        $49,999                     $999,999
purchase amount
(per transaction)
----------------------------------------------------------------------------------------------------
</TABLE>


                                      16
<PAGE>
Sales charges: Class A shares

You pay the offering price when you buy Class A shares unless you qualify to
purchase shares at net asset value. You pay a lower sales charge as the size of
your investment increases. You do not pay a sales charge when you reinvest
dividends or capital gain distributions paid by the fund. You do not pay a
contingent deferred sales charge when you sell shares purchased through
reinvestment of dividends or capital gain distributions.

-------------------------------------------------------------------------------
 Offering price
  The net asset value per share plus any initial sales charge.
-------------------------------------------------------------------------------

Sales charges for Class A shares

<TABLE>
<CAPTION>
                                      Sales charge as % of
                                    ------------------------
                                      Offering    Net amount
Amount of purchase                       price      invested
------------------------------------------------------------
<S>                                 <C>          <C>
Less than $100,000                      4.50          4.71
------------------------------------------------------------
$100,000 but less than $250,000         3.50          3.63
------------------------------------------------------------
$250,000 but less than $500,000         2.50          2.56
------------------------------------------------------------
$500,000 but less than $1 million       2.00          2.04
------------------------------------------------------------
$1 million or more                       -0-          -0-
------------------------------------------------------------
</TABLE>

The dollar amount of the sales charge is the difference between the offering
price of the shares purchased (based on the applicable sales charge in the
table) and the net asset value of those shares. Since the offering price is
calculated to two decimal places using standard rounding methodology, the
dollar amount of the sales charge as a percentage of the offering price and of
the net amount invested for any particular purchase of fund shares may be
higher or lower due to rounding.


Reduced sales charges

You may qualify for a reduced Class A sales charge if you own or are purchasing
shares of Pioneer mutual funds. The investment levels required to obtain a
reduced sales charge are commonly referred to as "breakpoints." Pioneer offers
two principal means of taking advantage of breakpoints in sales charges for
aggregate purchases of Class A shares of the Pioneer funds over time if:
o The amount of shares you own of the Pioneer funds plus the amount you are
  investing now is at least $100,000 (Rights of accumulation)

o You plan to invest at least $100,000 over the next 13 months (Letter of
  intent)

                                       17
<PAGE>
Buying, exchanging and selling shares

Rights of accumulation
If you qualify for rights of accumulation, your sales charge will be based on
the combined value (at the current offering price) of all your Pioneer mutual
fund shares, the shares of your spouse and the shares of any children under the
age of 21.

Letter of intent
You can use a letter of intent to qualify for reduced sales charges in two
situations:
o If you plan to invest at least $100,000 (excluding any reinvestment of
  dividends and capital gain distributions) in the fund's Class A shares
  during the next 13 months
o If you include in your letter of intent the value (at the current offering
  price) of all of your Class A shares of the fund and Class A, Class B or
  Class C shares of all other Pioneer mutual fund shares held of record in
  the amount used to determine the applicable sales charge for the fund
  shares you plan to buy

Completing a letter of intent does not obligate you to purchase additional
shares, but if you do not buy enough shares to qualify for the projected level
of sales charges by the end of the 13-month period (or when you sell your
shares, if earlier), the distributor will recalculate your sales charge. 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). Any share class for which no sales charge is paid cannot be included
under the letter of intent. For more information regarding letters of intent,
please contact your investment professional or obtain and read the statement of
additional information.


                                       18
<PAGE>

Qualifying for a reduced Class A sales charge

In calculating your total account value in order to determine whether you have
net sales charge breakpoints, you can include your Pioneer mutual fund shares,
those of your spouse and the shares of any children under the age of 21.
Pioneer will use each fund's current offering price to calculate your total
account value. Certain trustees and fiduciaries may also qualify for a reduced
sales charge.

To receive a reduced sales charge, you or your investment professional must, at
the time of purchase, notify the distributor of your eligibility. In order to
verify your eligibility for a discount, you may need to provide your investment
professional or the fund with information or records, such as account numbers
or statements, regarding shares of the fund or other Pioneer mutual funds held
in all accounts by you, your spouse or children under the age of 21 with that
investment professional or with any other financial intermediary. Eligible
accounts may include joint accounts, retirement plan accounts, such as IRA and
401k accounts, and custodial accounts, such as ESA, UGMA and UTMA accounts.

It is your responsibility to confirm that your investment professional has
notified the distributor of your eligibility for a reduced sales charge at the
time of sale. If you or your investment professional do not notify the
distributor of your eligibility, you will risk losing the benefits of a reduced
sales charge.

For this purpose, Pioneer mutual funds include any fund for which the
distributor is principal underwriter and, at the distributor's discretion, may
include funds organized outside the U.S. and managed by Pioneer or an
affiliate.

You can locate information regarding the reduction or waiver of sales charges,
in a clear and prominent format and free of charge, on Pioneer's website at
www.pioneerinvestments.com. The website includes hyperlinks that facilitate
access to this information.


Class A purchases at a reduced initial sales charge or net asset value are also
available to:
Group plans if the sponsoring organization:
o recommends purchases of Pioneer mutual funds to,
o permits solicitation of, or
o facilitates purchases by its employees, members or participants.


Class A purchases at net asset value

You may purchase Class A shares at net asset value (without a sales charge) as
follows. If you believe you qualify for any of the Class A sales charge waivers
discussed below, contact your investment professional or the distributor. You
are required to provide written confirmation of your eligibility. You may not
resell these shares except to or on behalf of the fund.



                                       19
<PAGE>
Buying, exchanging and selling shares

Investments of $1 million or more and certain retirement plans
You do not pay a sales charge when you purchase Class A shares if you are
investing $1 million or more, are a participant in an employer-sponsored
retirement plan with at least $1 million in total plan assets or are a
participant in certain employer-sponsored retirement plans with accounts
established with Pioneer on or before March 31, 2004 with 100 or more eligible
employees or at least $500,000 in total plan assets. However, you may pay a
deferred sales charge if you sell your Class A shares within 18 months of
purchase. The sales charge is equal to 1% of your investment or your sale
proceeds, whichever is less.



Class A purchases at net asset value are available to:

o Current or former trustees and officers of the fund;
o Partners and employees of legal counsel to the fund (at the time of initial
  share purchase);
o Directors, officers, employees or sales representatives of Pioneer and its
  affiliates (at the time of initial share purchase);
o Directors, officers, employees or sales representatives of any subadviser or
  a predecessor adviser (or their affiliates) to any investment company for
  which Pioneer serves as investment adviser (at the time of initial share
  purchase);
o Officers, partners, employees or registered representatives of broker-dealers
  (at the time of initial share purchase) which have entered into sales
  agreements with the distributor;
o Employees of AmSouth Bank (at the time of initial share purchase) investing
  through an account held with AmSouth Investment Services, Inc.;
o Members of the immediate families of any of the persons above;
o Any trust, custodian, pension, profit sharing or other benefit plan of the
  foregoing persons;
o Insurance company separate accounts;
o Certain wrap accounts for the benefit of clients of investment professionals
  or other financial intermediaries adhering to standards established by the
  distributor;

o Other funds and accounts for which Pioneer or any of its affiliates serve as
  investment adviser or manager;
o Investors in connection with certain reorganization, liquidation or
  acquisition transactions involving other investment companies or personal
  holding companies;
o Certain unit investment trusts;
o Participants in employer-sponsored retirement plans with at least $1 million
  in total plan assets;
o Participants in employer-sponsored retirement plans with accounts established
  with Pioneer on or before March 31, 2004 with 100 or more eligible
  employees or at least $500,000 in total plan assets;

o Participants in Optional Retirement Programs if (i) your employer has
  authorized a limited number of mutual funds to participate in the program,
  (ii) all


                                       20
<PAGE>

  participating mutual funds sell shares to program participants at net asset
  value, (iii) your employer has agreed in writing to facilitate investment in
  Pioneer mutual funds by program participants and (iv) the program provides
  for a matching contribution for each participant contribution;
o Participants in an employer-sponsored 403(b) plan or employer-sponsored 457
  plan if (i) your employer has made special arrangements for your plan to
  operate as a group through a single broker, dealer or financial
  intermediary and (ii) all participants in the plan who purchase shares of a
  Pioneer mutual fund do so through a single broker, dealer or other
  financial intermediary designated by your employer;
o Individuals receiving a distribution consisting of Class Y shares of a
  Pioneer fund from a trust, fiduciary, custodial or other similar account
  who purchase Class A shares of the same Pioneer fund within 90 days of the
  date of the distribution;
o Shareholders of record (i.e., not held in the name of your broker or an
  omnibus account) on the date of the reorganization of a predecessor Safeco
  fund into a corresponding Pioneer fund, shareholders who owned shares in
  the name of an omnibus account provider on that date that agrees with the
  fund to distinguish beneficial holders in the same manner, and retirement
  plans with assets invested in the predecessor Safeco fund on that date.

In addition, Class A shares may be purchased at net asset value through certain
mutual fund programs sponsored by qualified intermediaries, such as
broker-dealers and investment advisers. In each case, the intermediary has
entered into an agreement with Pioneer to include the Pioneer funds in their
program without the imposition of a sales charge. The intermediary provides
investors participating in the program with additional services, including
advisory, asset allocation, recordkeeping or other services. You should ask
your investment firm if it offers and you are eligible to participate in such a
mutual fund program and whether participation in the program is consistent with
your investment goals. The intermediaries sponsoring or participating in these
mutual fund programs also may offer their clients other classes of shares of
the funds and investors may receive different levels of services or pay
different fees depending upon the class of shares included in the program.
Investors should consider carefully any separate transaction and other fees
charged by these programs in connection with investing in each available share
class before selecting a share class.


Reinstatement privilege for Class A and Class B shares
If you recently sold all or part of your Class A or Class B shares, you may be
able to reinvest all or part of your sale proceeds without a sales charge in
Class A shares of any Pioneer mutual fund. To qualify for reinstatement:
o You must send a written request to the transfer agent no more than 90 days
  after selling your shares and
o The registration of the account in which you reinvest your sale proceeds must
  be identical to the registration of the account from which you sold your
  shares.


                                       21
<PAGE>
Buying, exchanging and selling shares


Your purchases pursuant to the reinstatement privilege are subject to
limitations on investor transactions, including the limitation on the purchase
of the fund's shares within 30 calendar days of a redemption. See "Excessive
trading."


When you elect reinstatement, you are subject to the provisions outlined in the
selected fund's prospectus, including the fund's minimum investment
requirement. Your sale proceeds will be reinvested in shares of the fund at the
Class A net asset value per share determined after the transfer agent receives
your written request for reinstatement.

You may realize a gain or loss for federal income tax purposes as a result of
your sale of fund shares, and special tax rules may apply if you elect
reinstatement. Consult your tax adviser for more information.

Class A shares that are subject to a contingent deferred sales charge
Purchases of Class A shares of $1 million or more, or by participants in a
group plan which were not subject to an initial sales charge, may be subject to
a contingent deferred sales charge upon redemption. A contingent deferred sales
charge is payable to the distributor in the event of a share redemption within
18 months following the share purchase at the rate of 1% of the lesser of the
value of the shares redeemed (exclusive of reinvested dividend and capital gain
distributions) or the total cost of such shares. However, the contingent
deferred sales charge is waived for redemptions of Class A shares purchased by
an employer-sponsored retirement plan described under Section 401(a), 403(b) or
457 of the Internal Revenue Code that has at least $1 million in total plan
assets (or that has 1,000 or more eligible employees for plans with accounts
established with Pioneer on or before March 31, 2004).

-------------------------------------------------------------------------------
 Contingent deferred sales charge
 A sales charge that may be deducted from your sale proceeds.
-------------------------------------------------------------------------------


                                       22
<PAGE>
Sales charges: Class B shares

You buy Class B shares at net asset value per share without paying an initial
sales charge. However, if you sell your Class B shares within five years of
purchase, you will pay the distributor a contingent deferred sales charge. The
contingent deferred sales charge decreases as the number of years since your
purchase increases.


Contingent deferred sales charge
<TABLE>
<CAPTION>
On shares sold                                                        As a % of
before the                                                dollar amount subject
end of year                                                 to the sales charge
-------------------------------------------------------------------------------
<S>                                                                          <C>
1                                                                             4
-------------------------------------------------------------------------------
2                                                                             4
-------------------------------------------------------------------------------
3                                                                             3
-------------------------------------------------------------------------------
4                                                                             2
-------------------------------------------------------------------------------
5                                                                             1
-------------------------------------------------------------------------------
6+                                                                            0
-------------------------------------------------------------------------------
</TABLE>

Shares purchased prior to December 1, 2004 remain subject to the contingent
deferred sales charges in effect at the time you purchased those shares. Shares
purchased as part of an exchange or acquired as a result of a reorganization of
another fund into the fund remain subject to any contingent deferred sales
charge that applied to the shares you originally purchased.


Conversion to Class A shares
Class B shares automatically convert into Class A shares. This helps you
because Class A shares pay lower expenses.

Your Class B shares will convert to Class A shares eight years after the date
of purchase except that:
o Shares purchased by reinvesting dividends and capital gain distributions will
  convert to Class A shares over time in the same proportion as other shares
  held in the account
o Shares purchased by exchanging shares from another fund will convert on the
  date that the shares originally acquired would have converted into Class A
  shares

Currently, the Internal Revenue Service permits the conversion of shares to
take place without imposing a federal income tax. Conversion may not occur if
the Internal Revenue Service deems it a taxable event for federal tax purposes.


                                       23
<PAGE>
Buying, exchanging and selling shares

-------------------------------------------------------------------------------
 Paying the contingent deferred sales charge (CDSC)
 Several rules apply for Class B shares so that you pay the lowest
 possible CDSC.
 o The CDSC is calculated on the current market value or the original cost of
   the shares you are selling, whichever is less
 o You do not pay a CDSC on reinvested dividends or distributions
 o If you sell only some of your shares, the transfer agent will first sell
   your shares that are not subject to any CDSC and then the shares that you
   have owned the longest
 o You may qualify for a waiver of the CDSC normally charged. See "Waiver or
   reduction of contingent deferred sales charges"
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
 Contingent deferred sales charge
 A sales charge that may be deducted from your sale proceeds.
-------------------------------------------------------------------------------


                                       24
<PAGE>
Sales charges: Class C shares

You buy Class C shares at net asset value per share without paying an initial
sales charge. However, if you sell your Class C shares within one year of
purchase, you will pay the distributor a contingent deferred sales charge of 1%
of the current market value or the original cost of the shares you are selling,
whichever is less.

-------------------------------------------------------------------------------
 Paying the contingent deferred sales charge (CDSC)
 Several rules apply for Class C shares so that you pay the lowest
 possible CDSC.
 o The CDSC is calculated on the current market value or the original cost of
   the shares you are selling, whichever is less
 o You do not pay a CDSC on reinvested dividends or distributions
 o If you sell only some of your shares, the transfer agent will first sell
   your shares that are not subject to any CDSC and then the shares that you
   have owned the longest
 o You may qualify for a waiver of the CDSC normally charged. See "Waiver or
   reduction of contingent deferred sales charges"
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
 Contingent deferred sales charge
 A sales charge that may be deducted from your sale proceeds.
-------------------------------------------------------------------------------

Waiver or reduction of contingent deferred sales charges (CDSC)
It is your responsibility to confirm that your investment professional has
notified the distributor of your eligibility for a reduced sales charge at the
time of sale. If you or your investment professional do not notify the
distributor of your eligibility, you will risk losing the benefits of a reduced
sales charge.

Class A, Class B and Class C shares
The distributor may waive or reduce the CDSC for Class A shares that are
subject to a CDSC or for Class B or Class C shares if:
o The distribution results from the death of all registered account owners or a
  participant in an employer-sponsored plan. For UGMAs, UTMAs and trust
  accounts, the waiver applies only upon the death of all beneficial owners;
o You become disabled (within the meaning of Section 72 of the Internal Revenue
  Code) after the purchase of the shares being sold. For UGMAs, UTMAs and
  trust accounts, the waiver only applies upon the disability of all
  beneficial owners;
o The distribution is made in connection with limited automatic redemptions as
  described in "Systematic withdrawal plans" (limited in any year to 10% of
  the value of the account in the fund at the time the withdrawal plan is
  established);


                                       25
<PAGE>
Buying, exchanging and selling shares

o The distribution is from any type of IRA, 403(b) or employer-sponsored plan
  described under Section 401(a) or 457 of the Internal Revenue Code and, in
  connection with the distribution, one of the following applies:
  - It is part of a series of substantially equal periodic payments made over
    the life expectancy of the participant or the joint life expectancy of the
    participant and his or her beneficiary (limited in any year to 10% of the
    value of the participant's account at the time the distribution amount is
    established);
  - It is a required minimum distribution due to the attainment of age 70 1/2,
    in which case the distribution amount may exceed 10% (based solely on
    total plan assets held in Pioneer mutual funds);
  - It is rolled over to or reinvested in another Pioneer mutual fund in the
    same class of shares, which will be subject to the CDSC of the shares
    originally held; or
  - It is in the form of a loan to a participant in a plan that permits loans
    (each repayment applied to the purchase of shares will be subject to a
    CDSC as though a new purchase);
o The distribution is to a participant in an employer-sponsored retirement plan
  described under Section 401(a) of the Internal Revenue Code or to a
  participant in an employer-sponsored 403(b) plan or employer-sponsored 457
  plan if (i) your employer has made special arrangements for your plan to
  operate as a group through a single broker, dealer or financial intermed-
  iary and (ii) all participants in the plan who purchase shares of a Pioneer
  mutual fund do so through a single broker, dealer or other financial inter-
  mediary designated by your employer and is or is in connection with:
  - A return of excess employee deferrals or contributions;
  - A qualifying hardship distribution as described in the Internal Revenue
    Code. For Class B shares, waiver is granted only on payments of up to 10%
    of total plan assets held by Pioneer for all participants, reduced by the
    total of any prior distributions made in that calendar year;
  - Due to retirement or termination of employment. For Class B shares, waiver
    is granted only on payments of up to 10% of total plan assets held in a
    Pioneer mutual fund for all participants, reduced by the total of any
    prior distributions made in the same calendar year; or
  - From a qualified defined contribution plan and represents a participant's
    directed transfer, provided that this privilege has been preauthorized
    through a prior agreement with the distributor regarding participant
    directed transfers (not available to Class B shares);
o The distribution is made pursuant to the fund's right to liquidate or
  involuntarily redeem shares in a shareholder's account; or
o The selling broker elects, with the distributor's approval, to waive receipt
  of the commission normally paid at the time of the sale.

Please see the fund's statement of additional information for more information
regarding reduced sales charges and breakpoints.


                                       26
<PAGE>

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


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

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

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

Pioneer Investment Management
Shareholder Services, Inc.
P.O. Box 55014
Boston, Massachusetts 02205-5014
Telephone 1-800-225-6292

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

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


                                       27
<PAGE>
Buying, exchanging and selling shares

-------------------------------------------------------------------------------
 By phone
 If you want to place your telephone transaction by speaking to a shareowner
 services representative, call 1-800-225-6292 between 8:00 a.m. and 7:00 p.m.
 Eastern time on any weekday that the New York Stock Exchange is open. You may
 use FactFone(SM) at any time.
-------------------------------------------------------------------------------

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

To establish online transaction privileges:
o For new accounts, complete the online section of the account application

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


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


                                       28
<PAGE>
General rules on buying, exchanging and selling your
fund shares

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


-------------------------------------------------------------------------------
 Good order means that:
 o You have provided adequate instructions
 o There are no outstanding claims against your account
 o There are no transaction limitations on your account

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

 o Your request includes a signature guarantee if you:
   - Are selling over $100,000 or exchanging over $500,000 worth of shares
   - Changed your account registration or address within the last 30 days
   - Instruct the transfer agent to mail the check to an address different from
     the one on your account

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

   - Are transferring the sale proceeds to a Pioneer mutual fund account with a
     different registration
-------------------------------------------------------------------------------


Transaction limitations
Your transactions are subject to certain limitations, including the limitation
on the purchase of the fund's shares within 30 calendar days of a redemption.
See "Excessive trading."


Buying

You may buy fund shares from any investment firm that has a sales agreement
with the distributor.


You can buy fund shares at the offering price. The distributor may reject any
order until it has confirmed the order in writing and received payment. The
fund reserves the right to stop offering any class of shares.


                                       29
<PAGE>
Buying, exchanging and selling shares


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


Minimum investment amounts

Your initial investment must be at least $1,000. Additional investments must be
at least $100 for Class A shares and $500 for Class B or Class C shares. You
may qualify for lower initial or subsequent investment minimums if you are
opening a retirement plan account, establishing an automatic investment plan or
placing your trade through your investment firm. The fund may waive the initial
or subsequent investment minimums. Minimum investment amounts may be waived
for, among other things, share purchases made through certain mutual fund
programs (e.g., asset based fee program accounts) sponsored by qualified
intermediaries, such as broker-dealers and investment advisers, that have
entered into an agreement with Pioneer.


Maximum purchase amounts
Purchases of fund shares are limited to $49,999 for Class B shares and $999,999
for Class C shares. These limits are applied on a per transaction basis. Class
A shares are not subject to a maximum purchase amount.

-------------------------------------------------------------------------------
 Retirement plan accounts
 You can purchase fund shares through tax-deferred retirement plans for
 individuals, businesses and tax-exempt organizations.

 Your initial investment for most types of retirement plan accounts must be at
 least $250. Additional investments for most types of retirement plans must be
 at least $100.

 You may not use the account application accompanying this prospectus to
 establish a Pioneer retirement plan. You can obtain retirement plan
 applications from your investment firm or by calling the Retirement Plans
 Department at 1-800-622-0176.
-------------------------------------------------------------------------------


                                       30
<PAGE>
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 on the date of redemption.

Exchanging

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


Your exchange request must be for at least $1,000. The fund allows you to
exchange your shares at net asset value without charging you either an initial
or contingent deferred sales charge at the time of the exchange. Shares you
acquire as part of an exchange will continue to be subject to any contingent
deferred sales charge that applies to the shares you originally purchased. When
you ultimately sell your shares, the date of your original purchase will
determine your contingent deferred sales charge.


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


Selling
Your shares will be sold at net asset value per share next calculated after the
fund or its authorized agent, such as a broker-dealer, receives your request in
good order.

If the shares you are selling are subject to a deferred sales charge, it will
be deducted from the sale proceeds. The fund generally will send your sale
proceeds by check, bank wire or electronic funds transfer. Normally you will be
paid within seven days. If you recently sent a check to purchase the shares
being sold, the fund may delay payment of the sale proceeds until your check
has cleared. This may take up to 10 calendar days from the purchase date.


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

-------------------------------------------------------------------------------
 You may have to pay income taxes on a sale or an exchange.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
 Consult your investment professional to learn more about buying, exchanging or
 selling fund shares.
-------------------------------------------------------------------------------


                                       31
<PAGE>
Buying, exchanging and selling shares

Buying shares

Through your investment firm
Normally, your investment firm will send your purchase request to the fund's
distributor and/or transfer agent. Consult your investment professional for
more information. Your investment firm receives a commission from the
distributor, and may receive additional compensation from Pioneer, for your
purchase of fund shares.

By phone or online
You can use the telephone or online purchase privilege if you have an existing
non-retirement account. Certain IRAs can use the telephone purchase privilege.
If your account is eligible, you can purchase additional fund shares by phone
or online if:
o You established your bank account of record at least 30 days ago
o Your bank information has not changed for at least 30 days

o You are not purchasing more than $100,000 worth of shares per account per day

o You can provide the proper account identification information

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

In writing, by mail

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



                                       32
<PAGE>
Exchanging shares

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

By phone or online
After you establish an eligible fund account, you can exchange fund shares by
phone or online if:
o You are exchanging into an existing account or using the exchange to
  establish a new account, provided the new account has a registration
  identical to the original account
o The fund into which you are exchanging offers the same class of shares
o You are not exchanging more than $500,000 worth of shares per account per day
o You can provide the proper account identification information

In writing, by mail or by fax
You can exchange fund shares by mailing or faxing a letter of instruction to
the transfer agent. You can exchange fund shares directly through the fund only
if your account is registered in your name. However, you may not fax an
exchange request for more than $500,000. Include in your letter:
o The name, social security number and signature of all registered owners
o A signature guarantee for each registered owner if the amount of the exchange
  is more than $500,000
o The name of the fund out of which you are exchanging and the name of the fund
  into which you are exchanging
o The class of shares you are exchanging
o The dollar amount or number of shares you are exchanging


                                       33
<PAGE>
Buying, exchanging and selling shares

Selling shares

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

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

You may receive your sale proceeds:
o By check, provided the check is made payable exactly as your account is
  registered
o By bank wire or by electronic funds transfer, provided the sale proceeds are
  being sent to your bank address of record

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

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

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

                                       34
<PAGE>
How to contact us

By phone
For information or to request a telephone transaction between 8:00 a.m.
and 7:00 p.m. (Eastern time) by speaking with a shareholder services
representative call
1-800-225-6292

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

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

By mail
Send your written instructions to:
Pioneer Investment Management
Shareholder Services, Inc.
P.O. Box 55014
Boston, Massachusetts 02205-5014

Pioneer website
www.pioneerinvestments.com

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


                                       35
<PAGE>
Buying, exchanging and selling shares

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

o You enter into a series of transactions that indicate 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 or other intermediary has
engaged in excessive short-term trading that we believe may be harmful to the
fund, we will ask the investor, broker or other intermediary to cease such
activity and we will refuse to process purchase orders (including purchases by
exchange) of such investor, broker, other intermediary or accounts that we
believe are under their control. In determining whether to take such actions,
we seek to act in a manner that is consistent with the best interests of the
fund's shareholders.

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



                                       36
<PAGE>


The fund may reject a purchase or exchange order before its acceptance or the
issuance of shares. The fund may also restrict additional purchases or
exchanges in an account. Each of these steps may be taken for any transaction,
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 or exchange 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.

To limit the negative effects of excessive trading on the fund, the fund has
adopted the following restriction on investor transactions. If an investor
redeems $5,000 or more (including redemptions that are a part of an exchange
transaction) from the fund, that investor shall be prevented (or "blocked")
from purchasing shares of the fund (including purchases that are a part of an
exchange transaction) for 30 calendar days after the redemption. This policy
does not apply to systematic purchase or withdrawal plan transactions,
transactions made through employer-sponsored retirement plans described under
Section 401(a), 403(b) or 457 of the Internal Revenue Code or employee benefit
plans, scheduled (Internal Revenue Code Section 72(t) election) or mandatory
(required minimum distribution) withdrawals from IRAs, rebalancing transactions
made through certain asset allocation or "wrap" programs, transactions by
insurance company separate accounts or transactions by other funds that invest
in the fund. This policy does not apply to purchase or redemption transactions
of less than $5,000 or to the Pioneer money market funds. Purchases pursuant to
the reinstatement privilege for Class A and Class B shares are subject to this
policy.

We rely on financial intermediaries that maintain omnibus accounts to apply to
their customers either the fund's policy described above or their own policies
or restrictions designed to limit excessive trading of fund shares. However, we
do not impose this policy at the omnibus account level.


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

Automatic investment plans
You can make regular periodic investments in the fund by setting up monthly
bank drafts, government allotments, payroll deductions, a Pioneer Investomatic
Plan and other similar automatic investment plans. You may use an automatic
investment


                                       37
<PAGE>
Buying, exchanging and selling shares

plan to establish a Class A share account with a small initial investment. If
you have a Class B or Class C share account and your balance is at least
$1,000, you may establish an automatic investment plan.

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

Automatic exchanges
You can automatically exchange your fund shares for shares of the same class of
another Pioneer mutual fund. The automatic exchange will begin on the day you
select when you complete the appropriate section of your account application or
an account options form. In order to establish automatic exchange:
o You must select exchanges on a monthly or quarterly basis
o Both the originating and receiving accounts must have identical registrations
o The originating account must have a minimum balance of $5,000

You may have to pay income taxes on an exchange.

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

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

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

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

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


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



                                       38
<PAGE>
Directed dividends
You can invest the dividends paid by one of your Pioneer mutual fund accounts
in a second Pioneer mutual fund account. The value of your second account must
be at least $1,000. You may direct the investment of any amount of dividends.
There are no fees or charges for directed dividends. If you have a retirement
plan account, you may only direct dividends to accounts with identical
registrations.

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

To establish a systematic withdrawal plan:
o Your account must have a total value of at least $10,000 when you establish
  your plan
o You must request a periodic withdrawal of at least $50
o You may not request a periodic withdrawal of more than 10% of the value of
  any Class B or Class C share account (valued at the time the plan is
  implemented)

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

Systematic sales of fund shares may be taxable transactions for you. While you
are making systematic withdrawals from your account, you may pay unnecessary
initial sales charges on additional purchases of Class A shares or contingent
deferred sales charges.

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

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


                                       39
<PAGE>
Buying, exchanging and selling shares

Shareowner services

Pioneer website
www.pioneerinvestments.com
The website includes a full selection of information on mutual fund investing.
You can also use the website to get:
o Your current account information
o Prices, returns and yields of all publicly available Pioneer mutual funds
o Prospectuses, statements of additional information and shareowner reports for
  all the Pioneer mutual funds
o A copy of Pioneer's privacy notice

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

FactFone(SM) 1-800-225-4321
You can use FactFone(SM) to:
o Obtain current information on your Pioneer mutual fund accounts
o Inquire about the prices and yields of all publicly available Pioneer mutual
  funds
o Make computer-assisted telephone purchases, exchanges and redemptions for
  your fund accounts
o Request account statements

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

Household delivery of fund documents
With your consent, Pioneer may send a single proxy statement, prospectus and
shareowner report to your residence for you and any other member of your
household who has an account with the fund. If you wish to revoke your consent
to this practice, you may do so by notifying Pioneer, by phone or in writing
(see "How to contact us"). Pioneer will begin mailing separate proxy
statements, prospectuses and shareowner reports to you within 30 days after
receiving your notice.

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


                                       40
<PAGE>
Tax information

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


TDD 1-800-225-1997
If you have a hearing disability and access to TDD keyboard equipment, you can
contact our telephone representatives with questions about your account by
calling our TDD number between 8:30 a.m. and 5:30 p.m. Eastern time any weekday
that the New York Stock Exchange is open.

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

Shareowner account policies

Signature guarantees and other requirements
You are required to obtain a signature guarantee when:
o Requesting certain types of exchanges or sales of fund shares
o Redeeming shares for which you hold a share certificate
o Requesting certain types of changes for your existing account

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

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

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

Minimum account size

The fund requires that you maintain a minimum account value of $500. If you
hold less than $500 in your account, the fund reserves the right to notify you
that it intends to sell your shares and close your account. You will be given
60 days from the date of the notice to make additional investments to avoid
having your shares sold. This policy does not apply to certain qualified
retirement plan accounts.


                                       41
<PAGE>
Buying, exchanging and selling shares

Telephone and website access
You may have difficulty contacting the fund by telephone or accessing
pioneerinvestments.com during times of market volatility or disruption in
telephone or Internet service. On New York Stock Exchange holidays or on days
when the exchange closes early, Pioneer will adjust the hours for the telephone
center and for online transaction processing accordingly. If you are unable to
access pioneerinvestments.com or reach the fund by telephone, you should
communicate with the fund in writing.

Share certificates
The fund does not offer share certificates. Shares are electronically recorded.
Any existing certificated shares can only be sold by returning your certificate
to the transfer agent, along with a letter of instruction or a stock power (a
separate written authority transferring ownership) and a signature guarantee.

Other policies
The fund and the distributor reserve the right to:
o reject any purchase or exchange order for any reason, without prior notice
o charge a fee for exchanges or to modify, limit or suspend the exchange
  privilege at any time without notice. The fund will provide 60 days' notice
  of material amendments to or termination of the exchange privilege
o revise, suspend, limit or terminate the account options or services available
  to shareowners at any time, except as required by the rules of the
  Securities and Exchange Commission

The fund reserves the right to:

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

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

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



                                       42
<PAGE>
Dividends, capital gains and taxes


Dividends and capital gains
The fund declares dividends daily. The dividends consist of substantially all
of the fund's net income (excluding any net capital gains). You begin to earn
dividends on the first business day following receipt of payment for shares.
You continue to earn dividends up to and including the date of sale. Dividends
are normally paid on the last business day of each month. The fund generally
pays any distributions of net short- and long-term capital gains in November.

The fund may also pay dividends and capital gain distributions at other times
if necessary for the fund to avoid U.S. federal income or excise tax. If you
invest in the fund shortly before a distribution of net short- or long-term
capital gains, generally you will pay a higher price per share and you will pay
taxes on the amount of the distribution whether you reinvest the distribution
in additional shares or receive it as cash.


Taxes

For U.S. federal income tax purposes, distributions from the fund's tax-exempt
interest income, called "exempt-interest dividends," are exempt from regular
federal income tax, but may be subject to state or local income taxes. A
portion of these dividends may be tax preference items for purposes of the
alternative minimum tax. Distributions from the fund's net capital gains (if
any) are considered long-term capital gains and may be taxable to you at
reduced rates depending upon their source and other factors. Distributions from
the fund's net short-term capital gains are taxable as ordinary income. All
other dividends are generally taxable as ordinary income. Since the fund's
income is derived from sources that do not pay dividends, it is not expected
that any dividends paid by the fund will qualify for either the
dividends-received deduction for corporations or the maximum 15% U.S. federal
income tax rate available to individuals on "qualified dividend income." Any
taxable dividends and distributions are taxable whether you take payment in
cash or reinvest them to buy additional fund shares.

If the fund declares a taxable dividend in October, November or December,
payable to shareholders of record in such a month, but pays it in January of
the following year, you will be taxed on the dividend as if you received it in
the year in which it was declared.

When you sell or exchange fund shares you will generally recognize a capital
gain or capital loss in an amount equal to the difference between the net
amount of sale proceeds (or, in the case of an exchange, the fair market value
of the shares) that you receive and your tax basis for the shares that you sell
or exchange.


You must provide your social security number or other taxpayer identification
number to the fund along with the certifications required by the Internal
Revenue Service when you open an account. If you do not or if it is otherwise
legally required to do so, the fund will withhold 28% "backup withholding" tax
from your


                                       43
<PAGE>

Dividends, capital gains and taxes


dividends (other than exempt-interest dividends) and distributions, sale
proceeds and any other payments to you that are subject to backup withholding.

You should ask your tax adviser about any federal and state tax considerations
relating to an investment in the fund, including the potential application of
the alternative minimum tax to you on the fund's exempt interest dividends and
possible state and local income taxation of the fund's exempt-interest
dividends and other distributions. You may also consult the fund's statement of
additional information for a more detailed discussion of U.S. federal income
tax considerations that may affect the fund and its shareowners.


-------------------------------------------------------------------------------
         Sales and exchanges may be taxable transactions to shareowners.
-------------------------------------------------------------------------------


                                       44
<PAGE>
Financial highlights

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

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

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


                                       45
<PAGE>
Financial highlights

Pioneer Tax Free Income Fund

Class A shares


<TABLE>
<CAPTION>
                                        Year Ended   Year Ended   Year Ended   Year Ended   Year Ended
                                         12/31/07     12/31/06     12/31/05     12/31/04     12/31/03
-------------------------------------------------------------------------------------------------------
                                           $11.75       $11.62       $11.67       $11.70       $11.61
Net asset value, beginning of period    ---------------------------------------------------------------
<S>                                    <C>          <C>          <C>          <C>          <C>
Increase (decrease) from investment
  operations:
  Net investment income                  $   0.46      $  0.47      $  0.51      $  0.56      $  0.56
  Net realized and unrealized gain
   (loss) on investments                  (0.60)          0.13        (0.04)       (0.02)        0.09
                                         ---------------------------------------------------------------
   Net increase (decrease) from
     investment operations               $  (0.14)     $  0.60      $  0.47      $  0.54      $  0.65
Distributions to shareowners:
  Net investment income                   (0.48)         (0.47)       (0.52)       (0.57)       (0.56)
                                         --------------------------------------------------------------
Net increase (decrease) in net
  asset value                            $  (0.62)     $  0.13     $  (0.05)    $  (0.03)     $  0.09
                                         --------------------------------------------------------------
Net asset value, end of period           $  11.13      $ 11.75      $ 11.62      $ 11.67      $ 11.70
                                         ==============================================================
Total return*                              (1.23)%        5.31 %       4.05 %       4.75 %       5.80 %
Ratio of net expenses to average
  net assets+                                0.84 %       0.86 %       0.91 %       0.91 %       0.93 %
Ratio of net investment income to
  average net assets+                        4.05 %       4.08 %       4.36 %       4.88 %       4.88 %
Portfolio turnover rate                        68 %         66 %         26 %         39 %         80 %
Net assets, end of period
  (in thousands)                          $313,706    $349,683     $315,855     $307,463     $326,173
Ratios with reductions for fees
  paid indirectly:
  Net expenses                               0.84 %       0.86 %       0.91 %       0.91 %       0.93 %
  Net investment income                      4.05 %       4.08 %       4.36 %       4.88 %       4.88 %
-------------------------------------------------------------------------------------------------------
</TABLE>



* Assumes initial investment at net asset value at the beginning of each
  period, reinvestment of all distributions, the complete redemption of the
  investment at 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 with no reduction for fees paid indirectly.


                                       46
<PAGE>
Pioneer Tax Free Income Fund

Class B shares


<TABLE>
<CAPTION>
                                        Year Ended   Year Ended   Year Ended   Year Ended   Year Ended
                                         12/31/07     12/31/06     12/31/05     12/31/04     12/31/03
-------------------------------------------------------------------------------------------------------
                                           $11.65       $11.51       $11.57       $11.59       $11.51
Net asset value, beginning of period    --------------------------------------------------------------
<S>                                    <C>          <C>          <C>          <C>          <C>
Increase (decrease) from investment
  operations:
  Net investment income                   $  0.36      $  0.39      $  0.41      $  0.48      $  0.46
  Net realized and unrealized gain
   (loss) on investments                   (0.59)         0.12        (0.05)       (0.02)        0.09
                                         --------------------------------------------------------------
   Net increase (decrease) from
     investment operations                $ (0.23)     $  0.51      $  0.36      $  0.46      $  0.55
Distributions to shareowners:
  Net investment income                     (0.38)       (0.37)       (0.42)       (0.48)      (0.47)
                                         --------------------------------------------------------------
Net increase (decrease) in net
  asset value                             $ (0.61)     $  0.14      $ (0.06)     $ (0.02)    $   0.08
                                         --------------------------------------------------------------
Net asset value, end of period            $ 11.04      $ 11.65      $ 11.51      $ 11.57      $ 11.59
                                         ==============================================================
Total return*                               (1.97)%       4.54 %       3.16 %       4.07 %       4.98 %
Ratio of net expenses to average
  net assets+                                1.69 %       1.62 %       1.72 %       1.67 %       1.70 %
Ratio of net investment income to
  average net assets+                        3.21 %       3.33 %       3.51 %       4.12 %       4.10 %
Portfolio turnover rate                        68 %         66 %         26 %         39 %         80 %
Net assets, end of period
  (in thousands)                          $14,622      $17,667     $ 21,962     $ 17,285      $20,363
Ratios with reduction for fees
  paid indirectly:
  Net expenses                               1.69 %       1.62 %       1.72 %       1.67 %       1.70 %
  Net investment income                      3.21 %       3.33 %       3.51 %       4.12 %       4.10 %
-------------------------------------------------------------------------------------------------------
</TABLE>



* Assumes initial investment at net asset value at the beginning of each
  period, reinvestment of all distributions, the complete redemption of the
  investment at 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 with no reduction for fees paid indirectly.


                                       47
<PAGE>
Financial highlights

Pioneer Tax Free Income Fund

Class C shares


<TABLE>
<CAPTION>
                                        Year Ended   Year Ended   Year Ended   Year Ended   Year Ended
                                         12/31/07     12/31/06     12/31/05     12/31/04     12/31/03
-------------------------------------------------------------------------------------------------------
                                           $11.57       $11.44       $11.49       $11.52       $11.44
Net asset value, beginning of period    ---------------------------------------------------------------
<S>                                    <C>          <C>          <C>          <C>          <C>
Increase (decrease) from investment
  operations:
  Net investment income                   $  0.37      $  0.38      $  0.41      $  0.47     $  0.48
  Net realized and unrealized gain
   (loss) on investments                    (0.59)        0.13        (0.04)       (0.02)      0.08
                                         ---------------------------------------------------------------
   Net increase (decrease) from
     investment operations                $ (0.22)     $  0.51      $  0.37      $  0.45     $  0.56
Distributions to shareowners:
  Net investment income                     (0.39)       (0.38)       (0.42)       (0.48)     (0.48)
                                         ---------------------------------------------------------------
Net increase (decrease) in net
  asset value                             $ (0.61)     $  0.13     $  (0.05)    $  (0.03)    $  0.08
                                         ---------------------------------------------------------------
Net asset value, end of period            $ 10.96      $ 11.57     $ 11.44       $ 11.49      $ 11.52
                                         ===============================================================
Total return*                               (1.97) %      4.57 %       3.30 %       4.02 %       5.04 %
Ratio of net expenses to average
  net assets+                                1.60 %       1.61 %       1.64 %       1.64 %       1.66 %
Ratio of net investment income to
  average net assets+                        3.29 %       3.33 %       3.63 %       4.15 %       4.11 %
Portfolio turnover rate                        68 %         66 %         26 %         39 %         80 %
Net assets, end of period
  (in thousands)                          $13,581      $12,941     $ 12,054     $ 12,577      $11,266
Ratios with reduction for fees
  paid indirectly:
  Net expenses                               1.60 %       1.61 %       1.64 %       1.64 %       1.66 %
  Net investment income                      3.29 %       3.33 %       3.63 %       4.15 %       4.11 %
-------------------------------------------------------------------------------------------------------
</TABLE>



* Assumes initial investment at net asset value at the beginning of each
  period, reinvestment of all distributions, the complete redemption of the
  investment at 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 with no reduction for fees paid indirectly.


                                       48
<PAGE>

                                     Notes


<PAGE>

                                     Notes


<PAGE>

                                     Notes


<PAGE>

                                     Notes


<PAGE>

Pioneer
Tax Free Income Fund

You can obtain more free information about the fund from your investment firm
or by writing to Pioneer Investment Management Shareholder Services, Inc., 60
State Street, Boston, Massachusetts 02109. You may also call 1-800-225-6292.

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

Shareowner reports

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


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

Visit our website
www.pioneerinvestments.com

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

(Investment Company Act file no. 811-02704)


[LOGO]PIONEER
      Investments(R)

Pioneer Funds Distributor, Inc.
60 State Street
Boston, MA 02109
                                                                  19290-02-0508
www.pioneerinvestments.com              (C)2008 Pioneer Funds Distributor, Inc.
                                                                    Member SIPC

<PAGE>

PIONEER
--------------------------------------------------------------------------------
TAX FREE INCOME FUND



Prospectus


May 1, 2008



Class Y Shares





Contents
---------------------------------------------------
<TABLE>
<S>                                             <C>
Basic information about the fund ..............  1
Management .................................... 10
Buying, exchanging and selling shares ......... 12
Dividends, capital gains and taxes ............ 30
Financial highlights .......................... 32
</TABLE>


                                    Neither the Securities and Exchange
                                    Commission nor any state securities
                                    agency has approved or disapproved the
[LOGO]PIONEER                       fund's shares or determined whether this
      Investmnets(R)                prospectus is accurate or complete. Any
                                    representation to the contrary is a crime.

<PAGE>

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

--------------------------------------------------------------------------------
 Contact your investment professional to discuss how the fund fits into your
 portfolio.
--------------------------------------------------------------------------------

<PAGE>
Basic information about the fund

Investment objective
As high a level of current income exempt from federal income taxes as possible
consistent with the preservation of capital.

Principal investment strategies
Normally, the fund invests at least 80% of its total assets in investment grade
securities that provide income that is exempt from regular federal income tax
and is not subject to the alternative minimum tax (AMT). These investments
include bonds, notes and other debt instruments issued by or on behalf of
states, counties, municipalities, territories and possessions of the United
States and the District of Columbia and their authorities, political
subdivisions, agencies or instrumentalities.

The fund may invest in securities of any maturity. The fund may invest 25% or
more of its assets in issuers in any one or more states or securities the
payments on which are derived from gas, electric, telephone, sewer and water
segments of the municipal bond market. The fund may also invest up to 20% of
its assets in industrial development bonds.


The fund's investments may have fixed or variable principal payments and all
types of interest rate payment and reset terms, including fixed rate, inverse
floating rate, floating rate, zero coupon, contingent, deferred and payment in
kind and auction rate features. The fund's investments may include instruments
that allow for balloon payments or negative amortization payments. Such
investments permit the borrower to avoid paying currently a portion of the
interest accruing on the instrument. While these features make the debt
instrument more affordable to the borrower in the near term, they increase the
risk that the borrower will be unable to make the resulting higher payment or
payments that become due at the maturity of the loan.

Pioneer Investment Management, Inc., the fund's investment adviser, considers
both broad economic factors and issuer specific factors in selecting a
portfolio designed to achieve the fund's investment objective. In assessing the
appropriate maturity and rating weighting of the fund's portfolio, Pioneer
considers a variety of factors that are expected to influence economic activity
and interest rates. These factors include fundamental economic indicators, such
as the rates of economic growth and inflation, Federal Reserve monetary policy
and the relative value of the U.S. dollar compared to other currencies. Once
Pioneer determines the preferable portfolio characteristics, Pioneer selects
individual securities based upon the terms of the securities (such as yields
compared to U.S. Treasuries or comparable issues), liquidity and rating and
issuer diversification. Pioneer also employs fundamental research, an
evaluation of the issuer based on its financial statements and operations, to
assess an issuer's credit quality, taking into account financial condition,
future capital needs and potential for change in rating.



                                       1
<PAGE>

Basic information about the fund

In making these portfolio decisions, Pioneer relies on the knowledge,
experience and judgment of its staff and the staff of its affiliates who have
access to a wide variety of research.

--------------------------------------------------------------------------------
 Investment grade securities
 A debt security is considered investment grade if it is:
 o Rated BBB or higher at the time of purchase by Standard & Poor's Ratings
   Group;

 o Rated the equivalent rating by another nationally recognized statistical
   rating organization; or

 o Determined to be of equivalent credit quality by Pioneer

 Securities in the lowest category of investment grade are considered to have
 speculative characteristics.
--------------------------------------------------------------------------------

Principal risks of investing in the fund

You could lose money on your investment in the fund or the fund could
underperform other investments if:

o Interest rates go up, causing the value of the fund's investments to decline.
  This is known as interest rate risk (this risk may be greater for
  securities with longer maturities)

o The issuer of a security owned by the fund fails to pay principal and/or
  interest, otherwise defaults or is perceived to be less creditworthy, the
  security's credit rating is downgraded, or the credit quality of any
  underlying assets declines. This is known as credit risk. The risk is
  greater for high yield securities than for securities of higher credit
  quality.
o New federal or state legislation or other developments adversely affects the
  tax-exempt status of securities held by the fund or the financial ability
  of municipalities to repay these obligations

o The issuer of a security owned by the fund may not be able to make timely
  payments because of a general economic downturn or increased governmental
  costs
o To the extent the fund concentrates its investments in a single state or
  securities the payments on which are dependent upon a single industry, the
  fund will be more susceptible to risks associated with that state or
  industry
o Pioneer is incorrect in its expectation of changes in interest rates or the
  credit quality of an issuer

Although distributions of interest income from the fund's tax-exempt securities
are generally exempt from federal income tax, distributions from other sources,
including capital gain distributions, and any gains on the sale of your shares,
are not. You should consult a tax adviser about whether an alternative minimum
tax applies to you and about state and local taxes on your fund distributions.



                                       2
<PAGE>
Market segment risks
To the extent the fund emphasizes, from time to time, investments in a market
segment, the fund will be subject to a greater degree to the risks particular
to the industries in that segment, and may experience greater market
fluctuation, than a fund without the same focus.


                                       3
<PAGE>
Basic information about the fund

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


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


Fund performance

The chart and average total return table show the year-by-year performance of
the fund's Class Y shares.

The performance of Class Y shares for the period prior to the commencement of
operations of Class Y shares on February 28, 2002 is the net asset value
performance of the fund's Class A shares, which has not been restated to
reflect any differences in expenses, including Rule 12b-1 fees applicable to
Class A shares.


The chart does not reflect any sales charge you may pay when you buy or sell
fund shares. Any sales charge will reduce your return. You do not pay a sales
charge on purchases or redemptions of Class Y shares.

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

[THE TABLE BELOW WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL]

<TABLE>
<S>                    <C>
'98                     6.20
'99                    -4.29
'00                    11.63
'01                     4.13
'02                     6.73
'03                     6.20
'04                     5.14
'05                     4.40
'06                     5.69
'07                    -0.94
</TABLE>


The highest calendar quarterly return was 4.84% (09/30/2000 to 12/31/2000)

The lowest calendar quarterly return was -3.32% (03/31/2004 to 06/30/2004)


                                       4
<PAGE>
Comparison with the Lehman Brothers Municipal Bond Index

The table shows the average annual total returns for Class Y shares of the fund
over time and compares these returns to the returns of the Lehman Brothers
Municipal Bond Index. This index is a broad measure of the municipal bond
market

Unlike the fund, the index is not managed and does not incur fees, expenses or
taxes. You cannot invest directly in the index. The table:

o Assumes that you sell your shares at the end of the period
o Assumes that you reinvest all of your dividends and distributions


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


Average annual total return (%)
(for periods ended December 31, 2007)

<TABLE>
<CAPTION>
                                                               Since  Inception
                             1 Year   5 Years   10 Years   Inception      Date#
-------------------------------------------------------------------------------
<S>                         <C>        <C>       <C>        <C>         <C>
Class Y                                                                 1/18/77
Return before taxes           -0.94      4.07       4.41        6.05
-------------------------------------------------------------------------------
Return after taxes
on distributions              -0.97      4.04       4.28        5.88
-------------------------------------------------------------------------------
Return after taxes
on distributions
and sale of shares             0.92      4.18       4.40        5.92
-------------------------------------------------------------------------------
Lehman Brothers Municipal
Bond Index (reflects no
deduction for fees,
expenses or taxes)             3.36      4.30       5.18        7.49*
-------------------------------------------------------------------------------
</TABLE>


# Inception date of the fund's Class A shares. Class Y shares commenced
  operations on February 28, 2002.

* Since December 31, 1979. Index return information is not available for prior
  periods.


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



                                       5
<PAGE>
Basic information about the fund

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

Shareowner fees
<TABLE>
<CAPTION>
paid directly from your investment                                      Class Y
-------------------------------------------------------------------------------
<S>                                                         <C>
Maximum sales charge (load) when you buy shares                            None
-------------------------------------------------------------------------------
Maximum deferred sales charge (load) when you sell shares                  None
-------------------------------------------------------------------------------
</TABLE>

Annual fund operating expenses


<TABLE>
<CAPTION>
paid from the assets of the fund
as a percentage of average daily net assets                             Class Y
-------------------------------------------------------------------------------
<S>                                           <C>
Management Fee                                                            0.47%
-------------------------------------------------------------------------------
Distribution and Service (12b-1) Fee                                      0.00%
-------------------------------------------------------------------------------
Other Expenses                                                            0.07%
-------------------------------------------------------------------------------
Total Annual Fund Operating Expenses(1)                                   0.54%
-------------------------------------------------------------------------------
</TABLE>


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


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


<TABLE>
<CAPTION>
           Number of years you own your shares
           -----------------------------------
                1         3         5       10
----------------------------------------------
<S>       <C>    <C>     <C>     <C>
Class Y       $55      $173      $302     $677
----------------------------------------------
</TABLE>



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



                                       6
<PAGE>

Additional information about investment strategies
and risks

The following sections provide additional information about the fund's
investment strategies and risks. To learn more about these investments and
risks, you should obtain and read the statement of additional information
(SAI).


More on rating criteria
For purposes of the fund's credit quality policies, if a security receives
different ratings from nationally recognized statistical rating organizations,
the fund will use the rating chosen by the portfolio manager as most
representative of the security's credit quality. If a rating organization
changes the quality rating assigned to one or more of the fund's portfolio
securities, or the credit quality deteriorates, Pioneer will consider if any
action is appropriate in light of the fund's investment objective and policies.
Credit ratings are only the opinions of the companies issuing them and are not
absolute guarantees of quality.



Taxable investments
The fund may invest up to 20% of its net assets in securities of other
investment companies, investment grade commercial paper, U.S. government
securities, U.S. or foreign bank instruments and repurchase agreements.


Below investment grade securities
The fund may invest up to 10% of its net assets in debt securities rated below
investment grade or, if unrated, of equivalent quality as determined by
Pioneer. Debt securities rated below investment grade are commonly referred to
as "junk bonds" and are considered speculative. Below investment grade debt
securities involve greater risk of loss, are subject to greater price
volatility and are less liquid, especially during periods of economic
uncertainty or change, than higher quality debt securities. The fund may invest
in debt securities rated "D" or better, or comparable unrated securities.

Collateralized debt obligations
The fund may invest in asset-backed securities issued by special entities, such
as trusts, that are backed by a pool of financial assets. The fund may invest
in collateralized debt obligations (CDOs), which include collateralized bond
obligations (CBOs), collateralized loan obligations (CLOs) and other similarly
structured securities. A CDO is a trust backed by a pool of fixed income
securities. The trust typically is split into two or more portions, called
tranches, which vary in credit quality and yield. Lower tranches pay higher
interest rates but represent lower degrees of credit quality and are more
sensitive to the rate of defaults in the pool of obligations. The risks of an
investment in a CDO depend largely on the type of the underlying obligations
(e.g., an underlying obligation may decline in quality or default) and the
tranche of the CDO in which the fund invests (e.g., the fund may


                                       7
<PAGE>
Basic information about the fund

invest in a tranche of CDO that is subordinate to other tranches). Investments
in CDOs may be characterized by the fund as illiquid securities, which may be
difficult to sell at an advantageous time or price.

Inverse floating rate obligations
The fund may invest up to 10% of its net assets in inverse floating rate
obligations (a type of derivative instrument). Inverse floating rate
obligations represent interests in tax-exempt bonds. The interest rate on
inverse floating rate obligations will generally decrease as short-term
interest rates increase, and increase as short-term rates decrease. Due to
their leveraged structure, the sensitivity of the market value of an inverse
floating rate obligation to changes in interest rates is generally greater than
a comparable long-term bond issued by the same municipality and with similar
credit quality, redemption and maturity provisions. Inverse floating rate
obligations may be volatile and involve leverage risk.


Derivatives

The fund may, but is not required to, use futures and options on securities,
indices 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, indices or other financial instruments. Although there is no
specific limitation on investing in derivatives, the fund does not use
derivatives as a primary investment technique and generally limits their use to
hedging. However, the fund may use derivatives for a variety of non-principal
purposes, including:
o As a hedge against adverse changes in the market prices of securities or
  interest rates
o As a substitute for purchasing or selling securities
o To increase the fund's return as a non-hedging strategy that may be
  considered speculative


Derivatives may be subject to market risk, interest rate risk and credit risk.
The fund's use of certain derivatives may, in some cases, involve forms of
financial leverage, which involves risk and may increase the volatility of the
fund's net asset value. Even a small investment in derivatives can have a
significant impact on the fund's investment exposure to the market prices of
securities or interest rates. Therefore, using derivatives can dispropor-
tionately increase losses and reduce opportunities for gain. If changes in a
derivative's value do not correspond to changes in the value of the fund's
other investments or do not correlate well with the underlying asset, rate or
index, 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
issuer of the derivative defaults on its obligation. Certain derivatives
may be less liquid. Some derivatives may involve the risk of improper
valuation, which may reduce the return of the fund if it cannot sell or
terminate the derivative at an advantageous time or price. The fund will only
invest in derivatives to the extent Pioneer believes these investments do not
prevent the fund from seeking



                                       8
<PAGE>

its investment objective, but derivatives may not perform as intended. Suitable
derivatives may not be available in all circumstances or at reasonable prices
and may not be used by the fund for a variety of reasons.

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

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

See "Financial highlights" for actual annual turnover rates.

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



                                       9
<PAGE>
Management

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


Pioneer is an indirect, wholly owned subsidiary of UniCredito Italiano S.p.A.,
one of the largest banking groups in Italy. Pioneer is part of the global asset
management group providing investment management and financial services to
mutual funds, institutional and other clients. As of March 31, 2008, assets
under management were approximately $301 billion worldwide, including over $74
billion in assets under management by Pioneer.


Investment adviser
Pioneer's main office is at 60 State Street, Boston, Massachusetts 02109. The
firm's U.S. mutual fund investment history includes creating in 1928 one of the
first mutual funds.

Portfolio management
Day-to-day management of the fund's portfolio is the responsibility of David
Eurkus, lead portfolio manager. Mr. Eurkus is supported by Timothy Pynchon,
portfolio manager, and the fixed income team. Members of this team manage other
Pioneer funds investing primarily in fixed income securities. The portfolio
managers and the team also may draw upon the research and investment management
expertise of Pioneer's affiliate, Pioneer Investment Management Limited. Mr.
Eurkus joined Pioneer as a senior vice president in 2001 and has been an
investment professional since 1969. Mr. Pynchon joined Pioneer as a vice
president in 2000 and has been an investment professional since 1982.


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


Management fee
The fund pays Pioneer a fee for managing the fund and to cover the cost of
providing certain services to the fund. Pioneer's annual fee is equal to 0.50%
of the fund's average daily net assets up to $250 million, 0.48% of the next
$50 million and 0.45% on assets over $300 million. The fee is accrued daily and
paid monthly.


For the fiscal year ended December 31, 2007, the fund paid management fees
equivalent to 0.47% of the fund's average daily net assets.

A discussion regarding the basis for the Board of Trustees' approval of the
management contract is available in the fund's annual report to shareholders,
for the fiscal year ended December 31, 2007.



                                       10
<PAGE>
Distributor and transfer agent

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



                                       11
<PAGE>
Buying, exchanging and selling shares

Net asset value

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

The fund generally values its securities using closing market prices or readily
available market quotations. When closing market prices or market quotations
are not available or are considered by Pioneer to be unreliable, the fund uses
fair value methods to value its securities pursuant to procedures adopted by
the Board of Trustees. Valuing securities using fair value methods may cause
the net asset value of the fund's shares to differ from the net asset value
that would be calculated only using market prices. For market prices and
quotations, as well as for some fair value methods, the fund relies upon
securities prices provided by pricing services.

The fund uses fair value pricing methods for 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.
International securities markets may be open on days when the U.S. markets are
closed. For this reason, the values of any international securities owned by
the fund could change on a day you cannot buy or sell shares of the fund.

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


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


                                       12
<PAGE>
-------------------------------------------------------------------------------
  Share price
  The net asset value per share calculated on the day of your transaction.
-------------------------------------------------------------------------------

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

Additional payments to financial intermediaries
Pioneer and its affiliates may make additional payments to your financial
intermediary. These payments by Pioneer may provide your financial intermediary
with an incentive to favor the Pioneer funds over other mutual funds or assist
the distributor in its efforts to promote the sale of the fund's shares.
Financial intermediaries include broker-dealers, banks (including bank trust
departments), registered investment advisers, financial planners, retirement
plan administrators and other types of intermediaries.

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

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

Pioneer may benefit from revenue sharing if the intermediary features the
Pioneer funds in its sales system (such as by placing certain Pioneer funds on
its preferred fund list or giving access on a preferential basis to members of
the financial intermediary's sales force or management). In addition, the
financial intermediary may agree to participate in the distributor's marketing
efforts (such as by helping to facilitate or provide financial assistance for
conferences, seminars or other programs at which Pioneer personnel may make
presentations on the Pioneer funds to the intermediary's sales force). To the
extent intermediaries sell more shares of the Pioneer funds or retain shares of
the Pioneer funds in their clients'



                                       13
<PAGE>
Buying, exchanging and selling shares


accounts, Pioneer receives greater management and other fees due to the
increase in the Pioneer funds' assets. The intermediary may earn a profit on
these payments to the intermediary if the amount of the payment exceeds the
intermediary's costs.


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


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



                                       14
<PAGE>
Opening your account

If you are an individual or other non-institutional investor, open your Class Y
share account by completing an account application and sending it to the
transfer agent by mail or by fax. If you are any other type of investor, please
call the transfer agent to obtain a Class Y share account application and an
account number.

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

The transfer agent must receive your account application before you send your
initial check or federal funds wire. In addition, you must provide a bank wire
address of record when you establish your account.


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


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

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

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

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


                                       15
<PAGE>
Buying, exchanging and selling shares

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

-------------------------------------------------------------------------------
 By phone
 If you want to place your telephone transaction by speaking to a shareowner
 services representative, call 1-800-665-8839 between 9:00 a.m. and 5:30 p.m.
 Eastern time on any weekday that the New York Stock Exchange is open.
-------------------------------------------------------------------------------


                                       16
<PAGE>
General rules on buying, exchanging and selling your fund shares

Share price

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


-------------------------------------------------------------------------------
 Good order means that:
 o You have provided adequate instructions
 o There are no outstanding claims against your account
 o There are no transaction limitations on your account

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

 o Your request includes a signature guarantee if you:
   - Are selling over $100,000 worth of shares and
   - Want the sale proceeds sent to an address other than your bank account of
     record or
   - Want the sale proceeds to be made payable to someone other than the
     account's record owners or

   - Changed your account registration, address of record or bank account of
     record within the last 30 days

   - Are selling or exchanging over $5 million worth of shares
   - Are transferring the sale proceeds to a Pioneer mutual fund account with
     a different registration
-------------------------------------------------------------------------------


Transaction limitations
Your transactions are subject to certain limitations, including the limitation
on the purchase of the fund's shares within 30 calendar days of a redemption.
See "Excessive trading."


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


                                       17
<PAGE>
Buying, exchanging and selling shares


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


Minimum investment amount

Your initial Class Y share investment must be at least $5 million. This amount
may be invested in one or more of the Pioneer mutual funds that currently offer
Class Y shares. There is no minimum additional investment amount. The fund may
waive the initial investment amount.


Waivers of the minimum investment amount
The fund will accept an initial investment of less than $5 million if:

(a) The investment is made by a trust company or bank trust department which is
    initially investing at least $1 million in any of the Pioneer mutual funds
    and, at the time of the purchase, such assets are held in a fiduciary,
    advisory, custodial or similar capacity over which the trust company or
    bank trust department has full or shared investment discretion; or

(b) The investment is at least $1 million in any of the Pioneer mutual funds
    and the purchaser is an insurance company separate account; or


(c) The account is not represented by a broker-dealer and the investment is
    made by (1) an ERISA-qualified retirement plan that meets the requirements
    of Section 401 of the Internal Revenue Code, (2) an employer-sponsored
    retirement plan that meets the requirements of Sections 403 or 457 of the
    Internal Revenue Code, (3) a private foundation that meets the
    requirements of Section 501(c)(3) of the Internal Revenue Code or (4) an
    endowment or other organization that meets the requirements of Section
    509(a)(1) of the Internal Revenue Code; or


(d) The investment is made by an employer-sponsored retirement plan established
    for the benefit of (1) employees of Pioneer or its affiliates, or (2)
    employees or the affiliates of broker-dealers who have a Class Y shares
    sales agreement with the distributor; or

(e) The investment is made through certain mutual fund programs sponsored by
    qualified intermediaries, such as broker-dealers and investment advisers.
    In each case, the intermediary has entered into an agreement with Pioneer
    to


                                       18
<PAGE>

   include Class Y shares of the Pioneer mutual funds in their program. The
   intermediary provides investors participating in the program with
   additional services, including advisory, asset allocation, recordkeeping or
   other services. You should ask your investment firm if it offers and you
   are eligible to participate in such a mutual fund program and whether
   participation in the program is consistent with your investment goals. The
   intermediaries sponsoring or participating in these mutual fund programs
   may also offer their clients other classes of shares of the funds and
   investors may receive different levels of services or pay different fees
   depending upon the class of shares included in the program. Investors
   should consider carefully any separate transaction and other fees charged
   by these programs in connection with investing in each available share
   class before selecting a share class; or

(f)The investment is made by another Pioneer fund

The fund reserves the right to waive the initial investment minimum in other
circumstances.


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 on the date of redemption.

Exchanging

You may exchange your Class Y shares for the Class Y shares of another Pioneer
mutual fund.

Your exchange request must be for at least $1,000. The fund allows you to
exchange your Class Y shares at net asset value without charging you either an
initial or contingent deferred sales charge. Before you request an exchange,
consider each fund's investment objective and policies as described in the
fund's prospectus.

Selling

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


The fund generally will send your sale proceeds by check, bank wire or
electronic funds transfer. Normally you will be paid within seven days. If you
recently


                                       19
<PAGE>

Buying, exchanging and selling shares


purchased the shares being sold, the fund may delay payment of the sale
proceeds until your check has cleared. This may take up to 10 calendar days
from the purchase date.


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

-------------------------------------------------------------------------------
 Other requirements
 If you must use a written request to exchange or sell your Class Y shares and
 your account is registered in the name of a corporation or other fiduciary you
 must include the name of an authorized person and a certified copy of a
 current corporate resolution, certificate of incumbency or similar legal
 document showing that the named individual is authorized to act on behalf of
 the record owner.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
           You may have to pay income taxes on a sale or an exchange.
-------------------------------------------------------------------------------


                                       20
<PAGE>
Buying shares

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

If you are registering an account in the name of a corporation or other
fiduciary, you must send your completed account set-up forms to the transfer
agent prior to making your initial purchase.

By wire
If you have an existing Class Y account, you may wire funds to purchase Class Y
shares. Note, however, that:
o State Street Bank must receive your wire no later than 11:00 a.m. Eastern
  time on the business day after the fund receives your request to purchase
  shares
o If State Street Bank does not receive your wire by 11:00 a.m. Eastern time on
  the next business day, your transaction will be canceled at your expense
  and risk
o Wire transfers normally take two or more hours to complete and a fee may be
  charged by the sending bank
o Wire transfers may be restricted on holidays and at certain other times

Instruct your bank to wire funds to:
Receiving Bank:        State Street Bank
                         and Trust Company
                       225 Franklin Street
                       Boston, MA 02101
                       ABA Routing No. 011000028


For further credit to: Shareholder Name
                       Existing Pioneer
                       Account No.
                       Tax Free Income Fund


Through your investment firm
Consult your investment professional for more information.

                                       21
<PAGE>
Buying, exchanging and selling shares

Exchanging shares

In writing, by mail or by fax
You can exchange Class Y shares by mailing or faxing a letter of instruction to
the transfer agent. You can exchange fund shares directly through the fund only
if your account is registered in your name. However, you may not fax an
exchange request for more than $5 million. Include in your letter:
o The name and signature of all registered owners
o A signature guarantee for each registered owner if the amount of the exchange
  is more than $5 million
o The name of the fund out of which you are exchanging and the name of the fund
  into which you are exchanging
o The dollar amount or number of Class Y shares you are exchanging

By phone
After you establish your Class Y account, you can exchange fund shares by phone
if:
o You are using the exchange to establish a new account, provided the new
  account has a registration identical to the original account
o The fund into which you are exchanging offers Class Y shares
o You are not exchanging more than $5 million worth of shares per account
  per day
o You can provide the proper account identification information

Through your investment firm
Consult your investment professional for more information about exchanging your
shares.


                                       22
<PAGE>
Selling shares

In writing, by mail or by fax
You can sell some or all of your Class Y shares by writing directly to the fund
only if your account is registered in your name. Include in your request your
name, the fund's name, your fund account number, the dollar amount or number of
Class Y shares to be sold and any other applicable requirements as described
below.
o The transfer agent will send the sale proceeds to your address of record
  unless you provide other instructions
o Your request must be signed by all registered owners
o The transfer agent will not process your request until it is received in good
  order


By fax
o You may sell up to $5 million per account per day if the proceeds are
  directed to your bank account of record
o You may sell up to $100,000 per account per day if the proceeds are not
  directed to your bank account of record


By phone or wire
o You may sell up to $5 million per account per day if the proceeds are
  directed to your bank account of record
o You may sell up to $100,000 per account per day if the proceeds are not
  directed to your bank account of record

You may sell fund shares held in a retirement plan account by phone only if
your account is an IRA. You may not sell your shares by phone if you have
changed your address (for checks) or your bank information (for wires and
transfers) in the last 30 days.

You may receive your sale proceeds:
o By check, provided the check is made payable exactly as your account is
  registered
o By bank wire or by electronic funds transfer, provided the sale proceeds are
  being sent to your bank address of record

Through your investment firm
Consult your investment professional for more information. The fund has
authorized the distributor to act as its agent in the repurchase of fund shares
from qualified investment firms. The fund reserves the right to terminate this
procedure at any time.


                                       23
<PAGE>
Buying, exchanging and selling shares

How to contact us

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

To use FactFone(SM) call
1-800-225-4321

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

Pioneer website
www.pioneerinvestments.com

By fax
Fax your exchange and sale requests to:
1-888-294-4485


                                       24
<PAGE>
Excessive trading
Frequent trading into and out of the fund can disrupt portfolio management
strategies, harm fund performance by forcing the fund to hold excess cash or to
liquidate certain portfolio securities prematurely and increase expenses for
all investors, including long-term investors who do not generate these costs.
An investor may use short-term trading as a strategy, for example, if the
investor believes that the valuation of the fund's portfolio securities for
purposes of calculating its net asset value does not fully reflect the then
current fair market value of those holdings. The fund discourages, and does not
take any intentional action to accommodate, excessive and short-term trading
practices, such as market timing. Although there is no generally applied
standard in the marketplace as to what level of trading activity is excessive,
we may consider trading in the fund's shares to be excessive for a variety of
reasons, such as if:
o You sell shares within a short period of time after the shares were
  purchased;
o You make two or more purchases and redemptions within a short period of time;

o You enter into a series of transactions that indicate 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 or other intermediary has
engaged in excessive short-term trading that we believe may be harmful to the
fund, we will ask the investor, broker or other intermediary to cease such
activity and we will refuse to process purchase orders (including purchases by
exchange) of such investor, broker, other intermediary or accounts that we
believe are under their control. In determining whether to take such actions,
we seek to act in a manner that is consistent with the best interests of the
fund's shareholders.

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



                                       25
<PAGE>
Buying, exchanging and selling shares


The fund may reject a purchase or exchange order before its acceptance or the
issuance of shares. The fund may also restrict additional purchases or
exchanges in an account. Each of these steps may be taken for any transaction,
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 or exchange 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.

To limit the negative effects of excessive trading on the fund, the fund has
adopted the following restriction on investor transactions. If an investor
redeems $5,000 or more (including redemptions that are a part of an exchange
transaction) from the fund, that investor shall be prevented (or "blocked")
from purchasing shares of the fund (including purchases that are a part of an
exchange transaction) for 30 calendar days after the redemption. This policy
does not apply to systematic purchase or withdrawal plan transactions,
transactions made through employer-sponsored retirement plans described under
Section 401(a), 403(b) or 457 of the Internal Revenue Code or employee benefit
plans, scheduled (Internal Revenue Code Section 72(t) election) or mandatory
(required minimum distribution) withdrawals from IRAs, rebalancing transactions
made through certain asset allocation or "wrap" programs, transactions by
insurance company separate accounts or transactions by other funds that invest
in the fund. This policy does not apply to purchase or redemption transactions
of less than $5,000 or to the Pioneer money market funds. Purchases pursuant to
the reinstatement privilege for Class A and Class B shares are subject to this
policy.

We rely on financial intermediaries that maintain omnibus accounts to apply to
their customers either the fund's policy described above or their own policies
or restrictions designed to limit excessive trading of fund shares. However, we
do not impose this policy at the omnibus account level.


Account options

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

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


                                       26
<PAGE>
(2) You may elect to have the amount of any dividends paid to you in cash and
    any capital gain distributions reinvested in additional shares.

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

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


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


Shareowner services

Pioneer website
www.pioneerinvestments.com
The website includes a full selection of information on mutual fund investing.
You can also use the website to get:
o Your current account information
o Prices, returns and yields of all publicly available Pioneer mutual funds
o Prospectuses, statements of additional information and shareowner reports for
  all the Pioneer mutual funds
o A copy of Pioneer's privacy notice


FactFone(SM) 1-800-225-4321
You can use FactFone(SM) to:
o Obtain current information on your Pioneer mutual fund accounts
o Inquire about the prices and yields of all publicly available Pioneer mutual
  funds
o Request account statements

If your account is registered in the name of a broker-dealer or other third
party, you may not be able to use FactFone(SM) to obtain account information.

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


                                       27
<PAGE>
Buying, exchanging and selling shares

Tax information

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


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

Shareowner account policies

Signature guarantees and other requirements
You are required to obtain a signature guarantee when:
o Requesting certain types of exchanges or sales of fund shares
o Requesting certain types of changes for your existing account

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

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

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

Minimum account size
The fund requires that you maintain a minimum account value of $500. If you
hold less than $500 in your account, the fund reserves the right to notify you
that it intends to sell your shares and close your account. You will be given
60 days from the date of the notice to make additional investments to avoid
having your shares sold. This policy does not apply to certain qualified
retirement plan accounts.

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


                                       28
<PAGE>
accordingly. If you are unable to access pioneerinvestments.com or reach the
fund by telephone, you should communicate with the fund in writing.

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

Other policies
The fund and the distributor reserve the right to:
o reject any purchase or exchange order for any reason, without prior notice
o charge a fee for exchanges or to modify, limit or suspend the exchange
  privilege at any time without notice. The fund will provide 60 days' notice
  of material amendments to or termination of the exchange privilege
o revise, suspend, limit or terminate the account options or services available
  to shareowners at any time, except as required by the rules of the
  Securities and Exchange Commission

The fund reserves the right to:
o stop offering Class Y shares

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

o redeem in kind by delivering to you portfolio securities owned by the fund
  rather than cash. Securities you receive this way may increase or decrease
  in value while you hold them and you may incur brokerage and transaction
  charges and tax liability when you convert the securities to cash
o charge transfer, shareholder servicing or similar agent fees, such as an
  account maintenance fee for small balance accounts, directly to accounts
  upon at least 30 days' notice. The fund may do this by deducting the fee
  from your distribution of dividends and/or by redeeming shares to the
  extent necessary to cover the fee


                                       29
<PAGE>
Dividends, capital gains and taxes

Dividends and capital gains

The fund declares dividends daily. The dividends consist of substantially all
of the fund's net income (excluding any net capital gains). You begin to earn
dividends on the first business day following receipt of payment for shares.
You continue to earn dividends up to and including the date of sale. Dividends
are normally paid on the last business day of each month. The fund generally
pays any distributions of net short- and long-term capital gains in November.

The fund may also pay dividends and capital gain distributions at other times
if necessary for the fund to avoid U.S. federal income or excise tax. If you
invest in the fund shortly before a distribution of net short- or long-term
capital gains, generally you will pay a higher price per share and you will pay
taxes on the amount of the distribution whether you reinvest the distribution
in additional shares or receive it as cash.


Taxes

For U.S. federal income tax purposes, distributions from the fund's tax-exempt
interest income, called "exempt-interest dividends," are exempt from regular
federal income tax, but may be subject to state or local income taxes. A
portion of these dividends may be tax preference items for purposes of the
alternative minimum tax. Distributions from the fund's net capital gains (if
any) are considered long-term capital gains and may be taxable to you at
reduced rates depending upon their source and other factors. Distributions from
the fund's net short-term capital gains are taxable as ordinary income. All
other dividends are generally taxable as ordinary income. Since the fund's
income is derived from sources that do not pay dividends, it is not expected
that any dividends paid by the fund will qualify for either the dividends-
received deduction for corporations or the maximum 15% U.S. federal tax rate
available to individuals on "qualified dividend income." Any taxable dividends
and distributions are taxable whether you take payment in cash or reinvest them
to buy additional fund shares.

If the fund declares a taxable dividend in October, November or December,
payable to shareholders of record in such month, but pays it in January of the
following year, you will be taxed on the dividend as if you received it in the
year in which it was declared.

When you sell or exchange fund shares you will generally recognize a capital
gain or capital loss in an amount equal to the difference between the net
amount of sale proceeds (or, in the case of an exchange, the fair market value
of the shares) that you receive and your tax basis for the shares that you sell
or exchange.

You must provide your social security number or other taxpayer identification
number to the fund along with the certifications required by the Internal
Revenue Service when you open an account. If you do not or if it is otherwise
legally required to do so, the fund will withhold 28% "backup withholding" tax
from your dividends (other than exempt-interest dividends) and distributions,
sale proceeds and any other payments to you that are subject to backup
withholding.



                                       30
<PAGE>

You should ask your tax adviser about any federal and state tax considerations
relating to an investment in the fund, including the potential application of
the alternative minimum tax to you on the fund's exempt interest dividends and
possible state and local income taxation of the fund's exempt-interest
dividends and other distributions. You may also consult the fund's statement of
additional information for a more detailed discussion of U.S. federal income
tax considerations that may affect the fund and its shareowners.

-------------------------------------------------------------------------------
         Sales and exchanges may be taxable transactions to shareowners.
-------------------------------------------------------------------------------


                                       31
<PAGE>
Financial highlights

The financial highlights table helps you understand
the fund's financial performance since the inception of Class Y shares.

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

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


                                       32
<PAGE>
Pioneer Tax Free Income Fund


Class Y shares



<TABLE>
<CAPTION>
                                        Year Ended   Year Ended   Year Ended   Year Ended   Year Ended
                                         12/31/07     12/31/06     12/31/05     12/31/04     12/31/03
-------------------------------------------------------------------------------------------------------
<S>                                    <C>          <C>          <C>          <C>          <C>
Net asset value, beginning of period      $ 11.69      $ 11.56      $ 11.61      $ 11.64      $ 11.56
                                         --------------------------------------------------------------
Increase (decrease) from
  investment operations:
  Net investment income                   $  0.49      $  0.51      $  0.54      $  0.57      $  0.62
  Net realized and unrealized gain
   (loss) on investments                    (0.60)        0.13        (0.04)        0.01         0.07
                                         --------------------------------------------------------------
   Net increase (decrease) from
     investment operations                $ (0.11)     $  0.64      $  0.50      $  0.58      $  0.69
Distributions to shareowners:
  Net investment income                     (0.51)       (0.51)       (0.55)       (0.61)       (0.61)
                                         --------------------------------------------------------------
Net increase (decrease) in net
  asset value                             $ (0.62)     $  0.13      $ (0.05)     $ (0.03)     $  0.08
                                         --------------------------------------------------------------
Net asset value, end of period            $ 11.07      $ 11.69      $ 11.56      $ 11.61      $ 11.64
                                         ==============================================================
Total return*                              ( 0.94)%       5.69 %       4.40 %       5.14 %       6.21 %
Ratio of net expenses to average
  net assets+                                0.54 %       0.52 %       0.54 %       0.55 %       0.57 %
Ratio of net investment income to
  average net assets+                        4.35 %       4.42 %       4.22 %       5.26 %       5.21 %
Portfolio turnover rate                        68 %         66 %         26 %         39 %         80 %
Net assets, end of period
  (in thousands)                         $219,814     $276,760     $304,507       $  393       $1,387
Ratios with reduction for fees
  paid indirectly:
  Net expenses                               0.54 %       0.52 %       0.54 %       0.55 %       0.57 %
  Net investment income                      4.35 %       4.42 %       4.22 %       5.26 %       5.21 %
-------------------------------------------------------------------------------------------------------
</TABLE>



* Assumes initial investment at net asset value at the beginning of each
  period, reinvestment of all distributions, the complete redemption of the
  investment at 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.
+ Ratios with no reduction for fees paid indirectly.


                                       33
<PAGE>

                                     Notes


<PAGE>

                                     Notes


<PAGE>

                                     Notes


<PAGE>

Pioneer
Tax Free Income Fund

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

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

Shareowner reports

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


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

Visit our website
www.pioneerinvestments.com

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

(Investment Company Act file no. 811-02704)

[LOGO]PIONEER
      Investments(R)

Pioneer Funds Distributor, Inc.
60 State Street
Boston, MA 02109
                                                                  19291-02-0508
www.pioneerinvestments.com              (c)2008 Pioneer Funds Distributor, Inc.
                                                                    Member SIPC

<PAGE>

PIONEER TAX FREE INCOME FUND
                                 60 State Street
                           Boston, Massachusetts 02109

                       STATEMENT OF ADDITIONAL INFORMATION

                  Class A, Class B, Class C and Class Y Shares


                                   May 1, 2008

This statement of additional information is not a prospectus. It should be read
in conjunction with the fund's Class A, Class B and Class C shares prospectus
and its Class Y shares prospectus, each dated May 1, 2008, as supplemented or
revised from time to time. A copy of each prospectus can be obtained free of
charge by calling Shareholder Services at 1-800-225-6292 or by written request
to the fund at 60 State Street, Boston, Massachusetts 02109. You can also obtain
a copy of each prospectus from our website at: www.pioneerinvestments.com. The
fund's financial statements for the fiscal year ended December 31, 2007,
including the independent registered public accounting firm's report thereon,
are incorporated into this statement of additional information by reference.


                                TABLE OF CONTENTS


<TABLE>
                                                                               Page
                                                                               ----
<S>  <C>                                                                          <C>
1.   Fund History.................................................................2

2.   Investment Policies, Risks and Restrictions..................................2

3.   Trustees and Officers.......................................................25

4.   Investment Adviser..........................................................34

5.   Principal Underwriter and Distribution Plans................................36

6.   Shareholder Servicing/Transfer Agent........................................40

7.   Custodian...................................................................40

8.   Independent Registered Public Accounting Firm...............................40

9.   Portfolio Management........................................................40

10.  Portfolio Transactions......................................................44

11.  Description of Shares.......................................................46

12.  Sales Charges...............................................................46
</TABLE>

<PAGE>


<TABLE>
<S>  <C>                                                                         <C>
13.  Redeeming Shares............................................................54

14.  Telephone and Online Transactions...........................................55

15.  Pricing of Shares...........................................................57

16.  Tax Status..................................................................58

17.  Financial Statements........................................................65

18.  Annual Fee, Expense and Other Information...................................65

19.  Appendix A - Description of Short-Term Debt, Corporate Bond and
     Preferred Stock Ratings.....................................................70

20.  Appendix B - Proxy Voting Policies and Procedures...........................75
</TABLE>


1.   FUND HISTORY


The fund is a diversified open-end management investment company. The fund is a
series of Pioneer Tax Free Income Fund (the "Trust").The fund was organized as a
Nebraska corporation in 1968 and reorganized as a Delaware statutory trust in
June 1994. Prior to December 1, 1993, the fund was called Mutual of Omaha
Tax-Free Income Fund, Inc. From December 1, 1993 to June 30, 1994 the fund was
called Pioneer Tax-Free Income Fund, Inc. From June 30, 1994 to April 26, 2002,
the fund's name was Pioneer Tax-Free Income Fund. Pioneer Investment Management
Inc., ("Pioneer") is the fund's investment adviser.


2.   INVESTMENT POLICIES, RISKS AND RESTRICTIONS


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

Debt Securities and Related Investments


Debt Securities Rating Criteria


Investment grade debt securities are those rated "BBB" or higher by Standard &
Poor's Ratings Group ("Standard & Poor's") or the equivalent rating of other
nationally recognized statistical rating organizations. Debt securities rated
BBB are considered medium grade obligations with speculative characteristics,
and adverse economic conditions or changing circumstances may weaken the
issuer's ability to pay interest and repay principal.


                                       2
<PAGE>


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


Below investment grade debt securities or comparable unrated securities are
commonly referred to as "junk bonds" and are considered predominantly
speculative and may be questionable as to principal and interest payments.
Changes in economic conditions are more likely to lead to a weakened capacity to
make principal payments and interest payments. The amount of high yield
securities outstanding has proliferated as an increasing number of issuers have
used high yield securities for corporate financing. An economic downturn could
severely affect the ability of highly leveraged issuers to service their debt
obligations or to repay their obligations upon maturity. Factors having an
adverse impact on the market value of lower quality securities will have an
adverse effect on the fund's net asset value to the extent that it invests in
such securities. In addition, the fund may incur additional expenses to the
extent it is required to seek recovery upon a default in payment of principal or
interest on its portfolio holdings.

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

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

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


For purposes of the fund's credit quality policies, if a security receives
different ratings from nationally recognized statistical rating organizations,
the fund will use the rating chosen by the portfolio manager as most
representative of the security's credit quality. The ratings of nationally
recognized statistical rating organizations represent their opinions as to the
quality of the securities that they undertake to rate and may not accurately
describe the risk of the security. If a rating organization downgrades the
quality rating assigned to one or more of the fund's portfolio securities,
Pioneer will consider what actions, if any, are appropriate in light of the
fund's investment objectives and policies including selling the downgraded
security or purchasing


                                       3
<PAGE>

additional investment grade securities of the appropriate credit quality as soon
as it is prudent to do so.


At December 31, 2007, 28.7% of the fund's total assets were rated BBB (or were
of equivalent quality), 1.7% of the fund's total assets were rated BB (or were
of equivalent quality), 1.1% of the fund's total assets were rated B (or were of
equivalent quality), and 3.0% of the fund's total assets were rated CCC and
lower (or were of equivalent quality), 4.3% of the fund's long-term holdings
were not rated and cash or cash equivalents represented 0.0% of the fund's
long-term holdings.

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, authority or instrumentality of the U.S. government, including the
Federal Housing Administration, Federal Financing Bank, Farmers Home
Administration, Export-Import Bank of the U.S., Small Business Administration,
Government National Mortgage Association ("GNMA"), General Services
Administration, Central Bank for Cooperatives, Federal Farm Credit Banks,
Federal Home Loan Banks ("FHLBs"), Federal Home Loan Mortgage Corporation
("FHLMC"), Federal National Mortgage Association ("FNMA"), Maritime
Administration, Tennessee Valley Authority, District of Columbia Armory Board,
Resolution Trust Corporation and various institutions that previously were or
currently are part of the Farm Credit System (which has been undergoing
reorganization since 1987). Some U.S. government securities, such as U.S.
Treasury bills, Treasury notes and Treasury bonds, which differ only in their
interest rates, maturities and times of issuance, are supported by the full
faith and credit of the United States. Others are supported by: (i) the right of
the issuer to borrow from the U.S. Treasury, such as securities of the FHLBs;
(ii) the discretionary authority of the U.S. government to purchase the agency's
obligations, such as securities of the FNMA; or (iii) only the credit of the
issuer. No assurance can be given that the U.S. government will provide
financial support in the future to U.S. government agencies, authorities or
instrumentalities that are not supported by the full faith and credit of the
United States. Securities guaranteed as to principal and interest by the U.S.
government, its agencies, authorities or instrumentalities include: (i)
securities for which the payment of principal and interest is backed by an
irrevocable letter of credit issued by the U.S. government or any of its
agencies, authorities or instrumentalities; and (ii) participations in loans
made to non-U.S. governments or other entities that are so guaranteed. The
secondary market for certain of these participations is limited and, therefore,
may be regarded as illiquid.

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


                                       4
<PAGE>


Treasury as component parts of U.S. Treasury bonds and represent scheduled
interest and principal payments on the bonds.


Municipal Obligations


The fund may purchase municipal obligations. The term "municipal obligations"
generally is understood to include debt obligations issued by municipalities to
obtain funds for various public purposes, the income from which is, in the
opinion of bond counsel to the issuer, excluded from gross income for U.S.
federal income tax purposes. In addition, if the proceeds from private activity
bonds are used for the construction, repair or improvement of privately operated
industrial or commercial facilities, the interest paid on such bonds may be
excluded from gross income for U.S. federal income tax purposes, although
current federal tax laws place substantial limitations on the size of these
issues. The fund's distributions of any interest it earns on municipal
obligations will be taxable to shareholders as ordinary income.


The two principal classifications of municipal obligations are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its faith, credit, and taxing power for the payment of
principal and interest. Revenue bonds are payable from the revenues derived from
a particular facility or class of facilities or, in some cases, from the
proceeds of a special excise or other specific revenue source, but not from the
general taxing power. Sizable investments in these obligations could involve an
increased risk to the fund should any of the related facilities experience
financial difficulties. Private activity bonds are in most cases revenue bonds
and do not generally carry the pledge of the credit of the issuing municipality.
There are, of course, variations in the security of municipal obligations, both
within a particular classification and between classifications.

The fund may invest more than 25% of its total assets in securities the payments
on which are derived from gas, electric, telephone, sewer and water segments of
the municipal bond market. In view of this, an investment in the fund should be
made with an understanding of the characteristics of these economic sectors and
the potential risks of such an investment. Sector-wide problems include the
effects of fluctuating economic conditions, energy conservation practices on
levels of usage, difficulties in obtaining timely and adequate rate relief,
compliance with environmental regulations, increasing capital expenditures and
uncertainties with respect to fuel availability at reasonable prices. The fund
does not consider broader economic sectors of the municipal bond market, such as
the utilities sector, to be a single industry but will not purchase securities
if more than 25% of its total assets would be invested in any one industry. For
purposes of this limitation, Tax-Exempt Bonds, except those issued for the
benefit of non-governmental users, are not considered to be part of an industry.
The fund may invest 25% or more of its total assets in Tax-Exempt Bonds of
issuers in any one state and it may invest up to 20% of its total assets in
industrial development bonds.

The yields on Tax-Exempt Bonds are dependent on a variety of factors, including
general money market conditions, general conditions of the Tax-Exempt Bond
market, the size of a particular offering, the maturity of the obligation, and
the rating of the issue. The value of outstanding Tax-Exempt Bonds will vary as
a result of changing evaluations of the ability of their issuers to meet the
interest and principal payments. Such values will also change in response to
changes in the interest rates payable on new issues of Tax-Exempt Bonds. Should
such interest rates rise, the values of outstanding bonds, including those held
in the fund's portfolio, will decline and (if purchased at principal amount)
would sell at a discount, and, if such interest rates fall, the values of
outstanding bonds will increase and (if purchased at principal amount) would
sell at a

                                       5
<PAGE>

premium. Changes in the value of the Tax-Exempt Bonds held in the fund's
portfolio arising from these or other factors will cause changes in the net
asset value per share of the fund.

From time to time, proposals have been introduced before Congress for the
purpose of restricting or eliminating the U.S. federal income tax exemption for
interest on Tax-Exempt Bonds. It can be expected that similar proposals may be
introduced in the future. If such a proposal were enacted, the availability of
Tax-Exempt Bonds for investment by the fund and the value of the fund's
portfolio would be affected. Additionally, the fund would reevaluate its
investment objective and policies and consider changes in the structure of the
fund.

Municipal Lease Obligations

Municipal lease obligations or installment purchase contract obligations
(collectively, "lease obligations") have special risks not ordinarily associated
with other Tax-Exempt Bonds. Although lease obligations do not constitute
general obligations of the municipality for which the municipality's taxing
power is pledged, a lease obligation ordinarily is backed by the municipality's
covenant to budget for, appropriate and make the payments due under the lease
obligations. However, certain lease obligations contain "non-appropriation"
clauses which provide that the municipality has no obligation to make lease or
installment purchase payments in future years unless money is appropriated for
such purpose on a yearly basis. In addition to the non-appropriation risk, these
securities represent a relatively new type of financing that has not yet
developed the depth of marketability associated with more conventional bonds.
Although non-appropriation lease obligations are secured by the leased property,
disposition of the property in the event of foreclosure might prove difficult.
The fund will seek to minimize these risks.

In determining the liquidity of municipal lease obligations, Pioneer, under
guidelines established by the fund's Board of Trustees, will consider: (1) the
essential nature of the leased property; and (2) the likelihood that the
municipality will discontinue appropriating funding for the leased property
because the property is no longer deemed essential to the operation of the
municipality.

If leased property is determined not to be essential in nature or if there is a
likelihood that the municipality will discontinue appropriating funding, then
the following factors will also be considered in determining liquidity:

(1) any relevant factors related to the general credit quality of the
municipality, which may include: (a) whether the lease can be canceled; (b) what
assurance there is that the assets represented by the lease can be sold; (c) the
strength of the lessee's general credit (e.g., its debt, administrative,
economic and financial characteristics); and (d) the legal recourse in the event
of failure to appropriate.

(2) any relevant factors related to the marketability of the municipal lease
obligation which may include: (a) the frequency of trades and quotes for the
obligation; (b) the number of dealers willing to purchase or sell the obligation
and the number of other potential purchasers; (c) the willingness of dealers to
undertake to make a market in the obligation; and (d) the nature of the
marketplace trades, including the time needed to dispose of the obligation, the
method of soliciting offers, and the mechanics of transfer.


Asset-Backed Securities

The fund may invest in asset-backed securities, which are securities that
represent a participation in, or are secured by and payable from, a stream of
payments generated by particular assets, most


                                       6
<PAGE>


often a pool or pools of similar assets (e.g., trade receivables). The credit
quality of these securities depends primarily upon the quality of the underlying
assets and the level of credit support and/or enhancement provided.

The underlying assets (e.g., loans) are subject to prepayments which shorten the
securities' weighted average maturity and may lower their return. If the credit
support or enhancement is exhausted, losses or delays in payment may result if
the required payments of principal and interest are not made. The value of these
securities also may change because of changes in the market's perception of the
creditworthiness of the servicing agent for the pool, the originator of the
pool, or the financial institution or trust providing the credit support or
enhancement. There may be no perfected security interest in the collateral that
relates to the financial assets that support asset-backed securities. Asset
backed securities have many of the same characteristics and risks as the
mortgage-backed securities described above.

The fund may purchase commercial paper, including asset-backed commercial paper
("ABCP") that is issued by structured investment vehicles or other conduits.
These conduits may be sponsored by mortgage companies, investment banking firms,
finance companies, hedge funds, private equity firms and special purpose finance
entities. ABCP typically refers to a debt security with an original term to
maturity of up to 270 days, the payment of which is supported by cash flows from
underlying assets, or one or more liquidity or credit support providers, or
both. Assets backing ABCP include credit card, car loan and other consumer
receivables and home or commercial mortgages, including subprime mortgages. The
repayment of ABCP issued by a conduit depends primarily on the cash collections
received from the conduit's underlying asset portfolio and the conduit's ability
to issue new ABCP. Therefore, there could be losses to a fund investing in ABCP
in the event of credit or market value deterioration in the conduit's underlying
portfolio, mismatches in the timing of the cash flows of the underlying asset
interests and the repayment obligations of maturing ABCP, or the conduit's
inability to issue new ABCP. To protect investors from these risks, ABCP
programs may be structured with various protections, such as credit enhancement,
liquidity support, and commercial paper stop-issuance and wind-down triggers.
However there can be no guarantee that these protections will be sufficient to
prevent losses to investors in ABCP.

Some ABCP programs provide for an extension of the maturity date of the ABCP if,
on the related maturity date, the conduit is unable to access sufficient
liquidity through the issue of additional ABCP. This may delay the sale of the
underlying collateral and a fund may incur a loss if the value of the collateral
deteriorates during the extension period. Alternatively, if collateral for ABCP
commercial paper deteriorates in value, the collateral may be required to be
sold at inopportune times or at prices insufficient to repay the principal and
interest on the ABCP. ABCP programs may provide for the issuance of subordinated
notes as an additional form of credit enhancement. The subordinated notes are
typically of a lower credit quality and have a higher risk of default. A fund
purchasing these subordinated notes will therefore have a higher likelihood of
loss than investors in the senior notes.

Asset-backed securities include collateralized debt obligations ("CDOs"), such
as collateralized bond obligations ("CBOs"), collateralized loan obligations
("CLOs") and other similarly structured securities. A CBO is a trust backed by a
pool of fixed income securities. A CLO is a trust typically collateralized by a
pool of loans, which may include, among others, domestic and foreign senior
secured loans, senior unsecured loans, and subordinate corporate loans,
including loans that may be rated below investment grade or equivalent unrated
loans. CDOs may charge management fees and administrative expenses.

                                       7
<PAGE>


The trust is typically split into two or more portions, called tranches, varying
in credit quality and yield. The riskiest portion is the "equity" tranche which
bears the bulk of defaults from the bonds or loans in the trust and serves to
protect the other, more senior tranches from default in all but the most severe
circumstances. Since it is partially protected from defaults, a senior tranche
from a CBO trust or CLO trust typically have higher ratings and lower yields
than their underlying securities, and can be rated investment grade. Despite the
protection from the equity tranche, CBO or CLO tranches can experience
substantial losses due to actual defaults, increased sensitivity to defaults due
to collateral default and the disappearance of protecting tranches, market
anticipation of defaults, as well as aversion to CBO or CLO securities as a
class.


The risks of an investment in a CDO depend largely on the type of the collateral
securities and the class of the CDO in which the fund invests. Normally, CBOs,
CLOs and other CDOs are privately offered and sold, and thus are not registered
under the securities laws. As a result, investments in CDOs may be characterized
by the fund as illiquid securities. However, an active dealer market may exist
for CDOs allowing a CDO to qualify for Rule 144A treatment. In addition to the
normal risks associated with fixed income securities (e.g., interest rate risk
and default risk), CDOs carry additional risks including, but not limited to:
(i) the possibility that distributions from collateral securities will not be
adequate to make interest or other payments; (ii) the quality of the collateral
may decline in value or default; (iii) the fund may invest in CDOs that are
subordinate to other classes; and (iv) the complex structure of the security may
not be fully understood at the time of investment and may produce disputes with
the issuer or unexpected investment results.

Subordinated Securities

The fund may also invest in other types of fixed income securities which are
subordinated or "junior" to more senior securities of the issuer, or which
represent interests in pools of such subordinated or junior securities. Such
securities may include so-called "high yield" or "junk" bonds (i.e., bonds that
are rated below investment grade by a rating agency or that are of equivalent
quality). Under the terms of subordinated securities, payments that would
otherwise be made to their holders may be required to be made to the holders of
more senior securities, and/or the subordinated or junior securities may have
junior liens, if they have any rights at all, in any collateral (meaning
proceeds of the collateral are required to be paid first to the holders of more
senior securities). As a result, subordinated or junior securities will be
disproportionately adversely affected by a default or even a perceived decline
in creditworthiness of the issuer.

Structured Securities

The fund may invest in structured securities. The value of the principal and/or
interest on such securities is determined by reference to changes in the value
of specific currencies, interest rates, commodities, indices or other financial
indicators (the "Reference") or the relative change in two or more References.
The interest rate or the principal amount payable upon maturity or redemption
may be increased or decreased depending upon changes in the Reference. The terms
of the structured securities may provide in certain circumstances that no
principal is due at maturity and, therefore may result in a loss of the fund's
investment. Changes in the interest rate or principal payable at maturity may be
a multiple of the changes in the value of the Reference. Structured securities
are a type of derivative instrument and the payment and credit qualities from
these securities derive from the assets embedded in the structure from which
they are issued. Structured securities may entail a greater degree of risk than
other types of fixed income securities.


                                       8

<PAGE>


Inverse Floating Rate Securities.

The fund may invest in inverse floating rate obligations. The interest on an
inverse floater resets in the opposite direction from the market rate of
interest to which the inverse floater is indexed. An inverse floater may be
considered to be leveraged to the extent that its interest rate varies by a
magnitude that exceeds the magnitude of the change in the index rate of
interest. The higher degree of leverage inherent in inverse floaters is
associated with greater volatility in their market values.



Auction Rate Securities


The fund may invest in auction rate securities. Auction rate securities consist
of auction rate debt securities and auction rate preferred securities issued by
closed-end investment companies. Provided that the auction mechanism is
successful, auction rate securities usually permit the holder to sell the
securities in an auction at par value at specified intervals. The dividend is
reset by "Dutch" auction in which bids are made by broker-dealers and other
institutions for a certain amount of securities at a specified minimum yield.
The dividend rate set by the auction is the lowest interest or dividend rate
that covers all securities offered for sale. While this process is designed to
permit auction rate securities to be traded at par value, there is the risk that
an auction will fail due to insufficient demand for the securities. With respect
to auction rate securities issued by a closed-end fund, the fund will indirectly
bear its proportionate share of any management fees paid by the closed-end fund
in addition to the advisory fee payable directly by the fund.

Zero Coupon and Deferred Interest Bonds

Tax-Exempt Bonds in which the fund may invest also include zero coupon bonds and
deferred interest bonds. Zero coupon bonds and deferred interest bonds are debt
obligations which are issued at a significant discount from face value. While
zero coupon bonds do not require the periodic payment of interest, deferred
interest bonds provide for a period of delay before the regular payment of
interest begins. The discount approximates the total amount of interest the
bonds will accrue and compound over the period until maturity or the first
interest payment date at a rate of interest reflecting the market rate of the
security at the time of issuance. Zero coupon bonds and deferred interest bonds
benefit the issuer by mitigating its need for cash to service its debt, but
generally require a higher rate of return to attract investors who are willing
to defer receipt of such cash. Such investments may experience greater
volatility in value than debt obligations which make regular payments of
interest. The fund will accrue income on such investments for tax and accounting
purposes, which is distributable to shareholders. Since no cash is received at
the time of accrual, the fund may be required to liquidate other portfolio
securities to satisfy its distribution obligations.

Residual Interests in Municipal Securities

Certain municipal securities are divided into short-term and long-term
components. The short-term component has a long-term maturity, but pays interest
at a short-term rate that is reset by means of a "dutch auction" or similar
method at specified intervals (typically 35 days). The long-term component or
"residual interest" pays interest at a rate that is determined by subtracting
the interest paid on the short-term component from the coupon rate on the
municipal securities themselves. Consequently, the interest rate paid on
residual interests will increase when short-term interest rates are declining
and will decrease when short-term interest rates are increasing. This interest
rate adjustment formula results in the market value of residual interests being

                                       9

<PAGE>


significantly more volatile than that of ordinary municipal securities. In a
declining interest rate environment, residual interests can provide the fund
with a means of increasing or maintaining the level of tax-exempt interest paid
to shareholders. However, because of the market volatility associated with
residual interests, the fund will not invest more than 10% of its total assets
in residual interests in municipal securities.

Commercial Paper and other Short Term Debt Securities

The fund invests in short-term debt securities, including commercial paper,
which is a short-term unsecured promissory note issued by a U.S. or foreign
corporation in order to finance its current operations. The fund may also invest
in variable amount master demand notes (which is a type of commercial paper)
which represents a direct borrowing arrangement involving periodically
fluctuating rates of interest under a letter agreement between a commercial
paper issuer and an institutional lender, pursuant to which the lender may
determine to invest varying amounts. Transfer of such notes is usually
restricted by the issuer, and there is no secondary trading market for such
notes. To the extent the fund invests in master demand notes, these investments
will be included in the fund's limitation on illiquid securities.

Tax-Exempt Commercial Paper

These are short-term securities issued by states, municipalities and their
agencies. Tax-exempt commercial paper may be structured similarly to put bonds
with credit enhancements, long nominal maturities, and mandatory put dates,
which are agreed upon by the buyer and the seller at the time of purchase. The
put date acts as a maturity date for the security, and generally will be shorter
than the maturities of Project Notes, BANs, RANs or TANs. There is a limited
secondary market for issues of tax-exempt commercial paper.

Bond Anticipation Notes (BANs)

These notes are usually general obligations of state and local governmental
issuers which are sold to obtain interim financing for projects that will
eventually be funded through the sale of long-term debt obligations or bonds.
The ability of an issuer to meet the obligations on its BANs is primarily
dependent on the issuer's access to the long-term municipal bond market and the
likelihood that the proceeds of such bond sales will be used to pay the
principal and interest on the BANs.

Tax Anticipation Notes (TANs)

These notes are issued by state and local governments to finance their current
operations. Repayment is generally to be derived from specific future tax
revenues. TANs are usually general obligations of the issuer. A weakness in an
issuer's capacity to raise taxes due to, among other things, a decline in its
tax base or a rise in delinquencies, could adversely affect the issuer's ability
to meet its obligations on outstanding TANs.

Revenue Anticipation Notes (RANs)

These notes are issued by governments or governmental bodies with the
expectation that future revenues from a designated source will be used to repay
the notes. In general, they also constitute general obligations of the issuer. A
decline in the receipt of project revenues, such as anticipated revenues from
another level of government, could adversely affect an issuer's ability to meet
its obligations on outstanding RANs. In addition, the possibility that the
revenues would, when


                                       10
<PAGE>


received, be used to meet other obligations could affect the ability of the
issuer to pay the principal and interest on RANs.

Variable Rate and Floating Rate Demand Instruments

The fund may purchase variable and floating rate demand instruments that are tax
exempt municipal obligations or other debt securities that possess a floating or
variable interest rate adjustment formula. These instruments permit the fund to
demand payment of the principal balance plus unpaid accrued interest upon a
specified number of days' notice to the issuer or its agent. The demand feature
may be backed by a bank letter of credit or guarantee issued with respect to
such instrument.

The terms of the variable or floating rate demand instruments that the fund may
purchase provide that interest rates are adjustable at intervals ranging from
daily up to six months, and the adjustments are based upon current market
levels, the prime rate of a bank or other appropriate interest rate adjustment
index has provided in the respective instruments. Some of these instruments are
payable on demand on a daily basis or on not more than seven days' notice.
Others, such as instruments with quarterly or semiannual interest rate
adjustments, may be put back to the issuer on designated days on not more than
thirty days' notice. Still others are automatically called by the issuer unless
the fund instructs otherwise.

The fund may invest in participation interests in variable or floating rate
tax-exempt obligations held by financial institutions (usually commercial
banks). These participation interests provide the fund with a specific undivided
interest (up to 100%) in the underlying obligation and the right to demand
payment of its proportional interest in the unpaid principal balance plus
accrued interest from the financial institution upon a specific number of days'
notice. In addition, the participation interest generally is backed by an
irrevocable letter of credit or guarantee from the institution. The financial
institution usually is entitled to a fee for servicing the obligation and
providing the letter of credit.

Investment Company Securities

Other Investment Companies

The fund may invest in the securities of other investment companies to the
extent that such investments are consistent with the fund's investment objective
and policies and permissible under the Investment Company Act of 1940, as
amended (the "1940 Act"). Under one provision of the 1940 Act, a fund may not
acquire the securities of another investment company if such purchase would
result in (i) 3% or more of the total outstanding voting securities of any one
investment company being held by the fund, (ii) 5% or more of the fund's total
assets being invested in any one investment company, or (iii) 10% or more of the
fund's total assets being invested in securities of other investment companies.
However, there are several provisions of the 1940 Act and rules thereunder that
allow more expansive investment in investment companies. In addition, these
limitations do not apply to the purchase of shares of any investment company in
connection with a merger, consolidation, reorganization or acquisition of
substantially all the assets of another investment company. The fund may also
invest without limit in money market funds.


                                       11
<PAGE>


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, 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.


Derivative Instruments


Futures Contracts

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

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.

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 whenever it appears economically advantageous
to do so. A clearing corporation associated with the exchange on which futures
on securities are traded guarantees that, if still open, the sale or
purchase will be performed on the settlement date.

Hedging Strategies. Hedging, by use of futures contracts, seeks to establish
with more certainty the effective price and rate of return on portfolio s
ecurities 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 that would adversely affect the value of
the fund's portfolio securities. Such futures contracts may include contracts
for the future delivery of securities held by the fund or securities with
characteristics similar to those of the fund's portfolio securities.
If, in the opinion of Pioneer, there is a sufficient degree of correlation
between price trends for the fund's portfolio securities and futures contracts
based on other financial instruments, securities indices or other indices,
the fund may also enter into such futures contracts as part of its hedging
strategies. Although under some


                                       15
<PAGE>

circumstances prices of securities in the fund's portfolio may be more or less
volatile than prices of such futures contracts, Pioneer will attempt to estimate
the extent of this volatility difference based on historical patterns and
compensate for any such differential by having the fund enter into a greater or
lesser number of futures contracts or by attempting to achieve only a partial
hedge against price changes affecting the fund's portfolio securities. When
hedging of this character is successful, any depreciation in the value of
portfolio securities will be substantially offset by appreciation in the value
of the futures position. On the other hand, any unanticipated appreciation in
the value of the fund's portfolio securities would be substantially offset by a
decline in the value of the futures position.

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

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

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

                                       16
<PAGE>

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

While transactions in futures contracts and options on futures may reduce
certain risks, such transactions themselves entail certain other risks. Thus,
while the fund may benefit from the use of futures and options on futures,
unanticipated changes in interest rates or securities may result in a poorer
overall performance for the fund than if it had not entered into any futures
contracts or options transactions. In the event of an imperfect correlation
between a futures position and a portfolio position which is intended to be
protected, the desired protection may not be obtained and the fund may be
exposed to risk of loss.


Financial Futures and Options Transactions. The Commodity Futures Trading
Commission ("CFTC") does not limit futures transactions and options thereon by
registered investment companies, provided that the investment manager to the
registered investment company claims an exclusion from regulation as a commodity
pool operator. The fund is operated by persons who have claimed an exclusion,
granted to operators of registered investment companies like the fund, from
registration as a "commodity pool operator" with respect to the fund under the
Commodity Exchange Act and therefore are not subject to registration or
regulation with respect to the fund under the Commodity Exchange Act. As a
result, the fund is not restricted in its ability to enter into futures
transactions and options thereon under CFTC regulations. The fund however, has
policies with respect to futures and options thereon as set forth below.

Other Investments and Investment Techniques

Short-Term Investments

For temporary defensive or cash management purposes, the fund may invest in all
types of short-term investments including, but not limited to, (a) commercial
paper and other short-term commercial obligations; (b) obligations (including
certificates of deposit and bankers' acceptances) of banks; (c) obligations
issued or guaranteed by a governmental issuer, including governmental agencies
or instrumentalities; (d) fixed income securities of non-governmental issuers;
and (e) other cash equivalents or cash. Subject to the fund's restrictions
regarding investment in non-U.S. securities, these securities may be denominated
in any currency. Although these investments generally are rated investment grade
or are determined by Pioneer to be of equivalent credit quality, the fund may
also invest in these instruments if they are rated below investment grade in
accordance with its investment objective, policies and restrictions.



                                       19
<PAGE>


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


Repurchase Agreements

The fund may enter into repurchase agreements with broker-dealers, member banks
of the Federal Reserve System and other financial institutions. Repurchase
agreements are arrangements under which the fund purchases securities and the
seller agrees to repurchase the securities within a specific time and at a
specific price. The repurchase price is generally higher than the fund's
purchase price, with the difference being income to the fund. Under the
direction of the Board of Trustees, Pioneer reviews and monitors the
creditworthiness of any institution which enters into a repurchase agreement
with the fund. The counterparty's obligations under the repurchase agreement are
collateralized with U.S. Treasury and/or agency obligations with a market value
of not less than 100% of the obligations, valued daily. Collateral is held by
the fund's custodian in a segregated, safekeeping account for the benefit of the
fund. Repurchase agreements afford the fund an opportunity to earn income on
temporarily available cash at low risk. In the event of commencement of
bankruptcy or insolvency proceedings with respect to the seller of the security
before repurchase of the security under a repurchase agreement, the fund may
encounter delay and incur costs before being able to sell the security. Such a
delay may involve loss of interest or a decline in price of the security. If the
court characterizes the transaction as a loan and the fund has not perfected a
security interest in the security, the fund may be required to return the
security to the seller's estate and be treated as an unsecured creditor of the
seller. As an unsecured creditor, the fund would be at risk of losing some or
all of the principal and interest involved in the transaction.


Reverse Repurchase Agreements

Reverse purchase agreements involve the sale of U.S. government securities to a
bank with an agreement that the fund will buy back the securities at a fixed
future date at a fixed price plus an agreed amount of "interest" which may be
reflected in the repurchase price. Reverse repurchase agreements are considered
to be borrowings by the fund. Reverse repurchase agreements involve the risk
that the market value of securities purchased by the fund with proceeds of the
transaction may decline below the repurchase price of the securities sold by the
fund that it is obligated to repurchase. The fund will also continue to be
subject to the risk of a decline in the market value of the securities sold
under the agreements because it will reacquire those securities upon effecting
their repurchase. To minimize the risk associated with reverse repurchase
agreements, the fund will segregate assets in an amount at least equal to the
repurchase price of the securities. The fund will enter into reverse repurchase
agreements only with banks that are approved in advance as being creditworthy by
the Board of Trustees.


Asset Segregation

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

Portfolio Turnover

                                       20
<PAGE>


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

Interfund Lending

To satisfy redemption requests or to cover unanticipated cash shortfalls, a fund
may enter into lending agreements ("Interfund Lending Agreements") under which
the fund would lend money and borrow money for temporary purposes directly to
and from another Pioneer fund through a credit facility ("Interfund Loan"),
subject to meeting the conditions of an SEC exemptive order granted to the funds
permitting such interfund lending. All Interfund Loans will consist only of
uninvested cash reserves that the fund otherwise would invest in short-term
repurchase agreements or other short-term instruments.

If a fund has outstanding borrowings, any Interfund Loans to the fund (a) will
be at an interest rate equal to or lower than any outstanding bank loan, (b)
will be secured at least on an equal priority basis with at least an equivalent
percentage of collateral to loan value as any outstanding bank loan that
requires collateral, (c) will have a maturity no longer than any outstanding
bank loan (and in any event not over seven days) and (d) will provide that, if
an event of default occurs under any agreement evidencing an outstanding bank
loan to the fund, the event of default will automatically (without need for
action or notice by the lending fund) constitute an immediate event of default
under the Interfund Lending Agreement entitling the lending fund to call the
Interfund Loan (and exercise all rights with respect to any collateral) and that
such call will be made if the lending bank exercises its right to call its loan
under its agreement with the borrowing fund.

A fund may make an unsecured borrowing through the credit facility if its
outstanding borrowings from all sources immediately after the interfund
borrowing total 10% or less of its total assets; provided, that if the fund has
a secured loan outstanding from any other lender, including but not limited to
another Pioneer fund, the fund's interfund borrowing will be secured on at least
an equal priority basis with at least an equivalent percentage of collateral to
loan value as any outstanding loan that requires collateral. If a fund's total
outstanding borrowings immediately after an interfund borrowing would be greater
than 10% of its total assets, the fund may borrow through the credit facility on
a secured basis only. A fund may not borrow through the credit facility nor from
any other source if its total outstanding borrowings immediately after the
interfund borrowing would be more than 33 1/3% of its total assets.

No fund may lend to another fund through the interfund lending credit facility
if the loan would cause its aggregate outstanding loans through the credit
facility to exceed 15% of the lending fund's net assets at the time of the loan.
A fund's Interfund Loans to any one fund shall not exceed 5% of the lending
fund's net assets. The duration of Interfund Loans is limited to the time
required to receive payment for securities sold, but in no event more than seven
days. Loans effected within seven days of each other will be treated as separate
loan transactions for purposes of this condition. Each Interfund Loan may be
called on one business day's notice by a lending fund and may be repaid on any
day by a borrowing fund.

The limitations detailed above and the other conditions of the SEC exemptive
order permitting interfund lending are designed to minimize the risks associated
with interfund lending for both


                                       21
<PAGE>


the lending fund and the borrowing fund. However, no borrowing or lending
activity is without risk. When a fund borrows money from another fund, there is
a risk that the loan could be called on one day's notice or not renewed, in
which case the fund may have to borrow from a bank at higher rates if an
Interfund Loan were not available from another fund. A delay in repayment to a
lending fund could result in a lost opportunity or additional lending costs.

When-Issued and Delayed Delivery Securities

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


Disclosure of Portfolio Holdings


The Board of Trustees has adopted policies and procedures relating to disclosure
of the fund's portfolio securities. These policies and procedures are designed
to provide a framework for disclosing information regarding portfolio holdings,
portfolio composition or other portfolio characteristics consistent with
applicable federal securities laws and regulations and general principles of
fiduciary duty relating to fund shareholders. While Pioneer may manage other
separate accounts and unregistered products that have substantially similar
investment strategies to those of the fund, and therefore portfolio holdings
that may be substantially similar, and in some cases nearly identical, to the
fund, these policies and procedures only relate to the disclosure of portfolio
information of the fund and the other Pioneer registered management companies.
Separate account and unregistered product clients are not subject to these
policies and procedures. Separate account and unregistered product clients of
Pioneer have access to their portfolio holdings, and prospective clients have
access to representative holdings.

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


Pioneer may provide the fund's full portfolio holdings or other information to
certain entities prior to the date such information is made public, provided
that certain conditions are met. The entities to which such disclosure may be
made as of the date of this statement of additional information are rating
agencies, plan sponsors, prospective separate account clients and other

                                       22
<PAGE>

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). As
of the date of this statement of additional information, Pioneer had not
provided the fund's portfolio holdings information to any entity prior to the
date such information was made public. The third party must agree to a limited
use of that information which does not conflict with the interests of the fund's
shareholders, to use the information only for that authorized purpose, to keep
such information confidential, and not to trade on such information. The Board
of Trustees considered the disclosure of portfolio holdings information to these
categories of entities to be consistent with the best interests of shareholders
in light of the agreement to maintain the confidentiality of such information
and only to use such information for the limited and approved purposes.
Pioneer's compliance department, the local head of investment management and the
global chief investment officer may, but only acting jointly, grant exemptions
to this policy. Exemptions may be granted only if these persons determine that
providing such information is consistent with the interests of shareholders and
the third party agrees to limit the use of such information only for the
authorized purpose, to keep such information confidential, and not to trade on
such information. Although the Board will periodically be informed of exemptions
granted, granting exemptions entails the risk that portfolio holdings
information may be provided to entities that use the information in a manner
inconsistent with their obligations and the best interests of the fund.

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

The fund's portfolio holdings disclosure policy is not intended to prevent the
disclosure of any and all portfolio information to the fund's service providers
who generally need access to such information in the performance of their
contractual duties and responsibilities, such as Pioneer, the fund's custodian,
fund accounting agent, principal underwriter, investment sub-adviser, if any,
independent registered public accounting firm or counsel. In approving the
policy, the Board of Trustees considered that the service providers are subject
to duties of confidentiality arising under law or contract that provide an
adequate safeguard for such information. None of Pioneer, the fund, or any other
party receive any compensation or other consideration from any arrangement
pertaining to the release of the fund's portfolio holdings information.

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

Investment Restrictions

Fundamental Investment Restrictions. The fund has adopted certain fundamental
investment restrictions which, along with the fund's investment objective, may
not be changed without the affirmative vote of the holders of a "majority of the
outstanding voting securities" (as defined in

                                       23
<PAGE>

the 1940 Act) of the fund. For this purpose, a majority of the outstanding
shares of the fund means the vote of the lesser of:

1.   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

2.   more than 50% of the outstanding shares of the fund.

The fund will:

Invest at least 80% of its assets in investments the income from which will be
exempt from regular federal income tax.  For purposes of this policy, these
assets will only include securities whose income is not a preference item for
purposes of the federal alternative minimum tax.

The fund may not:

1. Purchase any security (other than obligations of the U.S. government, its
agencies or instrumentalities), if as a result: (a) more than 25% of the value
of the fund's total assets would then be invested in securities of any single
issuer; or (b) as to 75% of the value of the fund's total assets, more than 5%
of the value of the fund's total assets would then be invested in securities of
any single issuer. For the purpose of this limitation, the fund will regard each
state and each political subdivision, agency or instrumentality of such state
and each multi-state agency of which such state is a member as a separate
issuer;

2. Borrow money, except from a bank for temporary or emergency purposes and not
for investment purposes, and then only in an amount not exceeding 5% of the
value of the fund's total assets at the time of borrowing;

3. Pledge, mortgage or hypothecate its assets, except that, to secure borrowings
permitted by subparagraph (2) above, it may pledge securities having a market
value at the time of pledge not exceeding 5% of the value of the fund's total
assets;

4. Knowingly purchase or otherwise acquire any securities which are subject to
legal or contractual restrictions on resale or which are not readily marketable,
or purchase the securities of any other investment company, except that it may
make purchases of securities of investment companies in accordance with its
investment objective, policies, and restrictions or as part of a merger,
consolidation or acquisition of assets;

5. Underwrite any issue of securities, except in connection with the purchase of
securities in accordance with its investment objective, policies and
limitations, or participate on a joint or joint-and-several basis in any
securities trading account;

6. Purchase or sell real estate (or real estate limited partnerships), but this
shall not prevent the fund from investing in Tax-Exempt Bonds or other permitted
obligations secured by real estate or interests therein;

7. Purchase or sell commodities or commodity contracts except options, financial
futures or options on financial futures contracts in accordance with its
investment objective, policies, and restrictions, or invest in oil, gas or other
mineral leases, exploration or development programs, or write or purchase puts,
calls, straddles, spreads or any combination thereof;

                                       24
<PAGE>

8. Make loans, except through the purchase of securities, including repurchase
agreements, in accordance with its investment objective, policies and
limitations;

9. Make short sales of securities or purchase any securities on margin, except
for such short-term credits as are necessary for the clearance of transactions
and margin payments in connection with options, financial futures contracts and
options on financial futures contracts; or

10. Purchase or retain the securities of any issuer other than the securities of
the fund, if, to the fund's knowledge, those officers and trustees of the fund,
or of the investment adviser or underwriter, who own individually or
beneficially more than 1/2 of 1% of the outstanding securities of such issuer
together own beneficially more than 5% of such outstanding securities.


Non-Fundamental Investment Restrictions. The following restrictions are
non-fundamental and may be changed by a vote of the Board of Trustees without
approval of shareholders. Statements in italics are not part of the restriction.


1. The fund will not concentrate its assets in the securities of issuers in any
one industry except that the fund may invest 25% or more of its assets in
issuers in any one or more states or securities the payments on which are
derived from gas, electric, telephone, sewer and water segments of the municipal
bond market.

2. The fund will not issue senior securities, except as permitted by the 1940
Act and the rules and interpretive positions of the SEC thereunder. 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.

3. The fund will not purchase securities during the current fiscal year at any
time that outstanding borrowings exceed 5% of the fund's total assets.

(4) Invest in any investment company in reliance on Section 12(d)(1)(F) of the
1940 Act, which would allow the fund to invest in other investment companies, or
in reliance on Section 12(d)(1)(G) of the 1940 Act, which would allow the fund
to invest in other Pioneer funds, in each case without being subject to the
limitations discussed above under "Other Investment Companies" so long as
another investment company invests in the fund in reliance on Section
12(d)(1)(G), such as one of the series of Pioneer Asset Allocation Series.

3. TRUSTEES AND OFFICERS


The Board of Trustees provides broad supervision over the fund's affairs. The
officers of the fund are responsible for the fund's operations. The Trustees and
officers are listed below, together with their principal occupations during the
past five years. Trustees who are interested persons of the fund within the
meaning of the 1940 Act are referred to as Interested Trustees. Trustees who are
not interested persons of the fund are referred to as Independent Trustees. Each
of the Trustees (except Mr. Bock) serves as a trustee of each of the 77 U.S.
registered investment portfolios for which Pioneer serves as investment adviser
(the "Pioneer Funds"). Mr. Bock serves as Trustee of 76 of the 77 Pioneer Funds.
The address for all Trustees and all officers of the fund is 60 State Street,
Boston, Massachusetts 02109.


                                       25
<PAGE>


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                       Term of Office
Name, Age and       Position Held      and Length of      Principal Occupation During Past   Other Directorships Held by
Address             With the Fund      Service            Five Years                         this Trustee
--------------------------------------------------------------------------------------------------------------------------
Interested Trustees:
--------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                <C>                <C>                                <C>
John F. Cogan,      Chairman of the    Trustee since      Deputy Chairman and a Director     None
Jr. (81)*           Board, Trustee     1993. Serves       of Pioneer Global Asset
                    and President      until a            Management S.p.A. ("PGAM");
                                       successor          Non-Executive Chairman and a
                                       trustee is         Director of Pioneer Investment
                                       elected or         Management USA Inc. ("PIM-USA");
                                       earlier            Chairman and a Director of
                                       retirement or      Pioneer; Chairman and Director
                                       removal.           of Pioneer Institutional Asset
                                                          Management, Inc. (since 2006);
                                                          Director of Pioneer Alternative
                                                          Investment Management Limited
                                                          (Dublin); President and a
                                                          Director of Pioneer Alternative
                                                          Investment Management (Bermuda)
                                                          Limited and affiliated funds;
                                                          Director of PIOGLOBAL Real
                                                          Estate Investment Fund (Russia)
                                                          (until June 2006); Director of
                                                          Nano-C, Inc. (since 2003);
                                                          Director of Cole Management Inc.
                                                          (since 2004); Director of
                                                          Fiduciary Counseling, Inc.;
                                                          President and Director of
                                                          Pioneer Funds Distributor, Inc.
                                                          ("PFD") (until May 2006);
                                                          President of all of the Pioneer
                                                          Funds; and Of Counsel, Wilmer
                                                          Cutler Pickering Hale and Dorr
                                                          LLP
--------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       26
<PAGE>


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
Independent Trustees:
--------------------------------------------------------------------------------------------------------------------------
<S>                      <C>           <C>                <C>                                <C>
David R. Bock (64)       Trustee       Trustee since      Executive Vice President and       Director of The Enterprise
                                       2005. Serves       Chief Financial Officer, I-trax,   Social Investment Company
                                       until a            Inc. (publicly traded health       (privately-held affordable
                                       successor          care services company) (2004 -     housing finance company);
                                       trustee is         2007); Partner, Federal City       and Director of New York
                                       elected or         Capital Advisors (boutique         Mortgage Trust (publicly
                                       earlier            merchant bank) (1997 to 2004 and   traded mortgage REIT)
                                       retirement or      2008 - present); and Executive
                                       removal.           Vice President and Chief
                                                          Financial Officer, Pedestal Inc.
                                                          (internet-based mortgage trading
                                                          company) (2000-2002)
--------------------------------------------------------------------------------------------------------------------------
Mary K. Bush (60)        Trustee       Trustee since      President, Bush International,     Director of Brady
                                       1997. Serves       LLC (international financial       Corporation (industrial
                                       until a            advisory firm)                     identification and
                                       successor                                             specialty coated material
                                       trustee is                                            products manufacturer);
                                       elected or                                            Director of Briggs &
                                       earlier                                               Stratton Co. (engine
                                       retirement or                                         manufacturer); Director of
                                       removal.                                              UAL Corporation (airline
                                                                                             holding company) Director
                                                                                             of Mantech International
                                                                                             Corporation (national
                                                                                             security, defense, and
                                                                                             intelligence technology
                                                                                             firm); and Member, Board of
                                                                                             Governors, Investment Company
                                                                                             Institute
--------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham     Trustee       Trustee since      Founding Director,                 None
(60)                                   1993. Serves       Vice-President and Corporate
                                       until a            Secretary, The Winthrop Group,
                                       successor          Inc. (consulting firm); and
                                       trustee is         Desautels Faculty of Management,
                                       elected or         McGill University
                                       earlier
                                       retirement or
                                       removal.
--------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       27
<PAGE>


<TABLE>
<S>                      <C>           <C>                <C>                                <C>
--------------------------------------------------------------------------------------------------------------------------
Thomas J. Perna (57)     Trustee       Trustee since      Private investor (2004 -           Director of Quadriserv Inc.
                                       2006. Serves       present); and Senior Executive     (technology products for
                                       until a            Vice President, The Bank of New    securities lending
                                       successor          York (financial and securities     industry)
                                       trustee is         services) (1986 - 2004)
                                       elected or
                                       earlier
                                       retirement or
                                       removal.
--------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret      Trustee       Trustee since      President and Chief Executive      Director of New America
(59)                                   1993. Serves       Officer, Newbury, Piret &          High Income Fund, Inc.
                                       until a            Company, Inc. (investment          (closed-end investment
                                       successor          banking firm)                      company)
                                       trustee is
                                       elected or
                                       earlier
                                       retirement or
                                       removal.
--------------------------------------------------------------------------------------------------------------------------
John Winthrop (71)       Trustee       Trustee since      President, John Winthrop & Co.,    None
                                       1993. Serves       Inc. (private investment firm)
                                       until a
                                       successor
                                       trustee is
                                       elected or
                                       earlier
                                       retirement or
                                       removal.
--------------------------------------------------------------------------------------------------------------------------
Fund Officers:
--------------------------------------------------------------------------------------------------------------------------
                                                                                             Other Directorships Held by
                                                                                             this Officer
--------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       28
<PAGE>


<TABLE>
--------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                <C>                <C>                                <C>
Daniel K.           Executive Vice     Since March        Director, CEO and President of     None
Kingsbury (49)*     President          2007. Serves at    Pioneer Investment Management
                                       the discretion     USA Inc. (since February 2007);
                                       of the Board       Director and President of
                                                          Pioneer Investment Management,
                                                          Inc. and Pioneer Institutional
                                                          Asset Management, Inc. (since
                                                          February 2007); Executive Vice
                                                          President of all of the Pioneer
                                                          Funds (since March 2007);
                                                          Director of Pioneer Global Asset
                                                          Management S.p.A. (since April
                                                          2007); Head of New Markets
                                                          Division, Pioneer Global Asset
                                                          Management S.p.A. (2000-2007)
--------------------------------------------------------------------------------------------------------------------------
Dorothy E.          Secretary          Since 2003.        Secretary of PIM-USA; Senior       None
Bourassa (60)                          Serves at the      Vice President- Legal of
                                       discretion of      Pioneer; Secretary/Clerk of most
                                       the Board          of PIM-USA's subsidiaries; and
                                                          Secretary of all of
                                                          the Pioneer Funds
                                                          since September 2003
                                                          (Assistant Secretary
                                                          from November 2000 to
                                                          September 2003)
--------------------------------------------------------------------------------------------------------------------------
Christopher J.      Assistant          Since 2003.        Associate General Counsel of       None
Kelley (43)         Secretary          Serves at the      Pioneer since January 2008 and
                                       discretion of      Assistant Secretary of all of
                                       the Board          the Pioneer Funds since
                                                          September 2003; Vice President
                                                          and Senior Counsel of Pioneer
                                                          from July 2002 to December 2007
--------------------------------------------------------------------------------------------------------------------------
Mark E. Bradley     Treasurer          Since March        Vice President-Fund Accounting,    None
(48)                                   2008. Serves at    Administration and
                                       the discretion     Controllership Services of
                                       of the Board       Pioneer; and Treasurer of
                                                          all of the Pioneer Funds
                                                          since March 2008;
                                                          Deputy Treasurer of
                                                          Pioneer from March
                                                          2004 to February 2008;
                                                          Assistant Treasurer of
                                                          all of the Pioneer
                                                          Funds from March 2004
                                                          to February 2008; and
                                                          Treasurer and Senior
                                                          Vice President, CDC
                                                          IXIS Asset Management
                                                          Services from 2002 to
                                                          2003
--------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       29
<PAGE>


<TABLE>
--------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                <C>                <C>                                <C>
Luis I. Presutti    Assistant          Since 2000.        Assistant Vice President-Fund      None
(43)                Treasurer          Serves at the      Accounting, Administration and
                                       discretion of      Controllership Services of
                                       the Board          Pioneer; and Assistant Treasurer
                                                          of all of the Pioneer Funds
--------------------------------------------------------------------------------------------------------------------------
Gary Sullivan (50)  Assistant          Since 2002.        Fund Accounting Manager - Fund     None
                    Treasurer          Serves at the      Accounting, Administration and
                                       discretion of      Controllership Services of
                                       the Board          Pioneer; and Assistant Treasurer
                                                          of all of the Pioneer Funds
--------------------------------------------------------------------------------------------------------------------------
Katherine Kim       Assistant          Since 2003.        Fund Administration Manager -      None
Sullivan (34)       Treasurer          Serves at the      Fund Accounting, Administration
                                       discretion of      and Controllership Services
                                       the Board          since June 2003 and Assistant
                                                          Treasurer of all of
                                                          the Pioneer Funds
                                                          since September 2003;
                                                          Assistant Vice
                                                          President - Mutual
                                                          Fund Operations of
                                                          State Street
                                                          Corporation from June
                                                          2002 to June 2003
                                                          (formerly Deutsche
                                                          Bank Asset Management)
--------------------------------------------------------------------------------------------------------------------------
Teri W. Anderholm   Chief Compliance   Since January      Chief Compliance Officer of        None
(48)                Officer            2007. Serves at    Pioneer since December 2006 and
                                       the discretion     of all the Pioneer Funds since
                                       of the Board       January 2007; Vice President and
                                                          Compliance Officer, MFS
                                                          Investment Management (August
                                                          2005 to December 2006);
                                                          Consultant, Fidelity Investments
                                                          (February 2005 to July 2005);
                                                          Independent Consultant (July
                                                          1997 to February 2005)
--------------------------------------------------------------------------------------------------------------------------
</TABLE>


*Mr. Cogan is an Interested Trustee because he is an officer or director of the
fund's investment adviser and certain of its affiliates.

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

Board Committees


During the most recent fiscal year, the Board of Trustees held 7 meetings. Each
Trustee attended at least 75% of such meetings.


                                       30
<PAGE>

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

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

Independent Trustees
David R. Bock, Mary K. Bush, Margaret B.W. Graham (Chair), Thomas J. Perna,
Marguerite A. Piret and John Winthrop

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

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

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


During the most recent fiscal year, the Audit, Independent Trustees, Nominating,
Valuation, and Policy Administration Committees held 13, 10, 6, 4 and 5
meetings, respectively.


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

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


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


|X|  review and assess the renewal materials of all related party contracts and
     agreements, including management advisory agreements, underwriting
     contracts, administration agreements, distribution contracts, and transfer
     agency contracts, among any other instruments and agreements that may be
     appropriate from time to time;

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

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

|X|  receive on a periodic basis a formal written statement delineating all
     relationships between the independent registered public accounting firm and
     the fund or Pioneer; to actively engage in a dialogue with the independent
     registered public accounting firm with respect to any disclosed
     relationships or services that may impact the objectivity and independence
     of the independent registered public accounting firm; and to recommend that
     the Trustees take appropriate action in response to the independent
     registered public accounting firm's report to

                                       31
<PAGE>

     satisfy itself of the independent registered public accounting firm's
     independence.

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

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

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

The Independent Trustees Committee reviews the fund's management contract and
other related party contracts annually and is also responsible for any other
action required to be taken, under the 1940 Act, by the Independent Trustees
acting alone.

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

Compensation of Officers and Trustees

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


o    each fund with assets less than $250 million pays each Independent Trustee
     an annual fee of $1,000.

o    the remaining compensation of the Independent Trustees is allocated to each
     fund with assets greater than $250 million based on the fund's net assets.
o    the Interested Trustees receive an annual fee of $500 from each fund,
     except in the case of funds with net assets of $50 million or less, which
     pay each Interested Trustee an annual fee of $200. Pioneer reimburses the
     funds for the fees paid to the Interested Trustees.
See "Compensation of Officers and Trustees" in "Annual Fee, Expense and Other
Information."

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

                                       32
<PAGE>

Other Information

Material Relationships of the Independent Trustees. For purposes of the
statements below:

o    the immediate family members of any person are their spouse, children in
     the person's household (including step and adoptive children) and any
     dependent of the person.

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

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


As of December 31, 2007, 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 2006 and 2007, none of the Independent Trustees,
nor any of their immediate family members, had any direct or indirect interest
(the value of which exceeded $120,000), whether by contract, arrangement or
otherwise, in Pioneer, UniCredito Italiano, or any other entity in a control
relationship to Pioneer or PFD. During the calendar years 2006 and 2007, none of
the Independent Trustees, nor any of their immediate family members, had an
interest in a transaction or a series of transactions in which the aggregate
amount involved exceeded $120,000 and to which any of the following were 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 2006 and 2007, none of the Independent Trustees, nor
any of their immediate family members, had any relationship (the value of which
exceeded $120,000) 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.

During the calendar years 2006 and 2007, 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

                                       33
<PAGE>

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 2006 and 2007, none of the Independent
Trustees, nor any of their immediate family members, had any position, including
as an officer, employee, director or partner, with any of the following:


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

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

Proxy Voting Policies. Information regarding how the fund voted proxies relating
to portfolio securities during the most recent 12-month period ended June 30 is
publicly available to shareowners without charge at
http://www.pioneerinvestments.com and on the SEC's website at
http://www.sec.gov. The fund's "Proxy Voting Policies and Procedures" are
attached as "Appendix B".

4.   INVESTMENT ADVISER

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

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

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

                                       34
<PAGE>


the extent such services are performed by personnel of Pioneer, or its
affiliates, office space and facilities and personnel compensation, training and
benefits; (b) the charges and expenses of auditors; (c) the charges and expenses
of any custodian, transfer agent, plan agent, dividend disbursing agent and
registrar appointed by the fund; (d) issue and transfer taxes chargeable to the
fund in connection with securities transactions to which the fund is a party;
(e) insurance premiums, interest charges, dues and fees for membership in trade
associations and all taxes and corporate fees payable by the fund to federal,
state or other governmental agencies; (f) fees and expenses involved in
registering and maintaining registrations of the fund and/or its shares with
federal regulatory agencies, state or blue sky securities agencies and foreign
jurisdictions, including the preparation of prospectuses and statements of
additional information for filing with such regulatory authorities; (g) all
expenses of shareholders' and Trustees' meetings and of preparing, printing and
distributing prospectuses, notices, proxy statements and all reports to
shareholders and to governmental agencies; (h) charges and expenses of legal
counsel to the fund and the Trustees; (i) any distribution fees paid by the fund
in accordance with Rule 12b-1 promulgated by the SEC pursuant to the 1940 Act;
(j) compensation of Independent Trustees; (k) the cost of preparing and printing
share certificates; and (l) interest on borrowed money, if any. In addition, the
fund shall pay all brokers' and underwriting commissions chargeable to the fund
in connection with securities transactions to which the fund is a party.

The Trustees' approval of and the terms, continuance and termination of the
management contract are governed by the 1940 Act and the Investment Advisers Act
of 1940, as applicable (the "Advisers Act"). Pursuant to the management
contract, Pioneer will not be liable for any error of judgment or mistake of law
or for any loss sustained by reason of the adoption of any investment policy or
the purchase, sale or retention of any securities on the recommendation of
Pioneer. Pioneer, however, is not protected against liability by reason of
willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
under the management contract. Either party to the management contract may,
without penalty, terminate the management contract by vote of its Board of
Trustees or Directors, as the case may be, or by vote of a "majority of the
outstanding voting securities" (as defined in the 1940 Act) of the fund or
Pioneer, as the case may be, upon sixty (60) days' written notice to the other
party.

Advisory Fee. As compensation for its management services and expenses incurred,
the fund pays Pioneer a fee at the annual rate of 0.50% of the fund's average
daily net assets up to $250 million, 0.45% of the next $500 million and 0.40% on
assets over $750 million. This fee is computed and accrued daily and paid
monthly.


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

Administration Agreement. The fund has entered into an administration agreement
with Pioneer pursuant to which certain accounting, administration and legal
services are performed by Pioneer and pursuant to which Pioneer receives a fee
at the annual rate of 0.0225% of the fund's average daily net assets. See
"Annual Fee, Expense and Other Information" for fees the fund paid to Pioneer
for administration and related services.


Potential Conflicts of Interest. The fund is managed by Pioneer which also
serves as investment adviser to other Pioneer mutual funds and other accounts
(including separate accounts and unregistered products) with investment
objectives identical or similar to those of the fund. Securities frequently meet
the investment objectives of the fund, the other Pioneer mutual funds and such
other accounts. In such cases, the decision to recommend a purchase to one fund
or


                                       35
<PAGE>


account rather than another is based on a number of factors. The determining
factors in most cases are the amount of securities of the issuer then
outstanding, the value of those securities and the market for them. Other
factors considered in the investment recommendations include other investments
which each fund or account presently has in a particular industry and the
availability of investment funds in each fund or account.


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


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


5.   PRINCIPAL UNDERWRITER AND DISTRIBUTION PLAN

Principal Underwriter

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

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

                                       36
<PAGE>


its shares under federal and state securities law and the laws of certain
non-U.S. countries. Under the underwriting agreement, PFD will use its best
efforts in rendering services to the fund.

See "Sales Charges" for the schedule of initial sales charge reallowed to
dealers as a percentage of the offering price of the fund's Class A shares.

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

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

It is the fund's general practice to repurchase its shares of beneficial
interest for cash consideration in any amount; however, the redemption price of
shares of the fund may, at Pioneer's discretion, be paid in portfolio
securities. The fund has elected to be governed by Rule 18f-1 under the 1940 Act
pursuant to which the fund is obligated to redeem shares solely in cash up to
the lesser of $250,000 or 1% of the fund's net asset value during any 90-day
period for any one shareholder. Should the amount of redemptions by any
shareholder exceed such limitation, the fund will have the option of redeeming
the excess in cash or portfolio securities. In the latter case, the securities
are taken at their value employed in determining the fund's net asset value. You
may incur additional costs, such as brokerage fees and taxes, and risks,
including a decline in the value of the securities you receive, if the fund
makes an in-kind distribution. The selection of such securities will be made in
such manner as the Board of Trustees deems fair and reasonable; however, the
fund will not distribute illiquid securities in kind.


Distribution and Service Plans
Distribution Plan. The fund has adopted a distribution plan (the "Distribution
Plan") pursuant to Rule l2b-1 under the 1940 Act with respect to its Class A,
Class B and Class C shares. The fund has not adopted a distribution plan with
respect to its Class Y shares.

For each Class, fees under the Distribution Plan may be used to make payments to
one or more principal underwriters, broker-dealers, financial intermediaries
(which may include banks) and other parties that enter into a distribution,
selling or service agreement with respect to the shares of such Class (each of
the foregoing, a "Service Party"). The fund, its principal underwriter or other
parties also may incur expenses in connection with the distribution or marketing
and sales of the fund's shares that may be paid or reimbursed by the fund. The
aggregate amount in respect of such fees and expenses with respect to each Class
shall be the amount calculated at a percentage per annum of the average daily
net assets attributable to such Class as set forth below:

<TABLE>
           Class                      Applicable Percentage Per Annum
         <S>                                      <C>
          Class A                                  0.25%
          Class B                                  1.00%
          Class C                                  1.00%
</TABLE>

Payments are made under the Distribution Plan for distribution services and
other activities in respect of the sale of shares of the fund and to make
payments for advertising, marketing or other


                                       37
<PAGE>


promotional activity, and for preparation, printing, and distribution of
prospectuses, statements of additional information and reports for recipients
other than regulators and existing shareholders. The fund also may make payments
to Service Parties under the Distribution Plan for providing personal service or
the maintenance of shareholder accounts. The amounts paid to each recipient may
vary based upon certain factors, including, among other things, the levels of
sales of fund shares and/or shareholder services provided; provided, however,
that the fees paid to a recipient with respect to a particular Class that may be
used to cover expenses primarily intended to result in the sale of shares of
that Class, or that may be used to cover expenses primarily intended for
personal service and/or maintenance of shareholder accounts, may not exceed the
maximum amounts, if any, as may from time to time be permitted for such services
under the Financial Industry Regulatory Authority ("FINRA") Conduct Rule 2830 or
any successor rule, in each case as amended or interpreted by FINRA.

The Distribution Plan also provides that the Service Parties may receive all or
a portion of any sales charges paid by investors.

The Distribution Plan permits the fund to pay fees to the Service Parties as
compensation for their services, not as reimbursement for specific expenses
incurred. Thus, even if their expenses exceed the fees provided for by the
Distribution Plan, the fund will not be obligated to pay more than those fees
and, if their expenses are less than the fees paid to them, they will realize a
profit. The fund may pay the fees to the Service Parties until the Distribution
Plan or any related distribution agreement is terminated or not renewed. In that
event, a Service Party's expenses in excess of fees received or accrued through
the termination date will be such Service Party's sole responsibility and not
obligations of the fund. In their annual consideration of the continuation of
the Distribution Plan for the fund, the Trustees will review the Distribution
Plan and the expenses for each Class within the fund separately.

The Distribution Plan also recognizes that Pioneer, PFD or any other Service
Party may make payments for distribution related expenses out of its own
resources, including past profits, or payments received from the fund for other
purposes, such as management fees, and that the Service Parties may from time to
time use their own resources for distribution-related services, in addition to
the fees paid under the Distribution Plan. The Distribution Plan specifically
provides that, to the extent that such payments might be deemed to be indirect
financing of any activity primarily intended to result in the sale of shares of
the fund within the context of Rule 12b-1, then the payments are deemed to be
authorized by the Distribution Plan but not subject to the maximum amounts set
forth above.

Under its terms, the Distribution Plan continues in effect for one year and
thereafter for successive annual periods, provided such continuance is
specifically approved at least annually by vote of the Board, including a
majority of the Independent Trustees who have no direct or indirect financial
interest in the operation of the Distribution Plan. The Distribution Plan may
not be amended to increase materially the amount of the service and distribution
fees without shareholder approval, and all material amendments of the
Distribution Plan also must be approved by the Trustees, including all of the
Independent Trustees, in the manner described above. The Distribution Plan may
be terminated with respect to a Class of the fund at any time, without penalty,
by vote of a majority of the Independent Trustees or by vote of a majority of
the outstanding voting securities of such Class of the fund (as defined in the
1940 Act).

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

Class B Shares.  PFD pays the selling  broker-dealer a commission on the sale of
Class B shares equal to 3.75% of the amount invested. This commission is paid at
the time of sale of the Class B shares. In order to be entitled to a commission,
the selling broker-dealer must have entered into a


                                       38
<PAGE>


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


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

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

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


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

     o    to the extent required by a change in the 1940 Act, the rules or
          regulations under the 1940 Act, the Conduct Rules of FINRA or an order
          of any court or governmental agency, in each case enacted, issued or
          promulgated after September 30, 1998;

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


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

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

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


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



PFD pays a service fee to broker-dealers at a rate of up to 0.25% of the fund's
average daily net assets attributable to Class B shares owned by shareholders
for whom that broker-dealer is the holder or dealer of record. This service fee
compensates the broker-dealer for providing personal services and/or account
maintenance services rendered by the broker-dealer with respect to Class B
shares. PFD may from time to time require that dealers, in addition to providing
these services, meet certain criteria in order to receive service fees.


                                       39
<PAGE>


At the time of the sale of a Class B share, PFD also may advance to the
broker-dealer, from PFD's own assets, the first-year service fee payable under
the Class B Plan at a rate up to 0.25% of the purchase price of such shares. If
such an advance is made, the broker-dealer would not receive any further service
fee until the 13th month following the purchase of Class B shares. As
compensation for advancing the service fee, PFD may retain the service fee paid
by the fund with respect to such shares for the first year after purchase.

Class C Shares. PFD will advance to dealers the first-year service fee at a rate
equal to 0.25% of the amount invested. As compensation therefor, PFD may retain
the service fee paid by the fund with respect to such shares for the first year
after purchase. Commencing in the 13th month following the purchase of Class C
shares, dealers will become eligible for additional annual distribution fees and
service fees of up to 0.75% and 0.25%, respectively, of the net asset value of
such shares. Dealers may from time to time be required to meet certain other
criteria in order to receive service fees.


6.   SHAREHOLDER SERVICING/TRANSFER AGENT

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

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


PIMSS receives an annual fee of $27.40 for each shareholder account from the
fund as compensation for the services described above. PIMSS is also reimbursed
by the fund for its cash out-of-pocket expenditures. The fund may compensate
entities which have agreed to provide certain sub-accounting services such as
specific transaction processing and recordkeeping services. Any such payments by
the fund would be in lieu of the per account fee which would otherwise be paid
by the fund to PIMSS.


7.   CUSTODIAN

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

8.   INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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


                                       40

<PAGE>

9.   PORTFOLIO MANAGEMENT

Additional Information About the Portfolio Managers


Other Accounts Managed by the Portfolio Managers. The table below indicates, for
each portfolio manager of the fund, information about the accounts other than
the fund over which the portfolio manager has day-to-day investment
responsibility. All information on the number of accounts and total assets in
the table is as of December 31, 2007. For purposes of the table, "Other Pooled
Investment Vehicles" may include investment partnerships, undertakings for
collective investments in transferable securities ("UCITS") and other non-U.S.
investment funds and group trusts, and "Other Accounts" may include separate
accounts for institutions or individuals, insurance company general or separate
accounts, pension funds and other similar institutional accounts but generally
do not include the portfolio manager's personal investment accounts or those
which the manager may be deemed to own beneficially under the code of ethics.
Certain funds and other accounts managed by the portfolio manager may have
substantially similar investment strategies.



<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
Name of Portfolio     Type of Account      Number of         Total Assets        Number of          Assets Managed
Manager                                    Accounts Managed  Managed             Accounts Managed   for which
                                                                                 for which          Advisory Fee is
                                                                                 Advisory Fee is    Performance-Based
                                                                                 Performance-Based
-----------------------------------------------------------------------------------------------------------------------
<S>                  <C>                  <C>               <C>                 <C>                <C>
David Eurkus          Other Registered     6                 $2,134,946,000      N/A                N/A
                      Investment
                      Companies
                      -------------------------------------------------------------------------------------------------
                      Other Pooled         0                 $0                  N/A                N/A
                      Investment Vehicles
                      -------------------------------------------------------------------------------------------------
                      Other Accounts       1                 $6,196,000          N/A                N/A
-----------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
Name of Portfolio     Type of Account      Number of         Total Assets        Number of          Assets Managed
Manager                                    Accounts Managed  Managed             Accounts Managed   for which
                                                                                 for which          Advisory Fee is
                                                                                 Advisory Fee is    Performance-Based
                                                                                 Performance-Based
-----------------------------------------------------------------------------------------------------------------------
<S>                  <C>                  <C>               <C>                 <C>                <C>
Timothy Pynchon       Other Registered     3                 $948,106,000        N/A                N/A
                      Investment
                      Companies
                      -------------------------------------------------------------------------------------------------
                      Other Pooled         0                 $0                  N/A                N/A
                      Investment Vehicles
                      -------------------------------------------------------------------------------------------------
</TABLE>


                                       41
<PAGE>


<TABLE>
                      -------------------------------------------------------------------------------------------------
<S>                  <C>                  <C>               <C>                 <C>                <C>
                      Other Accounts       0                 $0                  N/A                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 interest 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 interest. 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 was expected to appreciate in value significantly
          shortly after the offering was allocated to a single account, that
          account may be expected to have better investment performance than
          other accounts that did not receive an allocation of the initial
          public offering. Generally, investments for which there is limited
          availability are allocated based upon a range of factors including
          available cash and consistency with the accounts' investment
          objectives and policies. This allocation methodology necessarily
          involves some subjective elements but is intended over time to treat
          each client in an equitable and fair manner. Generally, the investment
          opportunity is allocated among participating accounts on a pro rata
          basis. Although Pioneer believes that its practices are reasonably
          designed to treat each client in an equitable and fair manner, there
          may be instances where a fund may not participate, or may participate
          to a lesser degree than other clients, in the allocation of an
          investment opportunity.

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

                                       42
<PAGE>

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

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

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


Compensation of Portfolio Managers. Pioneer has adopted a system of compensation
for portfolio managers that seeks to align the financial interests of the
portfolio managers with those of shareholders of the accounts (including Pioneer
funds) the portfolio managers manage, as well as with the financial performance
of Pioneer. 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 align the interests of the investment professional with those of
shareholders, as well as with the financial performance of Pioneer. 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 investment performance of
          all of the accounts managed by the portfolio manager (which includes
          the fund and any other accounts managed by the portfolio manager) over
          a one-year period (20% weighting) and four-year period (80%
          weighting), measured for periods ending on December 31. The accounts,
          which include the fund, are ranked against a group of mutual funds
          with similar investment objectives and investment focus (60%) and a
          broad-based securities market index measuring the performance of the
          same type of securities in which the accounts invest (40%), which, in
          the case of the fund, is the Lehman Brothers Municipal Bond Index. As
          a result of these

                                       43
<PAGE>

          two benchmarks, the performance of the portfolio manager for
          compensation purposes is measured against the criteria that are
          relevant to the portfolio manager's competitive universe.
     o    Qualitative Performance. The qualitative performance component with
          respect to all of the accounts managed by the portfolio manager
          includes objectives, such as effectiveness in the areas of teamwork,
          leadership, communications and marketing, that are mutually
          established and evaluated by each portfolio manager and management.
     o    Pioneer Results and Business Line Results. Pioneer's financial
          performance, as well as the investment performance of its investment
          management group, affect a portfolio manager's actual bonus by a
          leverage factor of plus or minus (+/-) a predetermined percentage.

The quantitative and qualitative performance components comprise 80% and 20%,
respectively, of the overall bonus calculation (on a pre-adjustment basis). A
portion of the annual bonus is deferred for a specified period and may be
invested in one or more Pioneer funds.

Certain portfolio managers may participate in other programs designed to reward
and retain key contributors. Senior executives or other key employees may be
granted performance units based on the stock price performance of UniCredito
Italiano and the financial performance of Pioneer Global Asset Management
S.p.A., which are affiliates of Pioneer. Portfolio managers also may participate
in a deferred compensation program, whereby deferred amounts are invested in one
or more Pioneer funds.


Share Ownership by Portfolio Managers. The following table indicates as of
December 31, 2007 the value, within the indicated range, of shares beneficially
owned by the portfolio managers of the fund.


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Name of Portfolio Manager                Beneficial Ownership of the Fund*
--------------------------------------------------------------------------------
<S>                                     <C>
David Eurkus                             A
--------------------------------------------------------------------------------
Timothy Pynchon                          A
--------------------------------------------------------------------------------
</TABLE>

*Key to Dollar Ranges

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

10.  PORTFOLIO TRANSACTIONS


All orders for the purchase or sale of portfolio securities are placed on behalf
of the fund by Pioneer pursuant to authority contained in the fund's management
contract. Securities purchased and sold on behalf of the fund normally will be
traded in the over-the-counter market on a net basis (i.e. without commission)
through dealers acting for their own account and not as brokers or


                                       44
<PAGE>


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. Pioneer seeks to obtain overall the best
execution on portfolio trades. The price of securities and any commission rate
paid are always factors, but frequently not the only factors, in judging best
execution. In selecting brokers or dealers, Pioneer considers various relevant
factors, including, but not limited to, the size and type of the transaction;
the nature and character of the markets for the security to be purchased or
sold; the execution efficiency, settlement capability and financial condition of
the dealer; the dealer's execution services rendered on a continuing basis; and
the reasonableness of any dealer spreads. Transactions in non-U.S. equity
securities are executed by broker-dealers in non-U.S. countries in which
commission rates may not be negotiable (as such rates are in the U.S.).


Pioneer may select broker-dealers that provide brokerage and/or research
services to the fund and/or other investment companies or other accounts managed
by Pioneer over which it or its affiliates exercise investment discretion. In
addition, consistent with Section 28(e) of the Securities Exchange Act of 1934,
as amended, if Pioneer determines in good faith that the amount of commissions
charged by a broker-dealer is reasonable in relation to the value of the
brokerage and research services provided by such broker, the fund may pay
commissions to such broker-dealer in an amount greater than the amount another
firm may charge. Such services may include advice concerning the value of
securities; the advisability of investing in, purchasing or selling securities;
the availability of securities or the purchasers or sellers of securities;
providing stock quotation services, credit rating service information and
comparative fund statistics; furnishing analyses, electronic information
services, manuals and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy, and performance of accounts and
particular investment decisions; and effecting securities transactions and
performing functions incidental thereto (such as clearance and settlement).
Pioneer maintains a listing of broker-dealers who provide such services on a
regular basis. However, because many transactions on behalf of the fund and
other investment companies or accounts managed by Pioneer are placed with
broker-dealers (including broker-dealers on the listing) without regard to the
furnishing of such services, it is not possible to estimate the proportion of
such transactions directed to such dealers solely because such services were
provided. Pioneer believes that no exact dollar value can be calculated for such
services.

The research received from broker-dealers may be useful to Pioneer in rendering
investment management services to the fund as well as other investment companies
or other accounts managed by Pioneer, although not all such research may be
useful to the fund. Conversely, such information provided by brokers or dealers
who have executed transaction orders on behalf of such other accounts may be
useful to Pioneer in carrying out its obligations to the fund. The receipt of
such research has not reduced Pioneer's normal independent research activities;
however, it enables Pioneer to avoid the additional expenses which might
otherwise be incurred if it were to attempt to develop comparable information
through its own staff.

The fund may participate in third-party brokerage and/or expense offset
arrangements to reduce the fund's total operating expenses. Pursuant to
third-party brokerage arrangements, the fund may incur lower expenses by
directing brokerage to third-party broker-dealers which have agreed to use part
of their commission to pay the fund's fees to service providers unaffiliated
with Pioneer or other expenses. Since the commissions paid to the third party
brokers reflect a commission cost that the fund would generally expect to incur
on its brokerage transactions but not necessarily the lowest possible
commission, this arrangement is intended to reduce the fund's operating expenses

                                       45
<PAGE>


without increasing the cost of its brokerage commissions. Since use of such
directed brokerage is subject to the requirement to achieve best execution in
connection with the fund's brokerage transactions, there can be no assurance
that such arrangements will be utilized. Pursuant to expense offset
arrangements, the fund may incur lower transfer agency expenses due to interest
earned on cash held with the transfer agent. See "Financial highlights" in the
prospectus(es).


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

11.  DESCRIPTION OF SHARES

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

The Agreement and Declaration of Trust, dated as of June 16, 1994 (the
"Declaration of Trust"), as amended from time to time, permits the Board of
Trustees to authorize the issuance of an unlimited number of full and fractional
shares of beneficial interest which may be divided into such separate series as
the Trustees may establish. Currently, the Trust consists of only one series.
The Trustees may, however, establish additional series of shares and may divide
or combine the shares into a greater or lesser number of shares without thereby
changing the proportionate beneficial interests in the fund. The Declaration of
Trust further authorizes the Trustees to classify or reclassify any series of
the shares into one or more classes. Pursuant thereto, the Trustees have
authorized the issuance of the following classes of shares of the fund,
designated as Class A, Class B, Class C, and Class Y. Each share of a class of
the fund represents an equal proportionate interest in the assets of the fund
allocable to that class. Upon liquidation of the fund, shareholders of each
class of the fund are entitled to share pro rata in the fund's net assets
allocable to such class available for distribution to shareholders. The Trust
reserves the right to create and issue additional series or classes of shares,
in which case the shares of each class of a series would participate equally in
the earnings, dividends and assets allocable to that class of the particular
series.


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

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


                                       46
<PAGE>


electing or removing Trustees, changing fundamental investment restrictions or
approving a management contract.


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

As a Delaware statutory trust, the Trust's operations are governed by the
Declaration of Trust. A copy of the Trust's Certificate of Trust dated June 16,
1994 as amended, is on file with the office of the Secretary of State of
Delaware. Generally, Delaware statutory trust shareholders are not personally
liable for obligations of the Delaware statutory trust under Delaware law. The
Delaware Statutory Trust Act (the "Delaware Act") provides that a shareholder of
a Delaware statutory trust shall be entitled to the same limitation of liability
extended to shareholders of private for-profit corporations. The Declaration of
Trust expressly provides that the Trust is organized under the Delaware Act and
that the Declaration of Trust is to be governed by Delaware law. There is
nevertheless a possibility that a Delaware statutory trust, such as the Trust,
might become a party to an action in another state whose courts refuse to apply
Delaware law, in which case the Trust's shareholders could become subject to
personal liability.

To guard against this risk, the Declaration of Trust (i) contains an express
disclaimer of shareholder liability for acts or obligations of the Trust and
provides that notice of such disclaimer may be given in each agreement,
obligation or instrument entered into or executed by the Trust or its Trustees,
(ii) provides for the indemnification out of Trust property of any shareholders
held personally liable for any obligations of the Trust or any series of the
Trust and (iii) provides that the Trust shall, upon request, assume the defense
of any claim made against any shareholder for any act or obligation of the Trust
and satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss beyond his or her investment because of shareholder liability is
limited to circumstances in which all of the following factors are present: (1)
a court refused to apply Delaware law; (2) the liability arose under tort law
or, if not, no contractual limitation of liability was in effect; and (3) the
Trust itself would be unable to meet its obligations. In light of Delaware law,
the nature of the Trust's business and the nature of its assets, the risk of
personal liability to a fund shareholder is remote.

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

                                       47
<PAGE>

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

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

12.  SALES CHARGES


The fund continuously offers the following classes of shares: Class A, Class B,
Class C, and Class Y, as described in the prospectus. The fund offers its shares
at a reduced sales charge to investors who meet certain criteria that permit the
fund's shares to be sold with low distribution costs. These criteria are
described below or in the prospectus.


Class A Share Sales Charges

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

<TABLE>
<CAPTION>
                                         Sales Charge as a % of
                                         ----------------------
                                         Offering       Net Amount     Dealer
Amount of Purchase                       Price          Invested       Reallowance

<S>                                     <C>            <C>            <C>
Less than $100,000                       4.50           4.71           4.00
$100,000 but less than $250,000          3.50           3.63           3.00
$250,000 but less than $500,000          2.50           2.56           2.00
$500,000 but less than $1,000,000        2.00           2.04           1.75
$1,000,000 or more                       0.00           0.00           see below
</TABLE>

The schedule of sales charges above is applicable to purchases of Class A shares
of the fund by (i) an individual, (ii) an individual and his or her spouse and
children under the age of 21 and (iii) a trustee or other fiduciary of a trust
estate or fiduciary account or related trusts or accounts including pension,
profit-sharing and other employee benefit trusts qualified under Sections 401 or
408 of the Code although more than one beneficiary is involved. The sales
charges applicable to a current purchase of Class A shares of the fund by a
person listed above is determined by adding the value of shares to be purchased
to the aggregate value (at the then current offering price) of shares of any of
the other Pioneer mutual funds previously purchased and then owned, provided PFD
is notified by such person or his or her broker-dealer each time a purchase is
made which would qualify. Pioneer mutual funds include all mutual funds for
which PFD serves as principal underwriter. At the sole discretion of PFD,
holdings of funds domiciled outside the U.S., but which are managed by
affiliates of Pioneer, may be included for this purpose.

No sales charge is payable at the time of purchase on investments of $1 million
or more, or for purchases by participants in employer-sponsored retirement plans
described below subject to a CDSC of 1% which may be imposed in the event of a
redemption of Class A shares within 18

                                       48
<PAGE>

months of purchase (one year of purchase for shares purchased prior to February
1, 2004). PFD may, in its discretion, pay a commission to broker-dealers who
initiate and are responsible for such purchases as follows:

Accounts Other than Employer-Sponsored Retirement Plans
1.00%             Up to $4 million
0.50%             Next $46 million
0.25%             Over $50 million

Employer-Sponsored Retirement Plans
0.50%             Up to $50 million
0.25%             Over $50 million

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




Letter of Intent ("LOI"). Reduced sales charges are available for purchases of
$100,000 or more of Class A shares (excluding any reinvestments of dividends and
capital gain distributions) made within a 13-month period pursuant to an LOI
which may be established by completing the Letter of Intent section of the
Account Application. The reduced sales charge will be the charge that would be
applicable to the purchase of the specified amount of Class A shares as if the
shares had all been purchased at the same time. A purchase not made pursuant to
an LOI may be included if the LOI is submitted to PIMSS within 90 days of such
purchase. You may also obtain the reduced sales charge by including the value
(at current offering price) of all your Class A shares in the fund and all other
Pioneer mutual funds held of record as of the date of your LOI in the amount
used to determine the applicable sales charge for the Class A shares to be
purchased under the LOI. Five percent of your total intended purchase amount
will be held in escrow by PIMSS, registered in your name, until the terms of the
LOI are fulfilled. When you sign the Account Application, you agree to
irrevocably appoint PIMSS your attorney-in-fact to surrender for redemption any
or all shares held in escrow with full power of substitution. An LOI is not a
binding obligation upon the investor to purchase, or the fund to sell, the
amount specified in the LOI. Any share class for which no sales charge is paid
cannot be included under the LOI.


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

                                       49
<PAGE>

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

Class B Shares

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

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

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

<TABLE>
<CAPTION>
                                                     CDSC as a % of Dollar
         Year Since Purchase                        Amount Subject to CDSC

        <S>                                                  <C>
         First                                                4.0
         Second                                               4.0
         Third                                                3.0
         Fourth                                               2.0
         Fifth                                                1.0
         Sixth and thereafter                                 0.0
</TABLE>

Shares purchased prior to December 1, 2004 remain subject to the contingent
deferred sales charges in effect at the time you purchased those shares. Shares
purchased as part of an exchange or acquired as a result of a reorganization of
another fund into the fund remain subject to any CDSC that applied to the shares
you originally purchased.

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

Class B shares will automatically convert into Class A shares eight years after
the purchase date, except as noted below. Class B shares acquired by exchange
from Class B shares of another Pioneer mutual fund will convert into Class A
shares based on the date of the initial purchase and the applicable CDSC. Class
B shares acquired through reinvestment of distributions will convert into Class
A shares over time in the same proportion as other shares held in the account.
For this purpose, Class B shares acquired through reinvestment of distributions
will be attributed to particular purchases of Class B shares in accordance with
such procedures as the Trustees may

                                       50
<PAGE>

determine from time to time. The conversion of Class B shares to Class A shares
is subject to the continuing availability of a ruling from the Internal Revenue
Service (the "IRS") or an opinion of counsel that such conversions will not
constitute taxable events for U.S. federal income tax purposes. The conversion
of Class B shares to Class A shares will not occur if such ruling or opinion is
not available and, therefore, Class B shares would continue to be subject to
higher expenses than Class A shares for an indeterminate period.

Class C Shares

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

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

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

Class Y Shares

No front-end, deferred or asset based sales charges are applicable to Class Y
shares.

Additional Payments to Financial Intermediaries

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

                                       51
<PAGE>

intermediary" includes any broker, dealer, bank (including bank trust
departments), insurance company, transfer agent, registered investment adviser,
financial planner, retirement plan administrator and any other financial
intermediary having a selling, administrative and shareholder servicing or
similar agreement with a Pioneer Affiliate.

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

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

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

Administrative and Processing Support Payments. Pioneer Affiliates also may make
payments to certain financial intermediaries that sell Pioneer fund shares for
certain administrative services, including record keeping and sub-accounting
shareholder accounts, to the

                                       52
<PAGE>

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


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

As of January 1, 2008, Pioneer anticipates that the following broker-dealers or
their affiliates will receive additional payments as described in the fund's
prospectuses and statement of additional information:


A.G. Edwards & Sons Inc.
ADP Clearing & Outsourcing Services
AIG VALIC
Ameriprise Financial Services, Inc.
AXA Advisors, LLC
Bear, Stearns & Co. Inc.
Charles Schwab & Co., Inc.
Chevy Chase Securities, Inc.
Citigroup Global Markets Inc.
Commonwealth Financial Network
D.A. Davidson & Co.
Delaware Distributors, L.P.
Edward D. Jones & Co., L.P.
Ferris, Baker Watts Inc.
Fidelity Brokerage Services LLC
First Clearing, LLC

First Command Financial Planning, Inc.
H&R Block Financial Advisors, Inc.
Hartford Securities Distribution Company, Inc.
Hewitt Financial Services LLC

ING

J.J.B. Hilliard, W.L Lyons, Inc.
Janney Montgomery Scott LLC
Jefferson National Securities Corporation


                                       53
<PAGE>


Legend Equities Corporation
Lincoln Investment Planning, Inc.
Linsco/Private Ledger Corp.
McDonald Investments Inc.
Merrill Lynch & Co., Inc.
Mesirow Financial, Inc.
MetLife Securities Inc.
Morgan Keegan & Co., Inc.
Morgan Stanley & Co., Inc.
Mutual of Omaha Investor Services, Inc.
Mutual Service Corporation
N.I.S. Financial Services, Inc.
National Financial Services
LLC National Investor Services Corp.
Nationwide Securities, Inc.
OneAmerica Securities, Inc.
Oppenheimer & Co., Inc.

Pershing LLC
PFS Investments Inc
Prudential Financial
Primevest Financial Services, Inc.
Raymond James Financial Services, Inc.
RBC Dain Rauscher Inc.
Robert W. Baird & Co., Inc.
Scott and Stringfellow, Inc.
Scottrade, Inc.
Securities America, Inc.
Southwest Securities, Inc.
Sterne Agee & Leach, Inc.
Stifel Nicholas & Company, Inc.
Symetra Investment Services, Inc.
UnionBanc Investment Services LLC
UBS Financial Services Inc.
Wachovia Securities
Wells Fargo Investments, LLC

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


13.  REDEEMING SHARES

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

Redemptions and repurchases are taxable transactions for shareholders that are
subject to U.S. federal income tax. The net asset value per share received upon
redemption or repurchase may be

                                       54
<PAGE>

more or less than the cost of shares to an investor, depending on the market
value of the portfolio at the time of redemption or repurchase.

Systematic Withdrawal Plan(s) ("SWP") (Class A, B, and C shares). A SWP is
designed to provide a convenient method of receiving fixed payments at regular
intervals from fund share accounts having a total value of not less than
$10,000. You must also be reinvesting all dividends and capital gain
distributions to use the SWP option.

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

While you are making systematic withdrawals from your account, you may pay
unnecessary initial sales charges on additional purchases of Class A shares or
contingent deferred sales charges. SWP redemptions reduce and may ultimately
exhaust the number of shares in your account. In addition, the amounts received
by a shareholder cannot be considered as yield or income on his or her
investment because part of such payments may be a return of his or her
investment.

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

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


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



14.  TELEPHONE AND ONLINE TRANSACTIONS

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

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<PAGE>

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

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

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

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


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


FactFone(SM). FactFone(SM) is an automated inquiry and telephone transaction
system available to Pioneer mutual fund shareholders by dialing 1-800-225-4321.
FactFone(SM) allows shareholder access to current information on Pioneer mutual
fund accounts and to the prices and yields of all publicly available Pioneer
mutual funds. In addition, you may use FactFone(SM) to make computer-assisted
telephone purchases, exchanges or redemptions from your Pioneer mutual fund
accounts, access your account balances and last three transactions and order a
duplicate statement if you have activated your PIN. Telephone purchases or
redemptions require the establishment of a bank account of record.
Computer-assisted Class Y share telephone purchases, exchanges and redemptions
and certain other FactFone(SM) features for Class Y shareholders are not
currently available through FactFone(SM). You are strongly urged to consult with
your investment professional prior to requesting any telephone transaction.
Shareholders whose accounts are registered in the name of a broker-dealer or
other third party may not be able to use FactFoneSM. Call PIMSS for assistance.

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

                                       56
<PAGE>

     o    net asset value prices for all Pioneer mutual funds;

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

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

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

Yields are calculated in accordance with SEC mandated standard formulas.

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


15.  PRICING OF SHARES

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

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

Securities quoted in foreign currencies are converted to U.S. dollars utilizing
foreign exchange rates employed by the fund's independent pricing services.
Generally, trading in non U.S. securities is substantially completed each day at
various times prior to the close of regular trading on the Exchange. The values
of such securities used in computing the net asset value of the fund's shares
are determined as of such times. Foreign currency exchange rates are also
generally determined prior to the close of regular trading on the Exchange.
Occasionally, events which

                                       57
<PAGE>

affect the values of such securities and such exchange rates may occur between
the times at which they are determined and the close of regular trading on the
Exchange and will therefore not be reflected in the computation of the fund's
net asset value. International securities markets may be open on days when the
U.S. markets are closed. For this reason, the value of any international
securities owned by the fund could change on a day you cannot buy or sell shares
of the fund.


When prices determined using the foregoing methods are not available or are
considered by Pioneer to be unreliable, the fund uses fair value pricing methods
to value its securities in accordance with procedures approved by the fund's
trustees. The fund also may use fair value pricing methods to value its
securities, including a non-U.S. security, when Pioneer determines that prices
determined using the foregoing methods no longer accurately reflect the value of
the security due to factors affecting one or more relevant securities markets or
the specific issuer. Valuing securities using fair value methods may cause the
net asset value of the fund's shares to differ from the net asset value that
would be calculated using closing market prices. In connection with making fair
value determinations of the value of fixed income securities, the fund may use a
pricing matrix.

The net asset value per share of each class of the fund is computed by taking
the value of all of the fund's assets attributable to a class, less the fund's
liabilities attributable to that class, and dividing the result by the number of
outstanding shares of that class. For purposes of determining net asset value,
expenses of the classes of the fund are accrued daily and taken into account.
The fund's maximum offering price per Class A share is determined by adding the
maximum sales charge to the net asset value per Class A share. Class B, Class C,
and Class Y shares are offered at net asset value without the imposition of an
initial sales charge (Class B and Class C shares may be subject to a CDSC).



16.  TAX STATUS


The fund is treated as a separate entity for U.S. federal income tax purposes.
The fund has elected to be treated, and has qualified and intends to continue to
qualify each year, as a "regulated investment company" under Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code"), so that it will not pay
U.S. federal income tax on income and capital gains distributed to shareholders.
In order to qualify as a regulated investment company under Subchapter M of the
Code, the fund must, among other things, (i) derive at least 90% of its gross
income for each taxable year from dividends, interest, payments with respect to
certain securities loans, gains from the sale or other disposition of stock,
securities or foreign currencies, or other income (including gains from options,
futures and forward contracts) derived with respect to its business of investing
in such stock, securities or currencies, and net income derived from an interest
in a qualified publicly traded partnership (as defined in Section 851(h) of the
Code) (the "90% income test") and (ii) diversify its holdings so that, at the
end of each quarter of each taxable year: (a) at least 50% of the value of the
fund's total assets is represented by (1) cash and cash items, U.S. government
securities, securities of other regulated investment companies, and (2) other
securities, with such other securities limited, in respect of any one issuer, to
an amount not greater than 5% of the value of the fund's total assets and to not
more than 10% of the outstanding voting securities of such issuer and (b) not
more than 25% of the value of the fund's total assets is invested in (1) the
securities (other than U.S. government securities and securities of other
regulated investment companies) of any one issuer, (2) the securities (other
than securities of other regulated investment companies) of two or more issuers
that the fund controls and that are engaged in the same, similar, or related
trades or businesses, or (3) the securities of one or more qualified publicly
traded partnerships.


                                       58
<PAGE>


For purposes of the 90% income test, the character of income earned by certain
entities in which the fund invests that are not treated as corporations for U.S.
federal income tax purposes (e.g., partnerships other than certain publicly
traded partnerships or trusts that have not elected to be classified as
corporations under the "check-the-box" regulations) will generally pass through
to the fund. Consequently, in order to qualify as a regulated investment
company, the fund may be required to limit its equity investments in such
entities that earn fee income, rental income or other nonqualifying income.

If the fund qualifies as a regulated investment company and properly distributes
to its shareholders each taxable year an amount equal to or exceeding the sum of
(i) 90% of its "investment company taxable income" as that term is defined in
the Code (which includes, among other things, dividends, taxable interest, and
the excess of any net short-term capital gains over net long-term capital
losses, as reduced by certain deductible expenses) without regard to the
deduction for dividends paid and (ii) 90% of the excess of its gross tax-exempt
interest income, if any, over certain disallowed deductions, the fund generally
will not be subject to U.S. federal income tax on any income of the fund,
including "net capital gain" (the excess of net long-term capital gain over net
short-term capital loss), distributed to shareholders. However, if the fund
meets such distribution requirements, but chooses to retain some portion of its
taxable income or gains, it generally will be subject to U.S. federal income tax
at regular corporate rates on the amount retained. The fund may designate
certain amounts retained as undistributed net capital gain in a notice to its
shareholders, who (i) will be required to include in income for U.S. federal
income tax purposes, as long-term capital gain, their proportionate shares of
the undistributed amount so designated, (ii) will be entitled to credit their
proportionate shares of the income tax paid by the fund on that undistributed
amount against their federal income tax liabilities and to claim refunds to the
extent such credits exceed their liabilities and (iii) will be entitled to
increase their tax basis, for federal income tax purposes, in their shares by an
amount equal to the excess of the amount of undistributed net capital gain
included in their respective income over their respective income tax credits.
The fund intends to distribute at least annually all or substantially all of its
investment company taxable income (computed without regard to the dividends-paid
deduction), net tax-exempt interest income, and net capital gain. If, for any
taxable year, the fund does not qualify as a regulated investment company or
does not satisfy the 90% distribution requirement, it will be treated as a U.S.
corporation subject to U.S. federal income tax, thereby subjecting any income
earned by the fund to tax at the corporate level and to a further tax at the
shareholder level when such income is distributed.

Under the Code, the fund will be subject to a nondeductible 4% U.S. federal
excise tax on a portion of its undistributed taxable ordinary income and capital
gain net income if it fails to meet certain distribution requirements with
respect to the year ending October 31. The fund intends to make distributions in
a timely manner and accordingly does not expect to be subject to the excise tax.


The fund declares a dividend from any net investment income each business day.
The fund generally pays dividends from any net investment income on the last
business day of the month or shortly thereafter. The fund distributes any net
short- and long-term capital gains in November. Dividends from income and/or
capital gains may also be paid at such other times as may be necessary for the
fund to avoid U.S. federal income or excise tax.


The fund may from time to time invest a portion of its portfolio in short-term
taxable obligations and may engage in transactions generating gain or income
that is not tax-exempt, e.g., the fund may purchase and sell non-municipal
securities, sell or lend portfolio securities, enter into


                                       59
<PAGE>


repurchase agreements, dispose of rights to when-issued securities prior to
issuance, acquire any debt obligation at a market discount, acquire certain
stripped tax-exempt obligations or their coupons or enter into options and
futures transactions. The fund's distributions of such gain or income will not
be "exempt-interest dividends," as described below, and accordingly will be
taxable.

The Code permits tax-exempt interest received by the fund to flow through as
tax-exempt "exempt-interest dividends" to the fund's shareholders, provided that
the fund qualifies as a regulated investment company and at least 50% of the
value of the fund's total assets at the close of each quarter of its taxable
year consists of tax-exempt obligations, i.e., obligations that pay interest
excluded from gross income under Section 103(a) of the Code. That part of the
fund's net investment income which is attributable to interest from tax-exempt
obligations and which is distributed to shareholders will be designated by the
fund as an "exempt-interest dividend" under the Code. Exempt-interest dividends
are excluded from a shareholder's gross income under the Code but are
nevertheless required to be reported on the shareholder's U.S. federal income
tax return. The percentage of income designated as exempt-interest dividends is
applied uniformly to all distributions made during each taxable year and may
differ from the percentage of distributions consisting of tax-exempt interest
during any particular month. That portion of the fund's dividends and
distributions not designated as exempt-interest dividends will be taxable as
described below.

Exempt-interest dividends derived from interest on certain "private activity
bonds" will be items of tax preference, which increase alternative minimum
taxable income for individuals or entities that are subject to the U.S. federal
alternative minimum tax. All exempt-interest dividends may result in or increase
a corporate shareholder's liability for the federal alternative minimum tax.

Interest on indebtedness incurred or continued by a shareholder to purchase or
carry shares of the fund will not be deductible for U.S. federal income tax
purposes to the extent it is deemed under the Code and applicable regulations to
relate to exempt-interest dividends received from the fund. The fund may not be
an appropriate investment for persons who are "substantial users" of facilities
financed by industrial revenue or private activity bonds or persons related to
substantial users. Shareholders receiving social security or certain railroad
retirement benefits may be subject to U.S. federal income tax on a portion of
such benefits as a result of receiving exempt-interest dividends paid by the
fund.

Unless a shareholder specifies otherwise, all distributions from the fund to
that shareholder will be automatically reinvested in additional full and
fractional shares of the fund. For U.S. federal income tax purposes, all
dividends from the fund, other than exempt-interest dividends, generally are
taxable whether a shareholder takes them in cash or reinvests them in additional
shares of the fund. In general, assuming that the fund has sufficient earnings
and profits, dividends from net investment income that is not tax exempt and
from net short-term capital gains are taxable as ordinary income. Since the
fund's income is derived primarily from sources that do not pay dividends, it is
not expected that any dividends paid by the fund will qualify for either the
dividends-received deduction for corporations or the maximum 15% U.S. federal
income tax rate available to individual and certain other noncorporate
shareholders on qualified dividend income.


Distributions by the fund in excess of the fund's current and accumulated
earnings and profits will be treated as a return of capital to the extent of
(and in reduction of) the shareholder's tax basis in its shares and any such
amount in excess of that basis will be treated as gain from the sale of shares,
as discussed below.

                                       60
<PAGE>


Distributions from net capital gains, if any, that are designated as capital
gain dividends by the fund are taxable as long-term capital gains for U.S.
federal income tax purposes without regard to the length of time the shareholder
has held shares of the fund. Capital gain dividends distributed by the fund to
individual and certain other noncorporate shareholders generally will qualify
for reduced U.S. federal income tax rates (currently, a maximum rate of 15%,
with lower rates applying to taxpayers in the 10% and 15% rate brackets) on
long-term capital gains, subject to certain limited exceptions. A shareholder
should also be aware that the benefits of the favorable tax rate applicable to
long-term capital gains and qualified dividend income may be affected by the
application of the alternative minimum tax to individual shareholders. Under
current law, the reduced maximum 15% U.S. federal income tax rate on qualified
dividend income and long-term capital gains will not apply in taxable years
beginning after December 31, 2010.


The U.S. federal income tax status of all distributions will be reported to
shareholders annually.


Although dividends generally will be treated as distributed when paid, any
dividend declared by the fund in October, November or December and payable to
shareholders of record in such a month that is actually paid during the
following January will be treated for U.S. federal income tax purposes as
received by shareholders on December 31 of the calendar year in which it was
declared. In addition, certain other distributions made after the close of a
taxable year of the fund may be "spilled back" and treated for certain purposes
as paid by the fund during such taxable year. In such case, shareholders
generally will be treated as having received such dividends in the taxable year
in which the distributions were actually made. For purposes of calculating the
amount of a regulated investment company's undistributed income and gain subject
to the 4% excise tax described above, such "spilled back" dividends are treated
as paid by the regulated investment company when they are actually paid.

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

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

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


                                       61
<PAGE>


shares, and any portion of such loss that exceeds the amount disallowed will be
treated as a long-term capital loss to the extent of any amounts treated as
distributions to the shareholder of long-term capital gain with respect to such
shares (including any amounts credited to the shareholder as undistributed
capital gains).


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


Gain may be increased (or loss reduced) upon a redemption of Class A shares of
the fund within 90 days after their purchase followed by any purchase (including
purchases by exchange or by reinvestment), without payment of an additional
sales charge, of Class A shares of the fund or of another Pioneer fund (or any
other shares of a Pioneer fund generally sold subject to a sales charge).

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

Shareholders that are exempt from U.S. federal income tax, such as retirement
plans that are qualified under Section 401 of the Code, generally are not
subject to U.S. federal income tax on otherwise-taxable fund dividends or
distributions, or on sales or exchanges of fund shares unless the fund shares
are "debt-financed property" within the meaning of the Code. However, in the
case of fund shares held through a non-qualified deferred compensation plan,
fund dividends and distributions other than tax-exempt dividends received by the
plan and sales and exchanges of fund shares by the plan generally are taxable to
the employer sponsoring such plan in accordance with the U.S. federal income tax
laws that are generally applicable to shareholders receiving such dividends or
distributions from regulated investment companies such as the fund.

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

Foreign exchange gains and losses realized by the fund in connection with
certain transactions involving foreign currency-denominated debt securities,
certain options and futures contracts


                                       62
<PAGE>


relating to foreign currency, foreign currency forward contracts, foreign
currencies, or payables or receivables denominated in a foreign currency are
subject to Section 988 of the Code, which generally causes such gains and losses
to be treated as ordinary income and losses and may affect the amount, timing
and character of distributions to shareholders. Under Treasury regulations that
may be promulgated in the future, any gains from such transactions that are not
directly related to the fund's principal business of investing in stock or
securities (or its options contracts or futures contracts with respect to stock
or securities) may have to be limited in order to enable the fund to satisfy the
90% income test.

The fund may invest in or hold debt obligations of issuers not currently paying
interest or that are in default. Investments in debt obligations that are at
risk of or in default present special tax issues for the fund. Federal income
tax rules are not entirely clear about issues such as when the fund may cease to
accrue interest, original issue discount or market discount, when and to what
extent deductions may be taken for bad debts or worthless securities, how
payments received on obligations in default should be allocated between
principal and interest and whether certain exchanges of debt obligations in a
workout context are taxable. These and other issues will be addressed by the
fund, in the event it invests in or holds such securities, in order to seek to
ensure that it distributes sufficient income to preserve its status as a
regulated investment company and does not become subject to U.S. federal income
or excise tax.

If the fund invests in certain pay-in-kind securities, zero coupon securities,
deferred interest securities or, in general, any other securities with original
issue discount (or with market discount if the fund elects to include market
discount in income currently), the fund generally must accrue income on such
investments for each taxable year, which generally will be prior to the receipt
of the corresponding cash payments. However, the fund must distribute to its
shareholders, at least annually, all or substantially all of its investment
company taxable income (determined without regard to the deduction for dividends
paid), including such accrued income, to qualify to be treated as a regulated
investment company under the Code and avoid U.S. federal income and excise
taxes. Therefore, the fund may have to dispose of its portfolio securities,
potentially under disadvantageous circumstances, to generate cash, or may have
to borrow the cash, to satisfy distribution requirements. Such a disposition of
securities may potentially result in additional taxable gain or loss to the
fund.

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


                                       63
<PAGE>


or forward contracts) may also be deferred under the tax straddle rules of the
Code, which may also affect the characterization of capital gains or losses from
straddle positions and certain successor positions as long-term or short-term.
Certain tax elections may be available that would enable the fund to ameliorate
some adverse effects of the tax rules described in this paragraph. The tax rules
applicable to options, futures, forward contracts and straddles may affect the
amount, timing and character of the fund's income and gains or losses and hence
of its distributions to shareholders.

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

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

The description of certain federal tax provisions above relates only to U.S.
federal income tax consequences for shareholders who are U.S. persons, i.e.,
generally, U.S. citizens or residents or U.S. corporations, partnerships, trusts
or estates, and who are subject to U.S. federal income tax and hold their shares
as capital assets. Except as otherwise provided, this description does not
address the special tax rules that may be applicable to particular types of
investors, such as financial institutions, insurance companies, securities
dealers, other regulated investment companies, or tax-exempt or tax-deferred
plans, accounts or entities. Investors other than U.S. persons may be subject to
different U.S. federal income tax treatment, including a non-resident alien U.S.
withholding tax at the rate of 30% or any lower applicable treaty rate on
amounts treated as ordinary dividends from the fund or, in certain
circumstances, unless an effective IRS Form W-8BEN or other authorized
withholding certificate is on file, to backup withholding at the rate of 28% on
certain other payments from the fund. Backup withholding will not be applied to
payments that have been subject to the 30% (or lower applicable treaty rate)
withholding tax on shareholders who are neither citizens nor residents of the
United States. Shareholders should consult their own tax advisers on these
matters and on state, local, foreign and other applicable tax laws.

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


                                       64
<PAGE>


The exemption of exempt-interest dividends for U.S. federal income tax purposes
does not necessarily result in exemption under the tax laws of any state or
local taxing authority, since those laws vary with respect to the taxation of
such income. Many states exempt from tax that portion of an exempt-interest
dividend which represents interest received by the fund on that state's
securities, subject in some cases to compliance with concentration and/or
reporting requirements, which the fund makes no commitment to seek to satisfy.
However, the fund will report annually to its shareholders the percentage of
interest income received by the fund during the preceding year on federally
tax-exempt obligations indicating, on a state-by-state basis only, the source of
such income. Shareholders of the fund should note that a decision of the United
States Supreme Court is currently pending in Department of Revenue of Kentucky
v. Davis, a case concerning the validity of statutes that create a state tax
exemption for interest from municipal securities. The Kentucky Court of Appeals
had held that Kentucky's statute, which provided an exemption for interest
earned on municipal securities of Kentucky issuers while taxing interest earned
on municipal securities of issuers in other states, violated the Interstate
Commerce Clause of the United States Constitution. If the Supreme Court were to
adopt the reasoning of the Kentucky Court of Appeals, its decision would affect
the state tax status of fund distributions. It is unclear how the Supreme
Court's decision will affect the market for municipal securities, but it could
adversely affect the value of securities held by the fund, and therefore the
value of the fund's shares. Such a decision could also prompt legislation at the
state level that might adversely affect the state taxation of fund distributions
and the market for municipal securities. Each shareholder is advised to consult
his own tax adviser regarding the exemption, if any, of exempt-interest
dividends under the state and local tax laws applicable to the shareholder.


A state income (and possibly local income and/or intangible property) tax
exemption is generally available to the extent the fund's distributions are
derived from interest on (or, in the case of intangible property taxes, the
value of its assets is attributable to) certain U.S. government obligations,
provided in some states that certain thresholds for holdings of such obligations
and/or reporting requirements are satisfied. The fund will not seek to satisfy
any threshold or reporting requirements that may apply in particular taxing
jurisdictions, although the fund may in its sole discretion provide relevant
information to shareholders.


17.  FINANCIAL STATEMENTS


The fund's financial statements and financial highlights for the fiscal year
ended December 31, 2007 appearing in the fund's annual report, filed with the
SEC on February 28, 2008 (Accession No. 0000276776-08-000025) are incorporated
by reference into this statement of additional information. Those financial
statements and financial highlights have been audited by Ernst & Young LLP,
independent registered public accounting firm, as indicated in their report
thereon, and are incorporated herein by reference in reliance upon such report,
given on the authority of Ernst & Young LLP as experts in accounting and
auditing.


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



18.  ANNUAL FEE, EXPENSE AND OTHER INFORMATION

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
Portfolio Turnover
------------------------------------------------------------------------------------
The fund's annual portfolio turnover rate for the fiscal years ended December 31,
------------------------------------------------------------------------------------
<S>                                                           <C>
2007                                                          2006
------------------------------------------------------------------------------------
</TABLE>


                                       65
<PAGE>


<TABLE>
------------------------------------------------------------------------------------
<S>                                                           <C>
68%                                                           66%
------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
Share Ownership
-----------------------------------------------------------------------------------------------------------------
As of March 31, 2008, the Trustees and officers of the fund owned beneficially
in the aggregate less than 1% of the outstanding shares of the fund. The
following is a list of the holders of 5% or more of any class of the fund's
outstanding shares as of March 31, 2008:
-----------------------------------------------------------------------------------------------------------------
                 Record Holder                        Share Class           Number of Shares       % of Class
-----------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                  <C>                       <C>
NFS LLC FEBO                                            Class A              1,943,842.692             7.14
Regions Bank DBA Kenneburt Co.
250 Riverchase Pkwy., East, Floor 5
Birmingham, AL  35244-1832
-----------------------------------------------------------------------------------------------------------------
NFS LLC FEBO                                            Class Y             11,090,014.311            62.21
Regions Bank DBA Kenneburt Co.
250 Riverchase Pkwy., East, Floor 5
Birmingham, AL  35244-1832
-----------------------------------------------------------------------------------------------------------------
NFS LLC FEBO                                            Class Y              3,570,971.460            20.03
Regions Bank DBA Kenneburt Co.
250 Riverchase Pkwy., East, Floor 5
Birmingham, AL  35244-1832
-----------------------------------------------------------------------------------------------------------------
AmSouth Bancorporation (SERP)                           Class Y              2,837,888.126            15.91
State Street Bank & Trust Company
125 Sunnyknoll Court, Suite 200
Winston-Salem, NC  27106-5076
-----------------------------------------------------------------------------------------------------------------
MLPF&S for the sole benefit                             Class B                189,516.320            14.62
of its customers                                        Class C                349,219.535            29.31
Mutual Fund Administration
4800 Deer Lake Drive, East, 2nd Floor
Jacksonville FL  32246-6484
-----------------------------------------------------------------------------------------------------------------
Citigroup Global Markets, Inc.                          Class B                149,576.504            11.54
Attn: Peter Booth                                       Class C                150,225.901            12.61
333 West 34th Street, 7th Floor
New York NY  10001-2402
-----------------------------------------------------------------------------------------------------------------
</TABLE>


--------------------------------------------------------------------------------
Trustee Ownership of Shares of the Fund and Other Pioneer Funds

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

The following table indicates the value of shares that each Trustee beneficially
owned in the fund and Pioneer Funds in the aggregate as of December 31, 2007.
Beneficial ownership is determined in accordance with SEC rules. The share value
of any closed-end fund is based on its closing market price on December 31,
2007. The share value of any open-end Pioneer Fund is based on the net asset
value of the class of shares on December 31, 2007. The dollar ranges in this
table are in accordance with SEC requirements.
--------------------------------------------------------------------------------


                                       66
<PAGE>


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                                                   Aggregate Dollar Range of Equity Securities
                                     Dollar Range of               in All Registered Investment Companies
                                     Equity Securities in          Overseen by Trustee in the Pioneer Family of
Name of Trustee                      the Fund                      Funds
---------------------------------------------------------------------------------------------------------------
<S>                                              <C>                                            <C>
Interested Trustees
---------------------------------------------------------------------------------------------------------------
John F. Cogan, Jr.                                Over $100,000                                  Over $100,000
---------------------------------------------------------------------------------------------------------------
Independent Trustees
---------------------------------------------------------------------------------------------------------------
David R. Bock                                              NONE                                  Over $100,000
---------------------------------------------------------------------------------------------------------------
Mary K. Bush                                               NONE                                  Over $100,000
---------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham                               $1 - $10,000                                  Over $100,000
---------------------------------------------------------------------------------------------------------------
Thomas J. Perna                                            NONE                                  Over $100,000
---------------------------------------------------------------------------------------------------------------
Marguerite A. Piret                                        NONE                                  Over $100,000
---------------------------------------------------------------------------------------------------------------
John Winthrop                                     Over $100,000                                  Over $100,000
---------------------------------------------------------------------------------------------------------------
</TABLE>


Compensation of Officers and Trustees

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


<TABLE>
<CAPTION>

                                                         Pension or
                                   Aggregate             Retirement Benefits    Total Compensation from
                                   Compensation from     Accrued as Part of     the Fund and Other Pioneer
Name of Trustee                    Fund**                Fund Expenses          Funds**
<S>                                 <C>                         <C>                  <C>
Interested Trustees:
John F. Cogan, Jr.*                 $   500.00                  $0.00                $   33,500.00
Independent Trustees:
David R. Bock                       $ 1,963.57                  $0.00                $  162,170.90
Mary K. Bush                        $ 1,930.94                  $0.00                $  160,250.00
Margaret B.W. Graham                $ 2,093.61                  $0.00                $  174,250.00
Thomas J. Perna                     $ 1,934.52                  $0.00                $  160,574.79
Marguerite A. Piret                 $ 2,422.63                  $0.00                $  201,750.00
John Winthrop                       $ 1,931.93                  $0.00                $  160,500.00
                                    ----------                                       -------------
Total                               $12,777.22                  $0.00                $1,052,995.69
</TABLE>


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

         **       For the fiscal year ended December 31, 2007. As of December
                  31, 2007, there are 77 U.S. registered investment portfolios
                  in the Pioneer Family of Funds.


Approximate Management Fees the Fund Paid or Owed Pioneer

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

                                       67
<PAGE>

For the Fiscal Years Ended December 31,

<TABLE>
<CAPTION>
                   2007              2006              2005
<S>                <C>               <C>               <C>
Gross Fee          $2,985,435        $3,055,224        $2,087,453
Incurred
Net Fee Paid       $2,985,435        $3,046,805        $2,087,453
</TABLE>


Fees the Fund Paid to Pioneer under the Administration Agreement

For the Fiscal Years Ended December 31,

<TABLE>
2007            2006           2005
<C>             <C>            <C>
$142,272        $136,252       $83,996
</TABLE>



<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Underwriting Expenses and Commissions

-------------------------------------------------------------------------------------------------------------
For the fiscal years ended December 31,

-------------------------------------------------------------------------------------------------------------
                              2007                       2006                       2005
-------------------------------------------------------------------------------------------------------------
<S>                           <C>                        <C>                        <C>
Approximate Net               $29,608                    $34,210                    $44,797
Underwriting Expenses
Retained by PFD
-------------------------------------------------------------------------------------------------------------
Approximate Commissions       $143,622                   $189,259                   $246,315
Reallowed to Dealers (Class
A shares)
-------------------------------------------------------------------------------------------------------------
Approximate Commissions       $0                         $0                         $0
Reallowed to Dealers (Class
C shares)
-------------------------------------------------------------------------------------------------------------
Approximate Brokerage and     $0                         $0                         $0
Underwriting Commissions
(Portfolio Transactions)
-------------------------------------------------------------------------------------------------------------
</TABLE>

Fees Paid Under the Distribution Plan

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
For the Fiscal Year Ended December 31, 2007
-----------------------------------------------------------------------------------------
Class A Plan                          Class B Plan                        Class C Plan
-----------------------------------------------------------------------------------------
<S>                                   <C>                                 <C>
$833,565                              $161,084                            $136,632
-----------------------------------------------------------------------------------------
</TABLE>

--------------------------------------------------------------------------------
Carryover of Distribution Expenses

--------------------------------------------------------------------------------
As of December 31, 2007 the carryover of distribution expenses under the Class A
Plan previously in effect was:
--------------------------------------------------------------------------------


                                       68
<PAGE>


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

--------------------------------------------------------------------------------
$0
--------------------------------------------------------------------------------



--------------------------------------------------------------------------------
CDSCs

--------------------------------------------------------------------------------
During the fiscal year ended December 31, 2007, the following CDSCs were paid to
PFD:
--------------------------------------------------------------------------------
$41,902
--------------------------------------------------------------------------------




--------------------------------------------------------------------------------
Capital Loss Carryforwards as of December 31, 2007

--------------------------------------------------------------------------------
At December 31, 2007, the fund had the following net capital loss carryforward:
--------------------------------------------------------------------------------
$9,300,052
--------------------------------------------------------------------------------



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

--------------------------------------------------------------------------------
Of this, the following amounts will expire as indicated below, if not utilized:
--------------------------------------------------------------------------------


<TABLE>
--------------------------------------------------------------------------------
<S>                             <C>
2011                            $7,713,482
--------------------------------------------------------------------------------
2012                            $1,586,570
--------------------------------------------------------------------------------
</TABLE>


                                       69
<PAGE>


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

Description of Moody's Investors Service, Inc.'s ("Moody's") Short-Term Prime
Ratings:

Moody's short-term ratings are opinions of the ability of issuers to
honor short-term financial obligations. Ratings may be assigned to issuers,
short-term programs or to individual short-term debt instruments. Such
obligations generally have an original maturity not exceeding thirteen months,
unless explicitly noted.

Moody's employs the following designations to indicate the relative repayment
ability of rated issuers:

P-1: Issuers (or supporting institutions) rated Prime-1 have a superior ability
to repay short-term debt obligations.

P-2: Issuers (or supporting institutions) rated Prime-2 have a strong ability to
repay short-term debt obligations.

P-3: Issuers (or supporting institutions) rated Prime-3 have an acceptable
ability to repay short-term obligations.

NP: Issuers (or supporting institutions) rated Not Prime do not fall within any
of the Prime rating categories.

Note: Canadian issuers rated P-1 or P-2 have their short-term ratings enhanced
by the senior-most long-term rating of the issuer, its guarantor or
support-provider.

Description of Moody's Debt Ratings:

Aaa: Obligations rated Aaa are judged to be of the highest quality, with minimal
credit risk.

Aa: Obligations rated Aa are judged to be of high quality and are subject to
very low credit risk.

A: Obligations rated A are considered upper-medium grade and are subject to low
credit risk.

Baa: Obligations rated Baa are subject to moderate credit risk. They are
considered medium-grade and as such may possess certain speculative
characteristics.

Ba: Obligations rated Ba are judged to have speculative elements and are subject
to substantial credit risk.

B: Obligations rated B are considered speculative and are subject to high credit
risk.

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


                                       70
<PAGE>


Caa: Obligations rated Caa are judged to be of poor standing and are subject to
very high credit risk.

Ca: Obligations rated Ca are highly speculative and are likely in, or very near,
default, with some prospect of recovery of principal and interest.

C: Obligations rated C are the lowest rated class of bonds and are typically in
default, with little prospect for recovery of principal or interest.

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

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

     o    Notes containing features that link interest or principal to the
          credit performance of any third party or parties (i.e., credit-linked
          notes);
     o    Notes allowing for negative coupons, or negative principal;
     o    Notes containing any provision that could obligate the investor to
          make any additional payments;
     o    Notes containing provisions that subordinate the claim.

For notes with any of these characteristics, the rating of the individual note
may differ from the indicated rating of the program.

Standard & Poor's Short-Term Issue Credit Ratings:

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

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

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

B: A
short-term obligation rated "B" is regarded as having significant speculative
characteristics. Ratings of "B-1", "B-2", and "B-3" may be assigned to indicate
finer distinctions within the "B" category. The obligor currently has the
capacity to meet its financial commitment on the


                                       71
<PAGE>


obligation; however, it faces major ongoing uncertainties which could lead to
the obligor's inadequate capacity to meet its financial commitment on the
obligation.

B-1: A  short-term  obligation  rated "B-1" is  regarded  as having  significant
speculative characteristics,  but the obligor has a relatively stronger capacity
to meet  its  financial  commitments  over  the  short-term  compared  to  other
speculative-grade obligors.

B-2: A short-term obligation rated "B-2" is regarded as having significant
speculative characteristics, and the obligor has an average speculative-grade
capacity to meet its financial commitments over the short-term compared to other
speculative-grade obligors.

B-3: A short-term obligation rated "B-3" is regarded as having significant
speculative characteristics, and the obligor has a relatively weaker capacity to
meet its financial commitments over the short-term compared to other
speculative-grade obligors.

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

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

Standard & Poor's Long-Term Issue Credit Ratings:


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


     o    Likelihood of payment--capacity and willingness of the obligor to meet
          its financial commitment on an obligation in accordance with the terms
          of the obligation;

     o    Nature of and provisions of the obligation;
     o    Protection afforded by, and relative position of, the obligation in
          the event of bankruptcy, reorganization, or other arrangement under
          the laws of bankruptcy and other laws affecting creditors' rights.

Issue ratings are an assessment of default risk, but may incorporate an
assessment of relative seniority or ultimate recovery in the event of default.
Junior obligations are typically rated lower than senior obligations, to reflect
the lower priority in bankruptcy, as noted above. (Such differentiation may
apply when an entity has both senior and subordinated obligations, secured and
unsecured obligations, or operating company and holding company obligations.)

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

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


                                       72
<PAGE>


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

BBB: An obligation rated "BBB" exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely

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

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

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

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

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

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

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

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

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


                                       73
<PAGE>


Local Currency and Foreign Currency Risks

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


                                       74
<PAGE>


20.                               Appendix B



                     Proxy Voting Policies and Procedures of
                       Pioneer Investment Management, Inc.

                            VERSION DATED July, 2004

                                    Overview

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

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

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

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

Any questions about these policies
and procedures should be directed to
the Proxy Coordinator.

                             Proxy Voting Procedures

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

                                       75
<PAGE>

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:

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<PAGE>

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

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

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

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

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

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

Securities Lending
In conjunction with industry standards Proxies are not available to be voted
when the shares are out on loan through either Pioneer's lending program or a
client's managed security lending program. However, Pioneer will reserve the
right to recall lent securities so that they may be voted according to the
Pioneer's instructions. If a portfolio manager would like to vote a block of
previously lent shares, the Proxy Coordinator will work with the portfolio
manager and Investment Operations to recall the security, to the extent
possible, to facilitate the vote on the entire block of shares.

Share-Blocking
"Share-blocking" is a market practice whereby shares are sent to a custodian
(which may be different than the account custodian) for record keeping and
voting at the general meeting. The shares are unavailable for sale or delivery
until the end of the blocking period (typically the day after general meeting
date).
Pioneer will vote in those countries with "share-blocking." In the event a
manager would like to sell a security with "share-blocking", the Proxy
Coordinator will work with the Portfolio Manager and Investment Operations
Department to recall the shares (as allowable within the market time-frame and
practices) and/or communicate with executing brokerage firm. A list of countries
with "share-blocking" is available from the Investment Operations Department
upon request.

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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;

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

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

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


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

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

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

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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.

     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.

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     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 Securities and Exchange
          Commission.

     o    Restore shareholder rights to ratify the auditors.

We will normally oppose proposals that require companies to:

     o    Seek bids from other auditors.

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

     o    Indemnify auditors.

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


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

General Board Issues
Pioneer will vote for:

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

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

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

     o    Election of an honorary director.

We will vote against:

     o    Minimum stock ownership by directors.

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

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

     o    Requirements to provide two candidates for each board seat.

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

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

Elections of Directors
In uncontested elections of directors we will vote against:

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

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

We will also vote against:

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

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

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

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

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     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:

     o    Cumulative voting.

     o    Increase ability for shareholders to call special meetings.

     o    Increase ability for shareholders to act by written consent.

     o    Restrictions on the ability to make greenmail payments.

     o    Submitting rights plans to shareholder vote.

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

     o    Opting out of the following state takeover statutes:

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

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

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

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

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

     o    Fair price provisions.

     o    Authorization of shareholder rights plans.

     o    Labor protection provisions.

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     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.

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

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

     o    Extension of advance notice requirements for shareholder proposals.

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

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

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

Pioneer will vote for:

     o    Changes in par value.

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<PAGE>

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

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

     o    Bond issuance.

     o    Increases in "ordinary" preferred stock.

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

     o    Cancellation of company treasury shares.

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

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

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

     o    Number of shares currently available for issuance;

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

     o    Proposed use of the additional shares; and

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

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

     o    Proposals to submit private placements to shareholder vote.

     o    Other financing plans.

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

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:

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     o    401(k) benefit plans.

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

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

     o    Amendments to performance plans to conform with OBRA;

     o    Caps on annual grants or amendments of administrative features;

     o    Adding performance goals; and

     o    Cash or cash-and-stock bonus plans.

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

     o    Require that option repricings be submitted to shareholders.

     o    Require the expensing of stock-option awards.

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

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

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

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

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

          Dilution = (A + B + C) / (A + B + C + D), where
          A = Shares reserved for plan/amendment,
          B = Shares available under continuing plans,
          C = Shares granted but unexercised and
          D = Shares outstanding.

     o    The plan must not:

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

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<PAGE>

          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.

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<PAGE>

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

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

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

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

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

We will vote against:

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

     o    Limitations on stock ownership or voting rights.

     o    Reduction in share ownership disclosure guidelines.


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

     o    Mergers and acquisitions.

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

     o    Debt restructurings.

     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:

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<PAGE>


     o    Establishment of new classes or series of shares.

     o    Establishment of a master-feeder structure.

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

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

     o    Approval of new or amended advisory contracts.

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

     o    Authorization for, or increase in, preferred shares.

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

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

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

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

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

     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.

                                       88


<PAGE>

                           PART C - OTHER INFORMATION

Item 23. Exhibits
Amended Form N-1A
Exhibit Reference

       (a)(1)   Agreement and Declaration of Trust (1)
       (a)(2)   Establishment and Designation of Class B Shares (1)
       (a)(3)   Establishment and Designation of Class C Shares (2)
       (a)(4)   Establishment and Designation of Class Y Shares (6)
       (a)(5)   Amendment to the Agreement and Declaration of Trust(3)
       (b)      Amended and Restated By-Laws (6)
       (c)      None
       (d)(1)   Management Contract with Pioneer Investment Management,
                Inc. (3)
       (d)(2)   Amended Management Contract with Pioneer Investment
                Management, Inc. (7)
       (e)(1)   Underwriting Agreement with Pioneer
                Funds Distributor, Inc.(3)
       (e)(2)   Dealer Sales Agreement (6)
       (f)      None
       (g)(1)   Custodian Agreement with Brown Brothers Harriman & Co. (5)
       (g)(2)   Amended Appendix A to Custodian Agreeement (6)
       (h)(1)   Investment Company Service Agreement (5)
       (h)(2)   Amended Exhibit A to Investment Company Service
                Agreement (6)
       (h)(3)   Administration Agreement with Pioneer Investment
                Management, Inc. (6)
       (h)(4)   Amended Exhibit No. 1 to Administration Agreement(6)
       (i)      Opinion of Counsel (2)
       (j)      Consent of Independent Registered Public Accounting Firm (7)
       (k)      None
       (l)      None
       (m)      Pioneer Funds Distributon Plan (7)
       (n)      Multiple Class Plan Pursuant to Rule 18f-3 (4)
       (o)      Not applicable
       (p)(1)   Code of Ethics - Pioneer Investment Management, Inc. (4)
       (p)(2)   Code of Ethics - Pioneer Funds (4)
       (p)(3)   Code of Ethics - Pioneer Funds Distributor, Inc. (4)
       N/A(1)   Powers of Attorney (6)
       N/A(2)   Powers of Attorney (Mark E. Bradley) (7)

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

(1) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 34 to the Registration Statement (File No.
2-57653) as filed with the Securities and Exchange Commission (the "SEC") on
April 26, 1995 (Accession No. 0000202679-95-000010).

(2) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 35 to the Registration Statement as filed with
the SEC on April 26, 1996 (Accession No. 0000202679-96-000011).

(3) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 46 to the Registration Statement as filed with
the SEC on May 1, 2002 (Accession No. 0000202679-02-000012).

(4) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 51 to the Registration Statement as filed with
the SEC on April 29, 2005 (Accession No. 0001016964-05-000189).

(5) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 52 to the Registration Statement on Form N-1A
(File No. 2-57653) as filed with the SEC on April 28, 2006 (Accession No.
0000831120-06-000024).

(6) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 53 to the Registration Statement on Form N-1A
(File No. 2-57653) as filed with the SEC on April 30, 2007 (Accession No.
0000908996-07-000010).

(7) Filed herewith.


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

     None.


Item 25. Indemnification

     Except for the Agreement and Declaration of Trust, dated June 16, 1994 (the
"Declaration"),  as  amended  from  time to  time,  establishing  the  Fund as a
statutory trust under

                                       C-1
<PAGE>

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

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


Item 26. Business and Other Connections of Investment Adviser

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

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

<PAGE>

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

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


Item 27. Principal Underwriters

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

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

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

                                POSITIONS AND OFFICES   POSITIONS AND OFFICES
                NAME            WITH UNDERWRITER        WITH FUND

        Steven M. Graziano      Director and Executive
                                Vice President                  None

        Mark D. Goodwin         Executive Vice President        None

        Julia Hoik              Senior Vice President           None

        Natale Algiere          Senior Vice President           None

        Michael B. Glenn        Senior Vice President           None

        Richard L. Sardelli     Senior Vice President           None

        John P. Davy            Senior Vice President           None

        Alexander Sarafianos    Senior Vice President           None

        Anthony J. Koenig       Treasurer                       None

        Dorothy E. Bourassa     Senior Vice President
                                and Clerk                       Secretary

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

          (c)  Not applicable.


Item 28. Location of Accounts and Records

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


Item 29. Management Services

     Not applicable.


Item 30. Undertakings

     Not applicable.

                                       C-3

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, the Fund certifies
that it meets all of the requirements for effectiveness of this Registration
Statement under Rule 485(b) under the Securities Act of 1933 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, duly authorized, in the City of Boston and The Commonwealth of
Massachusetts on the 29th day of April, 2008.

                                             PIONEER TAX FREE INCOME FUND



                                         By:  /s/ Daniel K. Kingsbury
                                                  Daniel K. Kingsbury
                                                  Executive Vice President

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated below on April 29, 2008:

        Signature                       Title

        John F. Cogan, Jr.*             Chairman of the Board,
        John F. Cogan, Jr.              President(Principal
                                        Executive Officer)
                                        and Trustee


        Marl E. Bradley*                Chief Financial Officer
        Mark E. Bradley                 and Treasurer (Principal
                                        Financial and Accounting
                                        Officer)


        David R. Bock*                  Trustee
        David R. Bock


        Mary K. Bush*                   Trustee
        Mary K. Bush


        John F. Cogan, Jr.*             Trustee
        John F. Cogan, Jr.


        Margaret B. W. Graham*          Trustee
        Margaret B. W. Graham


        Thomas J. Perna*                Trustee
        Thomas J. Perna

                                        Trustee
        Marguerite A. Piret*
        Marguerite A. Piret


        John Winthrop*                  Trustee
        John Winthrop


        *By:  /s/ Daniel K. Kingsbury           Dated: April 29, 2008
                  Daniel K. Kingsbury
                  Attorney-in-fact

<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number              Document Title


        (d)(2)  Amended Management Contract with
                Pioneer Investment Management, Inc.
        (j)     Consent of Independent Registered Public Accounting Firm
        (m)     Pioneer Funds Distribution Plan
        N/A(2)  Powers of Attorney (Mark E. Bradley)