Formulaire 485BPOS PIONEER VALEUR MOYENNE DE L'ÉTAT ® mutuelle santé entreprise

Numéro de dossier 33-34801
811-06106

Soumis à la Securities and Exchange Commission en 2020. 25 février


COMMISSION SÉCURITÉ ET CHANGEMENT
Washington, D.C.20549

FORMULE N-1A

RAPPORT D'ENREGISTREMENT AVANT 1933 LOI SUR LES VALEURS MOBILIÈRES (X)

Amendement préliminaire no. ___ ()

Correction d'effet 53 (X)

et / ou

RAPPORT D'INSCRIPTION SUR LA SOCIÉTÉ D'INVESTISSEMENT
ACTE DE 1940 (X)

Amendement n. 54 (X)

(Veuillez cocher la ou les cases appropriées)

FONDS PIONEER MOYEN FONDS DE VALEUR
(Nom exact de la personne inscrite comme indiqué dans la charte)

60 State Street, Boston, Massachusetts 02109
(Adresse des principaux services exécutifs) (code postal)

Numéro de téléphone du titulaire, y compris l'indicatif régional: (617) 742-7825

Terrence J. Cullen, Amundi Pioneer Asset Management, Inc.,
60 State Street, Boston, Massachusetts 02109
(Nom et adresse de l'agent de service)

Il est proposé que cette demande entre en vigueur (cochez la case appropriée):

() dès le dépôt d'une demande en vertu du point b)
(X) 2020 1 mars Sous (b)
() 60 jours à compter du dépôt de la demande en vertu de l'alinéa a) (1)
() le (date) conformément au point a) 1)
() 75 jours à compter du dépôt de la demande en vertu du sous-alinéa a) (2)
() Date (s) en vertu de la règle 485 (a) (2)

Veuillez cocher cette case si nécessaire:

() Cet amendement, en vigueur après l'entrée en vigueur, indique une nouvelle date d'entrée en vigueur
pour une modification précédemment soumise après la date d'entrée en vigueur.



LE PIONNIER
-------------------------------------------------- ------------------------------
FONDS DE VALEUR INTERMÉDIAIRE
Actions de classe A (PCGRX)
Actions de classe C (PCCGX)
Actions de classe K (PMCKX)
Actions de classe R (PCMRX)
Actions de classe Y (PYCGX)




Prospectus, 2020 1 mars


TABLE DES MATIERES
-------------------------------------------------- ------------------------------





Résumé de la fondation ................................... 1
En savoir plus sur l'objectif d'investissement du fonds
et stratégies ................................. 13
En savoir plus sur le risque d'investir dans le fonds ..... 18
Gestion ..................................... 29
Prix ​​des actions .............................. 32
Choix d'une classe d'actions ..................... 34
Procédures de distribution et de maintenance .......... 39
Taxes de vente .................................. 42
Achat, échange et vente d'actions .......... 50
Options de compte ............................... 63
Services aux actionnaires et politique .............. 67
Dividendes, gains en capital et impôts
Données financières clés ............................. 77
Exonération de la taxe de vente par le courtier
politique ....................................... 83












Ni la Securities and Exchange Commission ni aucune agence nationale des valeurs mobilières
approuvé ou désapprouvé les parts du fonds

(Le graphique apparaît ICI)





ou déterminé si ce prospectus est exact ou complet. Tout
représenter le contraire est un crime.



     À partir de 2021. Avril comme le permet le règlement
Securities and Exchange Commission, copies papier de l'actionnaire du fonds
Les rapports ne seront plus envoyés par la poste à moins que vous ne le demandiez spécifiquement
des copies papier du fonds ou de votre état financier
un intermédiaire tel qu'un courtier, une banque ou une compagnie d'assurance. Au lieu de cela
les rapports seront disponibles sur le site Web de la fondation et vous serez
il est notifié par courrier chaque fois qu'un rapport est publié et qu'un site internet est mis à disposition
lien pour accéder au rapport.


Si vous avez déjà choisi de recevoir les rapports aux actionnaires par voie électronique, vous
ce changement n'aura aucun effet et vous n'avez pas besoin de prendre de mesure. Vous
peut décider de recevoir les rapports aux actionnaires et d'autres communications
en contactant votre intermédiaire financier par voie électronique ou si vous investissez
directement avec la fondation, au 1-800-225-6292.

Vous pouvez choisir de recevoir gratuitement tous les futurs rapports papier. Si vous
investir directement avec le fonds, vous pouvez informer le fonds que vous souhaitez
continuer à obtenir des copies papier des rapports des actionnaires en appelant
1-800-225-6292. Si vous investissez via un intermédiaire financier, vous pouvez
veuillez contacter votre intermédiaire financier et demander à recevoir plus
des copies papier de vos rapports aux actionnaires. Votre choix de recevoir des rapports
papier s’appliquera à tous les fonds de votre compte si vous investissez
votre intermédiaire financier ou tout fonds détenu dans le cadre du Pioneer Fund Package
si vous investissez directement.
-------------------------------------------------- -----------------------------

Un investissement dans un fonds n'est pas un dépôt bancaire et n'est pas assuré ou
garantie par la Federal Deposit Insurance Corporation ou tout autre
agence d'État.
-------------------------------------------------- -----------------------------
Contactez votre spécialiste en placement pour discuter de la façon dont le fonds peut s'adapter
dans votre portefeuille.
-------------------------------------------------- -----------------------------


Résumé de la Fondation

OBJECTIF D'INVESTISSEMENT
Gains en capital découlant de l'investissement dans un portefeuille diversifié
composé principalement d'actions ordinaires.


FRAIS ET DÉPENSES DU FONDS
Le tableau suivant décrit les frais et dépenses que vous pouvez payer si vous achetez et stockez
parts du fonds.


Si vous ou votre famille investissez, vous pourriez recevoir des remises de taxe de vente
accepte d'investir au moins 50 000 $ dans de futures actions de catégorie A
Fonds pionniers. Il y a plus d'informations sur ces remises et autres
de votre investisseur professionnel et dans la section Taxe de vente
le prospectus commence à la page 42. «Le courtier a défini l'exonération de la taxe de vente
politique "du prospectus commençant à la page 83 et" Ventes
dans la section Informations supplémentaires du rapport, qui commence sur la page
56. Si vous investissez dans des actions de catégorie K ou des actions de catégorie Y par
un intermédiaire professionnel ou financier, cet investisseur professionnel, ou
l'intermédiaire financier peut percevoir une commission. Ces commissions, le cas échéant,
ne sont pas imposables dans le fonds et ne sont pas reflétés dans le tableau des impôts ou les dépenses
ce qui suit est un exemple.

 



FRAIS D'ACTIONNAIRES
(taxes payées directement sur votre investissement) CLASSE A CLASSE C CLASSE K CLASSE R CLASSE Y
-------------------------------------------------- --------- --------- --------- --------- --------
                                                                             



Frais de vente maximum (chargement) à l'achat
actions (en pourcentage du prix d'offre) 5,75% Néant Néant Néant Néant
-------------------------------------------------- ------ --------- --------- --------- --------
Taxe de vente différée maximale (charge) (en tant que
le pourcentage de votre enchère ou de votre montant
à obtenir lorsque vous vendez des actions, la valeur la plus basse étant retenue) Aucune / 1/1% Aucune Aucune Aucune
-------------------------------------------------- ------ --------- --------- --------- --------


                                                                                










DÉPENSES OPÉRATIONNELLES ANNUELLES DU FONDS
(le coût que vous payez chaque année
en pourcentage de votre valeur d'investissement) CLASSE A CLASSE C CLASSE K CLASSE R CLASSE Y
--------------------------------------------- ----- ---- --------- --------- --------- --------
                                                                        



Frais de gestion 0,58% 0,58% 0,58% 0,58% 0,58%
--------------------------------------------- ---- - --- ---- ---- ----
Frais de distribution et de service (12b-1) 0,25% 1,00% 0,00% 0,50% 0,00%
--------------------------------------------- ---- - --- ---- ---- ----
Autres dépenses 0,23% 0,36% 0,11% 0,39% 0,24%
--------------------------------------------- ---- - --- ---- ---- ----
Total des frais d'exploitation annuels du fonds 1,06% 1,94% 0,69% 1,47% 0,82%
--------------------------------------------- ---- - --- ---- ---- ----












1 achats de classe A de 500 000 $ ou plus sans mise de fonds
la taxe de vente peut être soumise à une taxe de vente différée conditionnelle de 1%.
Voir aussi: "Taxe de vente".

1


Résumé de la Fondation

EXEMPLE
Cet exemple est destiné à vous aider à comparer le coût d'investissement dans un fonds
avec des investissements dans d'autres fonds communs de placement. L'exemple suppose que vous
investir 10 000 $ dans le fonds au cours de la période spécifiée et, sauf indication contraire
racheter toutes vos actions à la fin de ces périodes. Aussi
suppose que (a) votre investissement rapporte 5% chaque année et (b) le fonds
les charges d'exploitation annuelles totales restent inchangées. Bien que vos coûts réels puissent
être supérieur ou inférieur, selon les hypothèses suivantes, vos coûts seraient les suivants:
 




                 SI VOUS RENOUVELLEZ VOS ACTIONS, VOUS NE POUVEZ PAS EXCLURE VOS ACTIONS
-------------------------------------- ------------ --------------------------
NOMBRE D'ANNÉES QUE VOUS AVEZ DANS VOS ACTIONS
-------------------------------------------------- ----------------------------
1 3 5 10 1 3 5 10
------- ------- --------- --------- ------- ------- ---- ----- ---------
                                                        



Classe A 677 $ 893 $ 1126 $ 1795 $ 677 $ 893 $ 1126 $ 1795 $
--------- ---- ---- ------ ------ ---- ---- ------ ------
Classe C 297.609 1.047 2.264 197.609 1.047 2.264
--------- ---- ---- ------ ------ ---- ---- ------ ------
Classe K 70.221.384.859 70.221.384.859
--------- ---- ---- ------ ------ ---- ---- ------ ------
Classe R 150 465 803 1 757 150 465 803 1 757
--------- ---- ---- ------ ------ ---- ---- ------ ------
Classe Y 84.262.455 1.014 84.262.455 1.014
--------- ---- ---- ------ ------ ---- ---- ------ ------












REVÊTEMENT DE PORTEFEUILLE

Le fonds couvre les coûts de transaction tels que les commissions lors de l'achat et de la vente
titres (ou «retourner» votre portefeuille). Taux de rotation du portefeuille plus élevé
peut indiquer des coûts de transaction plus élevés et des frais plus élevés peuvent entraîner des frais plus élevés
les actions sont conservées dans un compte imposable. Ces coûts ne sont pas reflétés
les frais de fonctionnement annuels du fonds ou, dans l'exemple, affectent le fonctionnement du fonds
performance. Le chiffre d'affaires du portefeuille du Fonds au cours du dernier exercice
le taux était de 94% de la valeur moyenne de son portefeuille.



STRATÉGIES D'INVESTISSEMENT CLÉS

En règle générale, le fonds investit au moins 80% de son actif total dans des actions
titres de sociétés de taille moyenne. Les moyennes entreprises sont celles qui sont sur le marché
des valeurs qui ne dépassent pas la valeur marchande plus élevée au moment de l'investissement
capitalisation de la plus grande entreprise, Russell Midcap Value Index
(43,80 milliards de dollars au 31 décembre 2019) ou moyenne mobile sur 3 ans
capitalisation boursière de Russell Midcap Value, la plus grande entreprise
Indice (38,86 milliards de dollars au 31 décembre 2019), mesuré en 2013. À la fin
le mois dernier et est au moins la plus petite société indicielle.
L'indice Russell Midcap Value mesure la performance de la capitalisation moyenne américaine
stocks. La taille des sociétés de l'indice évolue constamment en fonction du marché
conditions et composition de l'indice.



2


les titres de participation dans lesquels le fonds investit principalement sont des actions ordinaires,
actions privilégiées et certificats de dépôt, mais le fonds peut investir dans d'autres
dans une moindre mesure, comme les fonds qui investissent
principalement des titres de participation, les participations investissant dans l'immobilier
fiducies (FPI), bons de souscription et droits. Le fonds peut investir dans le prix public initial
offres d'actions.

Le Fonds peut investir jusqu'à 25% de son actif total dans des titres non américains.
émetteurs. Le Fonds n'investira pas plus de 5% de son actif total
titres d'émetteurs des marchés émergents.

Le Fonds peut investir jusqu'à 20% de son actif net dans des FPI.

Le Fonds peut investir jusqu'à 20% de son actif total dans des titres de créance. La Fondation
peuvent investir jusqu'à 5% de leur actif net dans des titres de créance de moindre qualité
(appelés «obligations non désirées»), y compris une dette convertible d'investissement réduite
titres.

Le Fonds peut, sans y être obligé, utiliser des dérivés, tels qu'un indice boursier
contrats à terme et options. Le Fonds peut utiliser des dérivés à diverses fins,
y compris: dans le but d'empêcher des changements défavorables dans le prix du marché
titres, taux d'intérêt ou taux de change; comme substitut
achat ou vente de titres; essayez d'augmenter le rendement du fonds en:
une stratégie de non-couverture qui peut être considérée comme spéculative; gérer le portefeuille
caractéristiques; et comme méthode de gestion des flux de trésorerie. La fondation peut choisir
de ne pas utiliser de dérivés pour diverses raisons, et cela peut être toute autre raison
limité par les lois et réglementations applicables. Le Fonds peut également détenir des espèces ou d’autres espèces
investissements à court terme.

Le fonds utilise un style de gestion «value». Le conseiller cherche à déterminer
titres vendus à des prix abordables ou à des prix avantageux
leurs valeurs sous-jacentes, puis détenir ces titres à la valeur de marché
reflètent leurs valeurs intrinsèques. Le conseiller évalue les options de sécurité
valeurs, y compris l’attractivité de sa valorisation boursière basée sur
actifs de la société et perspectives de croissance des bénéfices. En faisant cette évaluation,
le consultant utilise la recherche fondamentale et l'évaluation des émetteurs
avec une analyse ascendante dans ses états financiers et ses opérations
un style qui se concentre sur des titres spécifiques plutôt que sur des secteurs.
le conseiller se concentre sur la qualité et le prix des émetteurs et des titres individuels.
En règle générale, un conseiller vend des titres en portefeuille lorsqu'il estime que
la valeur de marché du titre représente la valeur sous-jacente.


3


Résumé de la Fondation

PRINCIPAL RISQUE D'INVESTIR DANS LE FONDS
Vous pouvez perdre de l'argent en investissant dans un fonds. Comme pour tout fonds commun de placement,
rien ne garantit que le fonds atteindra son objectif.


RISQUE DE MARCHÉ. Les prix de marché des titres détenus par le Fonds peuvent augmenter soit
en baisse, parfois rapidement ou de façon imprévisible en raison des conditions générales du marché,
tels que les effets économiques, politiques ou normatifs négatifs réels ou perçus
conditions, inflation, variations des taux d’intérêt ou de change, manque de liquidité
marchés obligataires ou sentiment négatif des investisseurs. Au cours de la dernière décennie
la volatilité des marchés financiers dans le monde,
évaluations plus faibles, liquidité réduite et incertitude accrue.
Les émetteurs gouvernementaux et non gouvernementaux ont fait défaut ou ont été contraints
restructuration, leurs dettes. Ces conditions peuvent continuer, se reproduire, aggraver ou
se propager. Les événements qui ont contribué à ces conditions de marché comprennent, mais
ne se limite pas aux événements majeurs de cybersécurité; événements géopolitiques (y compris
guerres et attaques terroristes); mesures de réduction du déficit budgétaire; niveau inférieur
dette publique; l'évolution des prix du pétrole et des matières premières; changements de devises
Taux de change; et le sentiment du public. États-Unis et gouvernement non gouvernemental et central
les banques ont apporté un soutien important aux marchés financiers,
tout en maintenant des taux d'intérêt historiquement bas. Réserve fédérale américaine ou
d'autres actions des États-Unis ou non gouvernementales ou des banques centrales, y compris les intérêts
l'augmentation des tarifs ou les actions opposées de différents gouvernements pourraient avoir un impact négatif
- affecter les marchés financiers en général, augmenter la volatilité et réduire la volatilité du marché
la valeur et la liquidité des titres dans lesquels le fonds investit. Politique et
les changements législatifs aux États-Unis et dans d'autres pays affectent de
aspects de la réglementation financière, et ceux-ci et d'autres développements affectant la
des marchés tels que le retrait du Royaume-Uni de l'Union européenne (ou Brexit),
dans certains cas, la liquidité peut diminuer et augmenter
instabilité des marchés financiers. Impact de ces changements
marchés et les conséquences pratiques pour les acteurs du marché peuvent ne pas être
pleinement connu depuis un certain temps. Économie et marchés financiers dans le monde
sont de plus en plus interdépendants. Événements économiques, financiers ou politiques,
accords commerciaux et tarifaires, terrorisme, catastrophes naturelles, etc.
les circonstances d'un pays ou d'une région peuvent avoir un impact profond sur le monde
économie ou marchés. Par conséquent, le fonds y investit ou non
titres d'émetteurs situés dans des pays ou à haut risque
La valeur et la liquidité des investissements du Fonds peuvent être directement affectées
négativement affecté. Par conséquent, le fonds peut subir des pertes importantes ou totales
tout titre individuel ou position dérivée.



4


RISQUE D'ENTREPRISES DE TAILLE MOYENNE. Par rapport aux grandes entreprises, aux moyennes et aux
leur marché boursier peut être plus sensible aux changements
les bénéfices et les attentes des investisseurs, ont des gammes de produits plus
Ressources en capital, subir des fluctuations soudaines de la valeur marchande
vendre au moment et aux prix que le conseiller juge appropriés et offrir des
possibilité de gagner et de perdre.

RISQUE DE STYLE DE VALEUR. Le cours des actions est sous-estimé par le conseiller
peut ne pas apprécier comme prévu ou peut décliner. Les actions de valeur peuvent
favoriser les investisseurs et insatisfaire le marché boursier dans son ensemble.


RISQUE DE SÉLECTION DE PORTEFEUILLE. Décision du conseiller sur un titre particulier ou
l'émetteur, soit sur l'économie, soit sur un secteur, une région ou un segment de marché particulier,
ou sur la stratégie d'investissement peut se révéler erronée ou il peut être
défauts, erreurs ou limitations dans les modèles, les outils et les données utilisés par
conseiller.

AUCUN RISQUE ÉTRANGER. INVESTISSEMENTS. Investir dans des émetteurs non américains ou aux États-Unis.
les émetteurs fortement exposés aux marchés étrangers peuvent inclure des émetteurs uniques
par rapport à un investissement dans des titres d'émetteurs américains. Il y a plus de ces risques
soi-disant émetteurs des marchés émergents ou autant que le fonds
investir massivement dans une région ou un pays. Ces risques peuvent inclure:
différentes pratiques d'information financière et normes réglementaires, moins liquides
marchés commerciaux, volatilité extrême des prix, risque de change, changement économique,
conditions politiques, réglementaires et sociales, terrorisme, développement économique durable
récessions, instabilité financière, pression fiscale, investissement et rapatriement
restrictions. Le manque d'informations et une moindre réglementation du marché peuvent également être affectés
la valeur de ces titres. Les retenues à la source et autres taxes non américaines peuvent être
réduire les rendements des fonds. Pas aux États-Unis. les émetteurs peuvent être basés dans
dans un monde historiquement sujet aux catastrophes naturelles. Investissement dans
les certificats de dépôt comportent à peu près le même risque que les investisseurs directs
dans les émetteurs non américains. Les certificats de dépôt peuvent être associés à des coûts plus élevés et peuvent
négociez à escompte (ou prime) sur le titre sous-jacent. Pas mal
Les pays de l'Union européenne (UE) ont connu et peuvent continuer à le faire
expérience, difficultés économiques et financières majeures. En outre, les États-Unis
Le Royaume s'est retiré de l'UE (communément appelé Brexit). Autres pays
peut chercher à quitter l'UE et / ou à abandonner l'euro, la monnaie unique
ES. Le Royaume-Uni ou d'autres États membres devraient quitter
cela augmente la volatilité, l'illiquidité et peut conduire à une détérioration de la situation économique
la croissance dans les marchés touchés, ce qui affectera négativement les rendements du fonds
investissement.



5


Résumé de la Fondation

PLACEMENTS À RISQUE DANS LES ACTIFS IMMOBILIERS. Investir dans le réel
les titres immobiliers sont affectés par la conjoncture économique, les taux d'intérêt,
les actions du gouvernement et d'autres facteurs. De plus, le FPI est investi
comporte des risques uniques. Ils sont fortement influencés par le marché immobilier
actifs et dépend des compétences en gestion et des flux de trésorerie. Un FPI peut avoir
des volumes de négociation plus faibles, ce qui peut entraîner un prix plus raide ou plus erroné
changements que tous les marchés boursiers. Les FPI hypothécaires sont particulières
soumis au risque de taux d'intérêt et de crédit. En plus de vos frais,
le fonds couvrira indirectement sa part proportionnelle de toutes les ressources de gestion et autres
les frais payés par les FPI investis. De nombreuses sociétés immobilières,
y compris les FPI, l'effet de levier.

RISQUE D'OFFRES PUBLIQUES INITIALES. Entreprises impliquées dans les premières activités publiques
les transactions (IPO) ont généralement un historique opérationnel et des perspectives limités
la rentabilité future est incertaine. Le marché des émetteurs IPO était
instable, tandis que les cours des actions des sociétés nouvellement annoncées fluctuaient
à court terme. L'achat d'un stock IPO peut
associés à des coûts de transaction élevés.

Risque d'investir dans d'autres fonds. Investir dans d'autres sociétés d'investissement
y compris les fonds négociés en bourse (ETF), risquant le fonds
investir dans des titres ou des actifs détenus par ces fonds. Quand
lors d'un investissement dans un autre fonds, le fonds couvrira une part proportionnelle
les coûts du fonds sous-jacent, y compris les frais de gestion, en plus de ses propres
les dépenses.

RISQUE DE TITRES CONVERTIBLES. Valeur marchande des titres convertibles
ont tendance à diminuer avec la hausse des taux d'intérêt et vice versa avec la hausse des taux
les taux d'intérêt baissent. Le ralentissement des marchés boursiers peut entraîner
les titres convertibles devraient diminuer par rapport aux autres titres à revenu fixe.

RISQUE DE STOCK PRÉPARÉ. Les actions privilégiées peuvent payer des taux fixes ou réglementés
pour revenir. Les actions privilégiées sont soumises à un risque d'émetteur et de marché spécifique
généralement applicable aux titres de participation. De plus, l'entreprise est privilégiée
les actions ne versent généralement des dividendes qu'après que la société a effectué les paiements nécessaires
à ses détenteurs d'obligations et autres créanciers. Par conséquent, la valeur des actions privilégiées
réagira généralement plus fortement que les obligations et autres dettes aux
changements perçus dans la situation financière ou les perspectives d'une entreprise. Boutique
La valeur des actions privilégiées diminue généralement à mesure que les taux d'intérêt augmentent.
Les actions privilégiées de petites sociétés pourraient être plus vulnérables
changements que les actions souhaitées des grandes entreprises.


6e


RISQUE DE GARANTIE ET ​​DE DROITS. Si le prix de l'action sous-jacente ne
dépasser le prix d'exécution avant l'expiration du mandat, généralement le mandat
expire sans aucune valeur et le fonds perd tout montant qu'il a payé
mandat. Absence d'exercice du droit de souscription à l'achat d'actions ordinaires
cela réduira la participation du fonds dans la société émettrice.


RISQUE DE TITRES DE CRÉANCE. Facteurs pouvant contribuer au ralentissement du marché
la valeur des titres de créance du Fonds comprend la hausse des taux d'intérêt si
l'émetteur ou tout autre débiteur des titres du fonds ne paie pas le capital
et / ou des intérêts, sinon le défaut ou sa cote de crédit est abaissé ou est
perçus comme moins fiables que toute qualité ou valeur de crédit
les actifs sous-jacents diminuent. Une hausse générale des taux d'intérêt peut avoir un impact négatif
peut affecter le prix et la liquidité des titres à revenu fixe et peut également se produire
avec un rachat accru du fonds. Le risque d'obligations indésirables est plus élevé
par défaut ou par défaut et sont considérés comme spéculatifs.


RISQUE DE SEGMENT DE MARCHÉ. Autant que la fondation le souligne, de temps en temps
Investissant dans un segment de marché, le fonds sera soumis à une part plus importante
particulièrement risqué pour ce segment et peut faire face à un plus grand marché
fluctuation qu’un fonds sans le même objectif.

Industries du segment financier telles que les banques, les compagnies d'assurance,
les courtiers en valeurs mobilières et les fonds d'investissement immobilier (FPI) peuvent être sensibles
l'évolution des taux d'intérêt et de l'activité économique générale et
soumis à une réglementation gouvernementale extensive.


RISQUE DÉRIVÉ. Utilisation de contrats à terme et d'options sur indices boursiers et d'autres dérivés
peut augmenter les pertes de fonds et réduire les opportunités de profit aux prix du marché,
les taux d'intérêt ou les dérivés eux-mêmes ne se comportent pas correctement
fonds attendu. L'utilisation de dérivés peut augmenter la volatilité
la valeur liquidative du Fonds et peut ne pas donner le résultat escompté. Les dérivés peuvent
avoir un effet de levier sur le fonds. Certains dérivés ont un potentiel
pertes illimitées quel que soit l'investissement initial du fonds.
Les dérivés sont généralement soumis à l'actif, au taux d'intérêt,
les indices ou autres indices sur lesquels le dérivé est basé. Changements
la valeur du dérivé peut ne pas correspondre à l'actif ou à la mesure spécifié.
Le fonds peut également avoir besoin d'être vendu au mauvais moment pour atteindre le fonds
obligations. Les instruments financiers dérivés peuvent être difficiles à vendre, à vendre ou à évaluer
l'autre partie peut manquer à ses obligations envers le fonds. Des dérivés peuvent être utilisés
les conséquences fiscales du fonds sont différentes de l'investissement dans
sécurité de base, et ces différences peuvent faire une différence



7e


Résumé de la Fondation

le montant, le calendrier et la nature des revenus distribués aux actionnaires. États-Unis d'Amérique.
le gouvernement et les gouvernements étrangers acceptent et
mise en œuvre de la réglementation des marchés dérivés, y compris les réglementations obligatoires
obligations de compensation, de marge et de déclaration pour certains dérivés.
L'impact final de la réglementation n'est pas clair. Supplémentaire
les produits dérivés peuvent les rendre plus chers, limiter leur disponibilité ou leur utilité,
autrement nuire à leurs opérations ou perturber les marchés.

RISQUE DE CHANGEMENT. La valeur de votre investissement peut être plus volatile
le risque est généralement accru si le fonds emprunte ou utilise des dérivés ou d'autres
des investissements tels que les ETF avec effet de levier. Effet de levier généralement
augmente l'effet de toute augmentation ou diminution de la valeur du fonds
actifs sous-jacents et crée un risque de perte dans les
d’actifs que le fonds n’aurait autrement, et pourraient donc être perdus
de l'actif total. Ces opérations peuvent entraîner la liquidation du Fonds
positions où il peut être inutile de remplir leurs obligations
ou répondre aux exigences de séparation.

RISQUES ENVIRONNEMENTAUX DANS LE PORTEFEUILLE. Si le fonds se négocie beaucoup, il peut arriver
des coûts d'exploitation supplémentaires qui réduiraient la productivité. Niveau supérieur
La rotation du portefeuille peut également entraîner des rendements pour les actionnaires plus élevés
revenu imposable ou gains en capital.

RISQUE D'ÉVALUATION. Le prix de vente que le fonds pourrait recevoir pour un
les investissements de portefeuille peuvent différer de l'investissement évalué du fonds,
en particulier les titres non liquides et les titres de faible valeur, ou
marchés volatils ou mesurés à l'aide de techniques de juste valeur. Les investisseurs
qui achètent ou rachètent des actions du fonds les jours où le fonds a sa juste valeur
les titres peuvent recevoir moins ou plus d'actions ou un remboursement moins ou plus important
les revenus qu’ils auraient perçus si le fonds n’avait pas procédé à une évaluation équitable
titres ou autres techniques d'évaluation. Opportunités de financement
La valeur des investissements peut également être affectée par des problèmes technologiques et / ou
des erreurs dans la tarification des services ou d'autres fournisseurs de services tiers.

RISQUE DE LIQUIDITÉ. Le fonds peut détenir certains titres et dérivés
il est impossible ou difficile d'acheter, de vendre ou d'abandonner, surtout parfois
l'agitation du marché. Les titres et produits dérivés non liquides peuvent également être difficiles
valeurs. Si le fonds est contraint de vendre des actifs non liquides ou de renoncer à des dérivés
le fonds peut être disponible pour répondre aux demandes de rachat ou à d'autres besoins de trésorerie
forcé de vendre à perte.


8e


RISQUE DE REDEMPTION. Le fonds peut connaître des rachats importants, ce qui peut entraîner des
le fonds de liquider ses actifs au mauvais moment, à perte ou en baisse
des valeurs susceptibles de réduire la valeur de votre investissement.


RISQUE DE CYBERISATION. Défaillances de cybersécurité et violations de fonds
conseiller, agent des transferts, distributeur, dépositaire, agent comptable en espèces ou autre
les fournisseurs de services peuvent perturber les opérations du fonds, interférer avec les opérations du fonds
possibilité de calculer votre valeur liquidative, d'empêcher les actionnaires du fonds d'acheter,
le rachat ou l’échange d’actions ou la réception de distributions peut entraîner la perte de
accès non autorisé aux informations des actionnaires privés et entraîner une perte financière
dommages, pénalités réglementaires, pénalités, atteinte à la réputation ou dommages accessoires
les coûts de mise en conformité.


RISQUE DE CHARGES. Le coût réel de votre investissement dans le fonds peut être supérieur à
les coûts indiqués dans les «coûts de fonctionnement annuels du Fonds» pour diverses raisons.
Par exemple, le ratio des dépenses peut être supérieur à celui indiqué si le total net
la richesse diminue. L'actif net peut diminuer et le ratio du coût des fonds
augmentera davantage lorsque les marchés sont volatils.

N'oubliez pas qu'il existe de nombreux autres facteurs qui peuvent vous nuire
investissements et cela pourrait empêcher le fonds d'atteindre ses objectifs.

Un investissement dans un fonds n'est pas un dépôt bancaire et n'est pas assuré ou
garanti par la Federal Deposit Insurance Corporation ou tout autre gouvernement
Agence.


DERNIÈRES ACTIVITÉS DU FONDS
Le graphique à barres et le tableau indiquent le risque et la volatilité de l'investissement
montrant comment cette fondation fonctionnait dans le passé. Le graphique à barres montre
Changements dans les actions du fonds de catégorie A d'une année civile à
année civile. Le tableau ci-dessous montre les rendements annuels moyens pour chaque classe
temps, et compare ces rendements avec Russell
L'indice Midcap Value est une mesure de la performance globale du marché qui a
caractéristiques liées aux stratégies d’investissement du fonds. Vous pouvez l'obtenir
informations sur les performances des visites

https://us.amundipioneer.com/products/mutual-funds/performance.html ou
par téléphone au 1-800-225-6292.

La performance passée du fonds (avant et après impôt) n'est pas nécessairement
indiquer comment cela fonctionnera à l'avenir.

Le fonds s'est concentré sur les titres de moyenne capitalisation en 1999.

9e


Résumé de la Fondation

Le graphique à barres ne représente aucune taxe de vente que vous pourriez payer lors de l'achat d'un fonds
actions. Si ce montant était reflété, le rendement serait inférieur à celui indiqué.


ACTIONS DE CATÉGORIE À REMBOURSEMENT ANNUEL (%)
(Exercice terminé le 31 décembre)
(Le graphique apparaît ICI)



 

 
 




'10 '11 '12 '13 '14 '15 '15 '16 '17 '18 '19
                                                
  
  
  
  17,75 -6,04 10,83 32,94 14,74 -6,42 16,10 12,85 -19,51 28,04



 

 




 

 




 

 




 

 

Laikotarpiui, kuriam taikoma juostinė diagrama:

AUKŠČIAUSIO KALENDORIAUS GRĄŽINIMO GRĄŽINIMAS MOKĖJO 14,32 proc. (Nuo 2018-01-01 iki 2019-03-31).

MAŽIAUSIAUSIAS KALENDORIUS GRYNASIS GRĄŽINIMAS -20,46% (2011-01-07 - 2011 09 30).

10e


VIDUTINIS METINIS VISAS GRĄŽINIMAS (%)

(laikotarpiais, pasibaigusiais 2019 m. gruodžio 31 d.)

 




                                                                                NENUMATYTAS ĮTAKIMAS
                                         1 METAI 5 METAI 10 METŲ PRIĖMIMO DATA
                                       -------- --------- ------------ ----------- ----------
                                                                        



A klasė 7/25/90
------------------------------------- ----- ---- ---- - ----- -------
Grąža prieš mokesčius 20,65 3,56 8,34 9,68
------------------------------------- ----- ---- ---- ----- -------- -------
Grąža sumokėjus paskirstymo mokesčius 20,19 1,83 6,79 7,95
------------------------------------- ----- ---- ---- ----- -------- -------
Grąža sumokėjus paskirstymo mokesčius
ir akcijų pardavimas 12,29 2,55 6,53 7,82
------------------------------------- ----- ---- ---- ----- -------- -------
C klasė + 26.89 3.90 8.05 7.09 1/31/96
-------------------------------------   -----       ----    ---------     --------     -------
Class K                                 28.46        NA         NA          4.95      3/2/15
-------------------------------------   -----       ----    ---------     --------     -------
Class R                                 27.50       4.36         8.58         8.73      4/1/03
-------------------------------------   -----       ----    ---------     --------     -------
Class Y                                 28.27       5.05         9.32         7.60      7/2/98
-------------------------------------   -----       ----    ---------     --------     -------
Russell Midcap Value Index (reflects
no deduction for fees, expenses or
taxes)                                  27.06       7.62        12.41        11.62     7/25/90
-------------------------------------   -----       ----    ---------     --------     -------












+     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.


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. 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 are shown only for Class A shares. After-tax returns for
Class C, Class K, Class R and Class Y shares will vary.

                                       11


Fund summary

MANAGEMENT
 






INVESTMENT ADVISER     Amundi Pioneer Asset Management, Inc.
PORTFOLIO MANAGEMENT   Timothy P. Stanish, Vice President and EVA
                       (economic value added) Analyst of Amundi
                       Pioneer (lead portfolio manager) (portfolio
manager of the fund since 2018); et
                       Raymond Haddad, Vice President of Amundi
                       Pioneer (portfolio manager of the fund since
                        2018)












PURCHASE AND SALE OF FUND SHARES
You may purchase, exchange or sell (redeem) shares each day the New York Stock
Exchange is open through your financial intermediary or, for accounts held
directly with the fund, by contacting the fund in writing or by telephone:
Pioneer Funds, P.O. Box 219427, Kansas City, MO 64121-9427, tel.
1-800-225-6292.

Your initial investment for Class A or Class C shares must be at least $1,000.
Additional investments must be at least $100 for Class A shares and $500 for
Class C shares. Generally, the initial investment for Class K or Class Y shares
must be at least $5 million. This amount may be invested in one or more of the
Pioneer mutual funds that currently offer Class K or Class Y shares, as
applicable. There is no minimum additional investment amount for Class K or
Class Y shares. There is no minimum investment amount for Class R shares.


TAX INFORMATION
The fund intends to make distributions that may be taxed as ordinary income,
qualified dividend income, or capital gains.


PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the fund through a broker-dealer or other financial
intermediary (such as a bank), the fund and its related companies may pay the
intermediary for the sale of fund shares and related services. These payments
create a conflict of interest by influencing the broker-dealer or other
intermediary and your salesperson or investment professional to recommend the
fund over another investment. Ask your salesperson or investment professional
or visit your financial intermediary's website for more information.


                                       12


More on the fund's investment objective
and strategies


INVESTMENT OBJECTIVE
Capital appreciation by investing in a diversified portfolio of securities
consisting primarily of common stocks.

The fund's investment objective may be changed without shareholder approval.
The fund will provide at least 30 days' notice prior to implementing any change
to its investment objective.


PRINCIPAL INVESTMENT STRATEGIES

Normally, the fund invests at least 80% of its total assets in equity
securities of mid-size companies. Mid-size companies are those with market
values, at the time of investment, that do not exceed the greater of the market
capitalization of the largest company within the Russell Midcap Value Index
($43.80 billion as of December 31, 2019) or the 3-year rolling average of the
market capitalization of the largest company within the Russell Midcap Value
Index ($38.86 billion as of December 31, 2019), as measured at the end of the
preceding month, and are not less than the smallest company within the index.
The Russell Midcap Value Index measures the performance of U.S. mid-cap value
stocks. The size of the companies in the index changes constantly with market
conditions and the composition of the index. The equity securities in which the
fund principally invests are common stocks, preferred stocks and depositary
receipts, but the fund may invest in other types of equity securities to a
lesser extent, such as funds that invest primarily in equity securities, equity
interests in real estate investment trusts (REITs), warrants and rights.
fund may invest in initial public offerings of equity securities. The fund may
consider an ETF as a mid-size company for purposes of satisfying the fund's 80%
policy if the ETF invests at least 80% of its net assets in the equity
securities of mid-size companies.


The fund will provide notice to shareholders at least 60 days prior to any
change to its policy to invest at least 80% of its assets in equity securities
of mid-size companies.

The fund may invest up to 25% of its total assets in securities of non-U.S.
issuers. The fund will not invest more than 5% of its total assets in the
securities of emerging markets issuers. The fund does not count securities of
Canadian issuers against the limit on investment in securities of non-U.S.
issuers.

The fund may invest up to 20% of its net assets in REITs.

                                       13


More on the fund's investment objective
and strategies

The fund may invest up to 20% of its total assets in debt securities. The fund
may invest up to 5% of its net assets in below investment grade debt securities
(known as "junk bonds"), including below investment grade convertible debt
securities. The fund invests in debt securities when the adviser believes they
are consistent with the fund's investment objective of capital appreciation, to
diversify the fund's portfolio or for greater liquidity. The fund also may hold
cash or other short-term investments.

Amundi Pioneer Asset Management, Inc. ("Amundi Pioneer"), the fund's investment
adviser, uses a value approach to select the fund's investments. Using this
investment style, Amundi Pioneer seeks securities selling at reasonable prices
or at substantial discounts to their underlying values and then holds these
securities until the market values reflect their intrinsic values. Amundi
Pioneer evaluates a security's potential value, including the attractiveness of
its market valuation, based on the company's assets and prospects for earnings
growth. In making that assessment, Amundi Pioneer employs fundamental research
and an evaluation of the issuer based on its financial statements and
operations, employing a bottom-up analytic style which focuses on specific
securities rather than on industries. Amundi 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. Amundi Pioneer focuses on the quality and
price of individual issuers and securities, not on economic sector or
market-timing strategies. Factors Amundi Pioneer looks for in selecting
investments include:
o Favorable expected returns relative to perceived risk
o Management with demonstrated ability and commitment to the company
o Low market valuations relative to earnings forecast, book value, cash flow
  and sales
o Turnaround potential for companies that have been through difficult periods
o Estimated private market value in excess of current stock price. Private
  market value is the price an independent investor would pay to own the
  entire company
o Issuer's industry has strong fundamentals, such as increasing or sustainable
  demand and barriers to entry

Amundi Pioneer generally sells a portfolio security when it believes that the
security's market value reflects its underlying value.

The fund's investment strategies and policies may be changed from time to time
without shareholder approval, unless specifically stated otherwise in this
prospectus or in the statement of additional information.


                                       14


NON-U.S. INVESTMENTS

The fund may invest in securities of non-U.S. issuers, including securities of
emerging markets issuers. Non-U.S. issuers are issuers that are organized and
have their principal offices outside of the United States. Non-U.S. securities
may be issued by non-U.S. governments, banks or corporations, or private
issuers, and certain supranational organizations, such as the World Bank and
the European Union. The fund considers emerging market issuers to include
issuers organized under the laws of an emerging market country, issuers with a
principal office in an emerging market country, issuers that derive at least
50% of their gross revenues or profits from goods or services produced in
emerging market countries or sales made in emerging market countries, or
issuers that have at least 50% of their assets in emerging market countries and
emerging market governmental issuers. Emerging markets generally will include,
but not be limited to, countries included in the Morgan Stanley Capital
International (MSCI) Emerging + Frontier Markets Index.



INVESTMENTS IN REITS
REITs are companies that invest primarily in income producing real estate or
real estate related loans or interests. Some REITs invest directly in real
estate and derive their income from the collection of rents and capital gains
on the sale of properties. Other REITs invest primarily in mortgages, including
"sub-prime" mortgages, secured by real estate and derive their income from
collection of interest.


DEBT SECURITIES
The fund may invest in debt securities. Generally the fund may acquire debt
securities that are investment grade, but the fund may invest in below
investment grade debt securities (known as "junk bonds") including below
investment grade convertible debt securities. A debt security is investment
grade if it is rated in one of the top four categories by a nationally
recognized statistical rating organization or determined to be of equivalent
credit quality by the adviser.


DERIVATIVES
The fund may, but is not required to, use futures and options on securities,
indices and currencies, forward foreign currency exchange contracts, swaps and
other derivatives. A derivative is a security or instrument whose value is
determined by reference to the value or the change in value of one or more
securities, currencies, indices or other financial instruments. The fund may
use derivatives for a variety of purposes, including:


                                       15


More on the fund's investment objective
and strategies

o In an attempt to hedge against adverse changes in the market prices of
  securities, interest rates or currency exchange rates
o As a substitute for purchasing or selling securities
o To attempt to increase the fund's return as a non-hedging strategy that may
  be considered speculative
o To manage portfolio characteristics (for example, the fund's exposure to
  various market segments)
o As a cash flow management technique

The fund may choose not to make use of derivatives for a variety of reasons,
and any use may be limited by applicable law and regulations.


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. The fund may adopt a defensive strategy when the adviser believes
securities in which the fund normally invests have special or unusual risks or
are less attractive due to adverse market, economic, political or other
conditions. During such periods, it may be more difficult for the fund to
achieve its investment objective.


ADDITIONAL INVESTMENT STRATEGIES
In addition to the principal investment strategies discussed above, the fund
may also use other techniques, including the following non-principal investment
strategies.


REVERSE REPURCHASE AGREEMENTS AND BORROWING
The fund may enter into reverse repurchase agreements pursuant to which the
fund transfers securities to a counterparty in return for cash, and the fund
agrees to repurchase the securities at a later date and for a higher price.
Reverse repurchase agreements are treated as borrowings by the fund, are a form
of leverage and may make the value of an investment in the fund more volatile
and increase the risks of investing in the fund. The fund also may borrow money
from banks or other lenders for temporary purposes. The fund may borrow up to
33 1/3% of its total assets. Entering


16e


into reverse repurchase agreements and other borrowing transactions may cause
the fund to liquidate positions when it may not be advantageous to do so in
order to satisfy its obligations or meet segregation requirements.


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.


                                       17


More on the risks of investing in the fund

PRINCIPAL INVESTMENT RISKS
You could lose money on your investment in the fund. As with any mutual fund,
there is no guarantee that the fund will achieve its objective.


MARKET RISK. The market prices of securities held by the fund may go up or
down, sometimes rapidly or unpredictably, due to general market conditions,
such as real or perceived adverse economic, political, or regulatory
conditions, inflation, changes in interest or currency rates, lack of liquidity
in the bond markets or adverse investor sentiment. Changes in market conditions
may not have the same impact on all types of securities. The value of
securities may also fall due to specific conditions that affect a particular
sector of the securities market or a particular issuer. The stock market may
perform poorly relative to other investments (this risk may be greater in the
short term). In the past decade, financial markets throughout the world have
experienced increased volatility, depressed valuations, decreased liquidity and
heightened uncertainty. Governmental and non-governmental issuers have
defaulted on, or been forced to restructure, their debts. These conditions may
continue, recur, worsen or spread. Events that have contributed to these market
conditions include, but are not limited to, major cybersecurity events;
geopolitical events (including wars and terror attacks); measures to address
budget deficits; downgrading of sovereign debt; changes in oil and commodity
prices; dramatic changes in currency exchange rates; and public sentiment. U.S.
and non-U.S. governments and central banks have provided significant support to
financial markets, including by keeping interest rates at historically low
levels. U.S. Federal Reserve or other U.S. or non-U.S. governmental or central
bank actions, including interest rate increases or contrary actions by
different governments, could negatively affect financial markets generally,
increase market volatility and reduce the value and liquidity of securities in
which the fund invests. Policy and legislative changes in the U.S. and in other
countries are affecting many aspects of financial regulation, and these and
other events affecting global markets, such as the United Kingdom's exit from
the European Union (or Brexit), may in some instances contribute to decreased
liquidity and increased volatility in the financial markets. The impact of
these changes on the markets, and the practical implications for market
participants, may not be fully known for some time. Economies and financial
markets throughout the world are increasingly interconnected. Economic,
financial or political events, trading and tariff arrangements, terrorism,
natural disasters and other circumstances in one country or region could have
profound impacts on global economies or markets. As a result, whether or not
the fund invests in securities of issuers



                                       18


located in or with significant exposure to the countries directly affected, the
value and liquidity of the fund's investments may be negatively affected.
fund may experience a substantial or complete loss on any individual security
or derivative position.

MID-SIZE COMPANIES RISK. Compared to large companies, mid-size companies, and
the market for their equity securities, may be more sensitive to changes in
earnings results and investor expectations, have more limited product lines and
capital resources, experience sharper swings in market values, be harder to
sell at the times and prices the adviser thinks appropriate, and offer greater
potential for gain and loss.

VALUE STYLE RISK. The prices of securities the adviser believes are undervalued
may not appreciate as expected or may go down. Value stocks may fall out of
favor with investors and underperform the overall equity market.


PORTFOLIO SELECTION RISK. The adviser's judgment about a particular security or
issuer, or about the economy or a particular sector, region or market segment,
or about an investment strategy, may prove to be incorrect, or there may be
imperfections, errors or limitations in the models, tools and information used
by the adviser.


RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the fund
invests significantly in one region or country. These risks may include:
o Less information about non-U.S. issuers or markets may be available due to
  less rigorous disclosure or accounting standards or regulatory practices
o Many non-U.S. markets are smaller, less liquid and more volatile. In a
  changing market, the adviser may not be able to sell the fund's securities
  at times, in amounts and at prices it considers reasonable
o Adverse effect of currency exchange rates or controls on the value of the
  fund's investments, or its ability to convert non-U.S. currencies to U.S.
  dollars
o The economies of non-U.S. countries may grow at slower rates than expected or
  may experience a downturn or recession
o Economic, political, regulatory and social developments may adversely affect
  the securities markets
o It may be difficult for the fund to pursue claims or enforce judgments
  against a foreign bank, depository or issuer of a security, or any of their
  agents, in the courts of a foreign country


                                       19


More on the risks of investing in the fund

o Withholding and other non-U.S. taxes may decrease the fund's return.
  value of the fund's foreign investments also may be affected by U.S. tax
  considerations and restrictions in receiving investment proceeds from a
  foreign country
o Some markets in which the fund may invest are located in parts of the world
  that have historically been prone to natural disasters that could result in
  a significant adverse impact on the economies of those countries and
  investments made in those countries
o It is often more expensive for the fund to buy, sell and hold securities in
  certain foreign markets than in the United States
o A governmental entity may delay, or refuse or be unable to pay, interest or
  principal on its sovereign debt due to cash flow problems, insufficient
  foreign currency reserves, political considerations, the relative size of
  the governmental entity's debt position in relation to the economy or the
  failure to put in place economic reforms
o Investing in depositary receipts is subject to many of the same risks as
  investing directly in non-U.S. issuers. Depositary receipts may involve
  higher expenses and may trade at a discount (or premium) to the underlying
  security. In addition, depositary receipts may not pass through voting and
  other shareholder rights, and may be less liquid than the underlying
  securities listed on an exchange

o A number of countries in the European Union (EU) have experienced, and may
  continue to experience, severe economic and financial difficulties.
Additional EU member countries may also fall subject to such difficulties. Un
  number of countries in Europe have suffered terror attacks, and additional
  attacks may occur in the future. In addition, the United Kingdom has
  withdrawn from the EU (commonly known as "Brexit"). Other countries may seek
  to withdraw from the EU and/or abandon the euro, the common currency of the
  EU. These events could negatively affect the value and liquidity of the
  fund's investments, particularly in euro-denominated securities and
  derivative contracts, securities of issuers located in the EU or with
  significant exposure to EU issuers or countries


o If one or more stockholders of a supranational entity such as the World Bank
  fail to make necessary additional capital contributions, the entity may be
  unable to pay interest or repay principal on its debt securities


o Sanctions or other government actions against a foreign nation could
  negatively impact the fund's investments in securities that have exposure to
  that nation



                                       20


RISKS OF INVESTMENTS IN REAL ESTATE RELATED SECURITIES. The fund has risks
associated with the real estate industry. Although the fund does not invest
directly in real estate, it may invest in REITs and other equity securities of
real estate industry issuers. These risks may include:
o The U.S. or a local real estate market declines due to adverse economic
  conditions, foreclosures, overbuilding and high vacancy rates, reduced or
  regulated rents or other causes
o Interest rates go up. Rising interest rates can adversely affect the
  availability and cost of financing for property acquisitions and other
  purposes and reduce the value of a REIT's fixed income investments
o The values of properties owned by a REIT or the prospects of other real
  estate industry issuers may be hurt by property tax increases, zoning
  changes, other governmental actions, environmental liabilities, natural
  disasters or increased operating expenses
o A REIT in the fund's portfolio is, or is perceived by the market to be,
  poorly managed
o If the fund's real estate related investments are concentrated in one
  geographic area or property type, the fund will be particularly subject to
  the risks associated with that area or property type

REITs can generally be classified as equity REITs, mortgage REITs or hybrid
REITs. Equity REITs invest primarily in real property and derive income mainly
from the collection of rents. They may also realize gains or losses from the
sale of properties. Equity REITs will be affected by conditions in the real
estate rental market and by changes in the value of the properties they own.
Mortgage REITs invest primarily in mortgages and similar real estate interests
and derive income primarily from interest payments. Mortgage REITs will be
affected by changes in creditworthiness of borrowers and changes in interest
rates. Mortgage REITs are subject to the risks of default of the mortgages or
mortgage-related securities in which they invest, and REITs that invest in
so-called "sub-prime" mortgages are particularly subject to this risk. Hybrid
REITs invest both in real property and in mortgages.

Investing in REITs involves certain unique risks. REITs are dependent on
management skills, are not diversified and are subject to the risks of
financing projects. REITs are typically invested in a limited number of
projects or in a particular market segment or geographic region, and therefore
are more susceptible to adverse developments affecting a single project, market
segment or geographic region than more broadly diversified investments. REITs
are subject to heavy cash flow dependency, defaults by mortgagors or other
borrowers and tenants, self-liquidation and the possibility of failing


                                       21


More on the risks of investing in the fund

to qualify for certain tax and regulatory exemptions. REITs may have limited
financial resources and may experience sharper swings in market values and
trade less frequently and in a more limited volume than securities of larger
issuers. In addition to its own expenses, the fund will indirectly bear its
proportionate share of any management and other expenses paid by REITs in which
it invests. Such expenses are not shown in "Annual fund operating expenses"
above.

Many real estate companies, including REITs, utilize leverage (and some may be
highly leveraged), which increases investment risk and could adversely affect a
real estate company's operations and market value. Mortgage REITs tend to be
more leveraged than equity REITs. In addition, many mortgage REITs manage their
interest rate and credit risks through the use of derivatives and other hedging
techniques. In addition, capital to pay or refinance a REIT's debt may not be
available or reasonably priced. Financial covenants related to real estate
company leveraging may affect the company's ability to operate effectively.

RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects for
future profitability are uncertain. Information about the companies may be
available for very limited periods. The market for IPO issuers has been
volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public
companies may decline shortly after the IPO. There is no assurance that the
fund will have access to IPOs. The purchase of IPO shares may involve high
transaction costs. Because of the price volatility of IPO shares, the fund may
choose to hold IPO shares for a very short period of time. This may increase
the turnover of the portfolio and may lead to increased expenses to the fund,
such as commissions and transaction costs. The market for IPO shares can be
speculative and/or inactive for extended periods of time. There may be only a
limited number of shares available for trading. The limited number of shares
available for trading in some IPOs may also make it more difficult for the fund
to buy or sell significant amounts of shares without an unfavorable impact on
prevailing prices.

RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the fund to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the fund will bear a pro rata portion of the
underlying


                                       22


fund's expenses, including management fees, in addition to its own expenses.
ETFs are bought and sold based on market prices and can trade at a premium or a
discount to the ETF's net asset value.

RISKS OF CONVERTIBLE SECURITIES. Convertible securities generally offer lower
interest or dividend yields than non-convertible securities of similar quality.
As with all fixed income securities, the market values of convertible
securities tend to decline as interest rates increase and, conversely, to
increase as interest rates decline. However, when the market price of the
common stock underlying a convertible security approaches or exceeds the
conversion price, the convertible security tends to reflect the market price of
the underlying common stock. As the market price of the underlying common stock
declines, the convertible security tends to trade increasingly on a yield basis
and thus may not decline in price to the same extent as the underlying common
stock. Convertible securities rank senior to common stocks in an issuer's
capital structure and consequently entail less risk than the issuer's common
stock. The value of a synthetic convertible security will respond differently
to market fluctuations than a traditional convertible security because a
synthetic convertible security is composed of two or more separate securities
or instruments, each with its own market value. If the value of the underlying
common stock or the level of the index involved in the convertible component
falls below the exercise price of the warrant or option, the warrant or option
may lose all value.

PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.

RISKS OF WARRANTS AND RIGHTS. Warrants and rights give the fund the right to
buy stock. A warrant specifies the amount of underlying stock, the purchase (or
"exercise") price, and the date the warrant expires. The fund has no obligation
to exercise the warrant and buy the stock. A warrant has value only if the fund
is able to exercise it or sell it before it expires. If the price of the
underlying stock does not rise above the exercise price before the


                                       23


More on the risks of investing in the fund

warrant expires, the warrant generally expires without any value and the fund
loses any amount it paid for the warrant. Thus, investments in warrants may
involve substantially more risk than investments in common stock. Warrants may
trade in the same markets as their underlying stock; however, the price of the
warrant does not necessarily move with the price of the underlying stock.

The fund may purchase securities pursuant to the exercise of subscription
rights, which allow an issuer's existing shareholders to purchase additional
common stock at a price substantially below the market price of the shares.
failure to exercise subscription rights to purchase common stock would result
in the dilution of the fund's interest in the issuing company. The market for
such rights is not well developed and, accordingly, the fund may not always
realize full value on the sale of rights.


DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the fund include rising interest rates, if the
issuer or other obligor of a security held by the fund fails to pay principal
and/or interest, otherwise defaults or has its credit rating downgraded or is
perceived to be less creditworthy or the credit quality or value of any
underlying assets declines. A general rise in interest rates could adversely
affect the price and liquidity of fixed income securities and could also result
in increased redemptions from the fund. Junk bonds 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; they may also be more difficult to value. Junk bonds have a higher
risk of default or are already in default and are considered speculative.


MARKET SEGMENT RISK. 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 that segment, and may experience greater market
fluctuation, than a fund without the same focus.

Industries in the financial segment, such as banks, insurance companies,
broker-dealers and real estate investment trusts (REITs), may be sensitive to
changes in interest rates and general economic activity and are generally
subject to extensive government regulation.

Industries in the industrials segment, such as companies engaged in the
production, distribution or service of products or equipment for manufacturing,
agriculture, forestry, mining and construction, can be significantly affected
by general economic trends, including such factors as employment and


                                       24


economic growth, interest rate changes, changes in consumer spending,
legislative and governmental regulation and spending, import controls,
commodity prices, and worldwide competition.

Industries in the consumer discretionary segment, such as consumer durables,
hotels, restaurants, media, retailing and automobiles, may be significantly
affected by the performance of the overall economy, interest rates,
competition, consumer confidence and spending, and changes in demographics and
consumer tastes.


DERIVATIVES RISK. Using stock index futures and options and other derivatives
exposes the fund to special risks and costs and may result in losses to the
fund, even when used for hedging purposes. Using derivatives can increase
losses and reduce opportunities for gain when market prices, interest rates or
currencies, or the derivative instruments themselves, behave in a way not
anticipated by the fund, especially in abnormal market conditions. En utilisant
derivatives can have a leveraging effect (which may increase investment losses)
and increase the fund's volatility, which is the degree to which the fund's
share price may fluctuate within a short time period. Certain derivatives have
the potential for unlimited loss, regardless of the size of the fund's initial
investment. Derivatives are generally subject to the risks applicable to the
assets, rates, indices or other indicators underlying the derivative. 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
assets, rate or index, the fund may not fully benefit from, or could lose money
on, or could experience unusually high expenses as a result of, the derivative
position. The other parties to certain derivative transactions present the same
types of credit risk as issuers of fixed income securities. Derivatives also
tend to involve greater liquidity risk and they may be difficult to value.
fund may be unable to terminate or sell its derivative positions. In fact, many
over-the-counter derivatives will not have liquidity beyond the counterparty to
the instrument. Use of derivatives or similar instruments may have different
tax consequences for the fund than an investment in the underlying security,
and those differences may affect the amount, timing and character of income
distributed to shareholders. The fund's use of derivatives may also increase
the amount of taxes payable by shareholders. Risks associated with the use of
derivatives are magnified to the extent that an increased portion of the fund's
assets are committed to derivatives in general or are invested in just one or a
few types of derivatives.



                                       25


More on the risks of investing in the fund

The U.S. government and foreign governments are in the process of adopting and
implementing regulations governing derivative markets, including mandatory
clearing of certain derivatives, margin and reporting requirements.
ultimate impact of the regulations remains unclear. Additional regulation of
derivatives may make derivatives more costly, limit their availability or
utility, otherwise adversely affect their performance or disrupt markets.
fund may be exposed to additional risks as a result of the additional
regulations. The extent and impact of the regulations are not yet fully known
and may not be for some time.

The fund will be required to maintain its positions with a clearing
organization through one or more clearing brokers. The clearing organization
will require the fund to post margin and the broker may require the fund to
post additional margin to secure the fund's obligations. The amount of margin
required may change from time to time. In addition, cleared transactions may be
more expensive to maintain than over-the-counter transactions and may require
the fund to deposit larger amounts of margin. The fund may not be able to
recover margin amounts if the broker has financial difficulties. Also, the
broker may require the fund to terminate a derivatives position under certain
circumstances. This may cause the fund to lose money. The fund's ability to use
certain derivative instruments currently is limited by Commodity Futures
Trading Commission rules.

LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the fund borrows or uses derivatives or other
investments, such as ETFs, that have embedded leverage. Leverage generally
magnifies the effect of any increase or decrease in the value of the fund's
underlying assets and creates a risk of loss of value on a larger pool of
assets than the fund would otherwise have, potentially resulting in the loss of
all assets. Engaging in such transactions may cause the fund to liquidate
positions when it may not be advantageous to do so to satisfy its obligations
or meet segregation requirements.

PORTFOLIO TURNOVER RISK. If the fund does a lot of trading, it may incur
additional operating expenses, which would reduce performance. A higher level
of portfolio turnover may also cause shareholders to incur a higher level of
taxable income or capital gains.

VALUATION RISK. Many factors may influence the price at which the fund could
sell any particular portfolio investment. The sales price may well differ -
higher or lower - from the fund's valuation of the investment, and such
differences could be significant, particularly for illiquid securities and


                                       26


securities that trade in thin markets and/or markets that experience extreme
volatility. The fund may value investments using fair value methodologies.
Investors who purchase or redeem fund shares on days when the fund is holding
fair-valued securities may receive fewer or more shares, or lower or higher
redemption proceeds, than they would have received if the fund had not
fair-valued the securities or had used a different valuation methodology.
value of foreign securities, certain fixed income securities and currencies, as
applicable, may be materially affected by events after the close of the market
on which they are valued, but before the fund determines its net asset value.
The fund's ability to value its investments may also be impacted by
technological issues and/or errors by pricing services or other third party
service providers.

LIQUIDITY RISK. Liquidity risk is the risk that particular investments, or
investments generally, may be impossible or difficult to purchase or sell.
Although most of the fund's securities and other investments must be liquid at
the time of investment, securities and other investments may become illiquid
after purchase by the fund, particularly during periods of market turmoil.
Liquidity and value of investments can deteriorate rapidly. When the fund holds
illiquid investments, its portfolio may be harder to value, especially in
changing markets. If the fund is forced to sell or unwind these investments to
meet redemptions or for other cash needs, the fund may suffer a loss. The fund
may experience heavy redemptions that could cause the fund to liquidate its
assets at inopportune times or at a loss or depressed value, which could cause
the value of your investment to decline. In addition, when there is illiquidity
in the market for certain securities and other investments, the fund, due to
limitations on investments in illiquid securities, may be unable to achieve its
desired level of exposure to a certain sector.

REDEMPTION RISK. The fund may experience periods of heavy redemptions that
could cause the fund to liquidate its assets at inopportune times or at a loss
or depressed value, particularly during periods of declining or illiquid
markets. Redemption risk is greater to the extent that the fund has investors
with large shareholdings, short investment horizons, or unpredictable cash flow
needs. In addition, redemption risk is heightened during periods of overall
market turmoil. The redemption by one or more large shareholders of their
holdings in the fund could hurt performance and/or cause the remaining
shareholders in the fund to lose money. If one decision maker has control of
fund shares owned by separate fund shareholders, including clients or
affiliates of the fund's adviser, redemptions by these shareholders


27


More on the risks of investing in the fund

may further increase the fund's redemption risk. If the fund is forced to
liquidate its assets under unfavorable conditions or at inopportune times, the
value of your investment could decline.


CYBERSECURITY RISK. Cybersecurity failures by and breaches of the fund's
adviser, transfer agent, distributor, custodian, fund accounting agent or other
service providers may disrupt fund operations, interfere with the fund's
ability to calculate its NAV, prevent fund shareholders from purchasing,
redeeming or exchanging shares or receiving distributions, cause loss of or
unauthorized access to private shareholder information, and result in financial
losses, regulatory fines, penalties, reputational damage, or additional
compliance costs. Substantial costs may be incurred in order to prevent any
cyber incidents in the future. The fund and its shareholders could be
negatively impacted as a result.


CASH MANAGEMENT RISK. The value of the investments held by the fund for cash
management or temporary defensive purposes may be affected by market risks,
changing interest rates and by changes in credit ratings of the investments. À qui
the extent that the fund has any uninvested cash, the fund would be subject to
credit risk with respect to the depository institution holding the cash. If the
fund holds cash uninvested, the fund will not earn income on the cash and the
fund's yield will go down. During such periods, it may be more difficult for
the fund to achieve its investment objective.

EXPENSE RISK. Your actual costs of investing in the fund may be higher than the
expenses shown in "Annual fund operating expenses" for a variety of reasons.
For example, expense ratios may be higher than those shown if overall net
assets decrease. Net assets are more likely to decrease and fund expense ratios
are more likely to increase when markets are volatile.

To learn more about the fund's investments and risks, you should obtain and
read the statement of additional information. Please note that there are many
other factors that could adversely affect your investment and that could
prevent the fund from achieving its goals.


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


                                       28


La gestion

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


Amundi Pioneer is an indirect, wholly owned subsidiary of Amundi and Amundi's
wholly owned subsidiary, Amundi USA, Inc. Amundi, one of the world's largest
asset managers, is headquartered in Paris, France. As of December 31, 2019,
Amundi had more than $1.85 trillion in assets under management worldwide. As of
December 31, 2019, Amundi Pioneer (and its U.S. affiliates) had over $91
billion in assets under management.


Amundi 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.

Amundi Pioneer has received an order from the Securities and Exchange
Commission that permits Amundi Pioneer, subject to the approval of the fund's
Board of Trustees, to hire and terminate a subadviser that is not affiliated
with Amundi Pioneer (an "unaffiliated subadviser") or to materially modify an
existing subadvisory contract with an unaffiliated subadviser for the fund
without shareholder approval. Amundi Pioneer retains the ultimate
responsibility to oversee and recommend the hiring, termination and replacement
of any unaffiliated subadviser.


PORTFOLIO MANAGEMENT

Day-to-day management of the fund is the responsibility of Timothy P. Stanish,
Vice President and EVA (economic value added) Analyst of Amundi Pioneer (lead
portfolio manager) (portfolio manager of the fund since 2018); and Raymond
Haddad, Vice President of Amundi Pioneer (portfolio manager of the fund since
2018). The domestic equity team supports Mr. Stanish and Mr. Haddad. Members of
this team manage other Pioneer funds investing primarily in U.S. equity
securities. The portfolio managers and the team also may draw upon the research
and investment management expertise of the global research teams, which provide
fundamental and quantitative research on companies and include members from one
or more of Amundi Pioneer's affiliates. Mr. Stanish joined Amundi Pioneer in
2018. Prior to joining Amundi Pioneer, he was at EVA Dimensions LLC, where he
served as Managing Director and Global Head of Fundamental Research from 2015



                                       29


La gestion


to 2018 and as a Senior Equity Analyst from 2012 to 2015. Mr. Haddad joined
Amundi Pioneer in 2014. Prior to joining Amundi Pioneer, he was a General
Partner at Cedrus Capital Management from 2011 to 2014.


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


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

Amundi Pioneer's fee varies based on:
o The fund's assets. Amundi Pioneer earns an annual basic fee equal to 0.70% of
  the fund's average daily net assets up to $500 million, 0.65% on the next
  $500 million, 0.625% on the next $3 billion, and 0.60% on the excess over $4
  billion.
o The fund's performance. The investment performance of the fund is compared to
  the Russell Midcap Value Index. The basic fee can increase or decrease by a
  maximum of 0.10%, depending on the performance of the fund's Class A shares
  relative to the index. The performance comparison is made for a rolling
  36-month period.

Amundi Pioneer's fee increases or decreases depending upon whether the fund's
performance is up and down more or less than that of the index during the
rolling 36-month performance period. Each percentage point of difference
between the performance of Class A shares and the index (to a maximum of +/-10
percentage points) is multiplied by a performance rate adjustment of 0.01%. Comment
a result, the maximum annualized rate adjustment is +/- 0.10% for the rolling
36-month performance period. In addition, Amundi Pioneer contractually limits
any positive adjustment of the fund's management fee to 0.10% of the fund's
average daily net assets on an annual basis (i.e., to a maximum annual fee of
0.80% after the performance adjustment).

This performance comparison is made at the end of each month. An appropriate
percentage of this rate (based on the number of days in the current month) is
then applied to the fund's average net assets for the entire performance
period, giving a dollar amount that will be added to (or subtracted from) the
basic fee.


                                       30


Because the adjustment to the basic fee is based on the comparative performance
of the fund and the performance record of the index, the controlling factor is
not whether fund performance is up or down, but whether it is up or down more
or less than the performance record of the index, regardless of general market
performance. As a result, Amundi Pioneer could earn the maximum possible fee
even if the fund's net asset value declines. Moreover, the comparative
investment performance of the fund is based solely on the relevant performance
period without regard to the cumulative performance over a longer or shorter
period of time.


For the fiscal year ended October 31, 2019, the fund paid management fees
(excluding waivers and/or assumption of expenses) equivalent to 0.58% 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 period ended October 31, 2019.



DISTRIBUTOR

Amundi Pioneer Distributor, Inc. is the fund's distributor. The fund
compensates the distributor for its services. The distributor is an affiliate
of Amundi Pioneer.



                                       31


Pricing of 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 as of the scheduled close of regular trading (normally 4:00
p.m. Eastern time). If the New York Stock Exchange closes at another time, the
fund will calculate a net asset value for each class of shares as of the
scheduled closing time. On days when the New York Stock Exchange is closed for
trading, including certain holidays listed in the statement of additional
information, a net asset value is not calculated. The fund's most recent net
asset value is available on the fund's website, us.amundipioneer.com.

The fund generally values its equity securities and certain derivative
instruments that are traded on an exchange using the last sale price on the
principal exchange on which they are traded. Equity securities that are not
traded on the date of valuation, or securities for which no last sale prices
are available, are valued at the mean between the last bid and asked prices or,
if both last bid and asked prices are not available, at the last quoted bid
price. Last sale, bid and asked prices are provided by independent third party
pricing services. In the case of equity securities not traded on an exchange,
prices are typically determined by independent third party pricing services
using a variety of techniques and methods. The fund may use a fair value model
developed by an independent pricing service to value non-U.S. equity
securities.

The fund generally values debt securities and certain derivative instruments by
using the prices supplied by independent third party pricing services. Un
pricing service may use market prices or quotations from one or more brokers or
other sources, or may use a pricing matrix or other fair value methods or
techniques to provide an estimated value of the security or instrument. Un
pricing matrix is a means of valuing a debt security on the basis of current
market prices for other debt securities, historical trading patterns in the
market for fixed income securities and/or other factors. Non-U.S. debt
securities that are listed on an exchange will be valued at the bid price
obtained from an independent third party pricing service.


32



To the extent that the fund invests in shares of other funds that are not
traded on an exchange, such shares of other funds are valued at their net asset
values as provided by those funds. The prospectuses for those funds explain the
circumstances under which those funds will use fair value pricing methods and
the effects of using fair value pricing methods.


The valuations of securities traded in non-U.S. markets and certain fixed
income securities will generally be determined as of the earlier closing time
of the markets on which they primarily trade. When the fund holds securities or
other assets that are denominated in a foreign currency, the fund will normally
use the currency exchange rates as of 3:00 p.m. (Eastern time). Non-U.S.
markets are open for trading on weekends and other days when the fund does not
price its shares. Therefore, the value of the fund's shares may change on days
when you will not be able to purchase or redeem fund shares.

When independent third party pricing services are unable to supply prices for
an investment, or when prices or market quotations are considered by Amundi
Pioneer to be unreliable, the value of that security may be determined using
quotations from one or more broker-dealers. When such prices or quotations are
not available, or when they are considered by Amundi Pioneer to be unreliable,
the fund uses fair value methods to value its securities pursuant to procedures
adopted by the Board of Trustees. The fund also may use fair value methods if
it is determined that a significant event has occurred between the time at
which a price is determined and the time at which the fund's net asset value is
calculated. Because the fund may invest in securities rated below investment
grade - some of which may be thinly traded and for which prices may not be
readily available or may be unreliable - the fund may use fair value methods
more frequently than funds that primarily invest in securities that are more
widely traded. 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.

The prices used by the fund to value its securities may differ from the amounts
that would be realized if these securities were sold and these differences may
be significant, particularly for securities that trade in relatively thin
markets and/or markets that experience extreme volatility.


                                       33


Choosing a class of shares

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

Factors you should consider include:
o The eligibility requirements that apply to purchases of a particular share
  class
o The expenses paid by each class
o The initial sales charges and contingent deferred sales charges (CDSCs), if
  any, applicable to each class
o Whether you qualify for any reduction or waiver of sales charges
o How long you expect to own the shares
o Any services you may receive from a financial intermediary

When choosing between Class A or Class C shares, you should be aware that,
generally speaking, the longer your investment horizon, the more likely it will
be that Class C shares will not be as advantageous as Class A shares.
annual distribution and service fees on Class C shares may cost you more over
the longer term than the initial sales charge and distribution and service fees
you would have paid for purchases of Class A shares.

If you are eligible to purchase Class K or Class Y shares, you should be aware
that Class K and Class Y shares are not subject to an initial sales charge,
CDSC or distribution and service fees and generally have lower annual expenses
than Class A or Class C shares. However, if you invest in Class K shares or
Class Y shares through an investment professional or financial intermediary,
that investment professional or financial intermediary may charge you a
commission in an amount determined and separately disclosed to you by that
investment professional or financial intermediary.

Class R shares generally are available only through certain tax-deferred
retirement plans and related accounts, and are not subject to an initial sales
charge but are subject to distribution and service fees.

Your investment professional can help you determine which class meets your
goals. Your investment professional or financial intermediary may receive
different compensation depending upon which class you choose, and may impose
its own investment fees and practices for purchasing and selling fund shares,
which are not described in this prospectus or in the statement of additional
information. Consult your investment professional or financial intermediary
about the availability of fund shares, the investment professional or financial
intermediary's practices, and other information.


                                       34


Please note that the fund does not charge any initial sales charge, CDSC or
other asset-based fee for sales or distribution of Class K shares or Class Y
shares. However, if you invest in Class K shares or Class Y shares through an
investment professional or financial intermediary, that investment professional
or financial intermediary may charge you a commission in an amount determined
and separately disclosed to you by that investment professional or financial
intermediary.

Because the fund is not party to any commission arrangement between you and
your investment professional or financial intermediary, any purchases and
redemptions of Class K shares or Class Y shares will be made by the fund at the
applicable net asset value (before imposition of the sales commission). Tout
commissions charged by an investment professional or financial intermediary are
not reflected in the fees and expenses listed in the fee table or expense
example in this prospectus nor are they reflected in the performance in the bar
chart and table in this prospectus because these commissions are not charged by
the fund.

For information on the fund's expenses, please see "Fund Summary."

The availability of certain sales charge waivers and discounts may depend on
whether you purchase and sell your shares directly from the fund or through a
financial intermediary. Specific intermediaries may have different policies and
procedures regarding the availability of front-end sales charge waivers or
contingent deferred (back-end) sales charge (CDSC) waivers, which are discussed
under "Intermediary defined sales charge waiver policies." In all instances, it
is your responsibility to notify the fund or your financial intermediary at the
time of purchase of any relationship or other facts qualifying you for sales
charge waivers or discounts. For waivers and discounts not available through a
particular intermediary, you will have to purchase fund shares directly from
the fund or through another intermediary to receive these waivers or discounts.
Please see the "Intermediary defined sales charge waiver policies" section to
determine any sales charge discounts and waivers that may be available to you
through your financial intermediary.


CLASS A SHARES
o You pay a sales charge of up to 5.75% of the offering price, which is reduced
  or waived for large purchases and certain types of investors. At the time of
  your purchase, your investment firm may receive a commission from the
  distributor of up to 5%, declining as the size of your investment increases.


                                       35


Choosing a class of shares

o There is no contingent deferred sales charge, except in certain circumstances
  when no initial sales charge is charged.
o Distribution and service fees of 0.25% of average daily net assets.


CLASS C SHARES
o A 1% contingent deferred sales charge is assessed if you sell your shares
  within one year of purchase. Your investment firm may receive a commission
  from the distributor at the time of your purchase of up to 1%.
o Distribution and service fees of 1.00% of average daily net assets.
o Maximum purchase amount (per transaction) of $499,999.
o Effective September 1, 2018, Class C shares automatically convert to Class A
  shares after 10 years.


CLASS K SHARES
o No initial or contingent deferred sales charge. However, if you invest in
  Class K shares through an investment professional or financial intermediary,
  that investment professional or financial intermediary may charge you a
  commission in an amount determined and separately disclosed to you by that
  investment professional or financial intermediary.
o Initial investments by discretionary accounts and direct investors are
  subject to a $5 million investment minimum, which may be waived in some
  circumstances.
o There is no investment minimum for other eligible investors.


CLASS R SHARES
o No initial or contingent deferred sales charge.
o Distribution fees of 0.50% of average daily net assets. Separate service plan
  provides for payment to financial intermediaries of up to 0.25% of average
  daily net assets.
o Generally, available only through certain tax-deferred retirement plans and
  related accounts.


CLASS Y SHARES
o No initial or contingent deferred sales charge. However, if you invest in
  Class Y shares through an investment professional or financial intermediary,
  that investment professional or financial intermediary may charge you a
  commission in an amount determined and separately disclosed to you by that
  investment professional or financial intermediary.


                                       36


o Initial investments are subject to a $5 million investment minimum, which may
  be waived in some circumstances.


SHARE CLASS ELIGIBILITY


CLASS K SHARES
Class K shares are available to certain discretionary accounts at Amundi
Pioneer or its affiliates, certain direct investors, other Pioneer funds, and
certain tax-deferred retirement plans (including 401(k) plans,
employer-sponsored 403(b) plans, 457 plans, health savings accounts, profit
sharing and money purchase pension plans, defined benefit plans and
non-qualified deferred compensation plans) held in plan level or omnibus
accounts.

Direct investors may be individuals, institutions, trusts, foundations and
other institutional investors.

Class K shares are also available to certain mutual fund programs. See "Minimum
investment amounts - Waivers of the minimum investment amount for Class K."


CLASS R SHARES
Class R shares are available to certain tax-deferred retirement plans
(including 401(k) plans, employer-sponsored 403(b) plans, 457 plans, profit
sharing and money purchase pension plans, defined benefit plans and
non-qualified deferred compensation plans) held in plan level or omnibus
accounts. Class R shares also are available to IRAs that are rollovers from
eligible retirement plans that offered one or more Class R share Pioneer funds
as investment options and to individual 401(k) plans. Class R shares are not
available to non-retirement accounts, traditional or Roth IRAs, Coverdell
Education Savings Accounts, SEPs, SAR-SEPs, SIMPLE IRAs, individual 403(b)s and
most individual retirement accounts or retirement plans that are not subject to
the Employee Retirement Income Security Act of 1974 (ERISA).


AUTOMATIC CONVERSION OF CLASS C SHARES
Effective September 1, 2018, Class C shares automatically convert to Class A
shares after 10 years. Conversions occur during the month of or following the
10-year anniversary of the share purchase date. Class C shares held for longer
than 10 years as of September 1, 2018 converted to Class A shares in September
2018. The automatic conversion is based on the relative net asset values of the
two share classes without the imposition of a sales charge or fee. Generally,
in order for your Class C shares to be


                                       37


Choosing a class of shares

eligible for automatic conversion to Class A shares, the fund or the financial
intermediary through which you purchased your shares must have records which
confirm that your Class C shares have been held for 10 years. Class C shares
held through group retirement plan recordkeeping platforms of certain financial
intermediaries who hold such shares in an omnibus account and do not track
participant level share lot aging to facilitate such a conversion will not be
eligible for automatic conversion to Class A shares. Specific intermediaries
may have different policies and procedures regarding the conversion of Class C
shares to Class A shares.


                                       38


Distribution and service arrangements

DISTRIBUTION PLAN
The fund has adopted a distribution plan for Class A, Class C and Class R
shares 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.


CLASS R SHARES SERVICE PLAN
The fund has adopted a separate service plan for Class R shares. Under the
service plan, the fund may pay securities dealers, plan administrators or other
financial intermediaries who agree to provide certain services to plans or plan
participants holding shares of the fund a service fee of up to 0.25% of average
daily net assets attributable to Class R shares held by such plan participants.
The services provided under the service plan include acting as a shareholder of
record, processing purchase and redemption orders, maintaining participant
account records and answering participant questions regarding the fund.


ADDITIONAL PAYMENTS TO FINANCIAL INTERMEDIARIES
Your financial intermediary may receive compensation from the fund, Amundi
Pioneer or its affiliates for the sale of fund shares and related services.
Compensation may include sales commissions and distribution and service (Rule
12b-1) fees, as well as compensation for administrative services and
transaction processing.

Amundi Pioneer or its affiliates may make additional payments to your financial
intermediary. These payments 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.

Amundi Pioneer or its affiliates make these additional payments (sometimes
referred to as "revenue sharing") to financial intermediaries out of its own
assets, which may include profits derived from services provided to the fund,
or from the retention of a portion of sales charges or distribution and


                                       39


Distribution and service arrangements

service fees. Amundi 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. Amundi 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 Amundi Pioneer's
promotional efforts. Amundi 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.

Amundi 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 Amundi Pioneer personnel may
make presentations on the Pioneer funds to the intermediary's sales force). À qui
the extent intermediaries sell more shares of the Pioneer funds or retain
shares of the Pioneer funds in their clients' accounts, Amundi 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 if the amount of
the payment to the intermediary exceeds the intermediary's costs.

The compensation that Amundi 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 in the discussion above and in the
statement of additional information. You can ask your financial intermediary
about any payments it receives from Amundi Pioneer or the Pioneer funds, as
well as about fees and/or commissions it charges.

Amundi 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


                                       40


services, Amundi Pioneer or the Pioneer funds may compensate the intermediary
for these services. In addition, your intermediary may have other relationships
with Amundi Pioneer or its affiliates that are not related to the Pioneer
funds.


                                       41


Sales charges

INITIAL SALES CHARGES (CLASS A SHARES ONLY)
You pay the offering price (the net asset value per share plus any initial
sales charge) 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.


SALES CHARGES FOR CLASS A SHARES
 



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



Less than $50,000                     5.75         6.10
---------------------------------     ----         ----
$50,000 but 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 or more                       -0-          -0-
---------------------------------     ----         ----








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 - CLASS A SHARES
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." Amundi 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 $50,000 (Rights of accumulation)
o You plan to invest at least $50,000 over the next 13 months (Letter of
  intent)


                                       42


RIGHTS OF ACCUMULATION - CLASS A SHARES ONLY
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 - CLASS A SHARES ONLY
You can use a letter of intent to qualify for reduced sales charges in
two situations:
o If you plan to invest at least $50,000 (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 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. Tout
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.


QUALIFYING FOR A REDUCED CLASS A SALES CHARGE
In calculating your total account value in order to determine whether you have
met 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. Amundi
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


                                       43


Sales charges

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 401(k) 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 Amundi Pioneer or an
affiliate.

You can locate information regarding the reduction or waiver of sales charges
free of charge on Amundi Pioneer's website at us.amundipioneer.com. The website
includes hyperlinks that facilitate access to this information.


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.


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 Amundi 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 Amundi 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 Regions Financial Corporation and its affiliates (at the time of
  initial share purchase);
o Members of the immediate families of any of the persons above;

44


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 Amundi Pioneer or any of its affiliates
  serves 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 Group employer-sponsored retirement plans with at least $500,000 in total
  plan assets. Waivers for group employer-sponsored retirement plans do not
  apply to traditional IRAs, Roth IRAs, SEPs, SARSEPs, SIMPLE IRAs, KEOGHs,
  individual 401(k) or individual 403(b) plans, or to brokerage relationships
  in which sales charges are customarily imposed;
o Group employer-sponsored retirement plans with accounts established with
  Amundi 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 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 Investors purchasing shares pursuant to the reinstatement privilege
  applicable to Class A shares;


o Redemption proceeds from a non-retirement account used by the shareholder to
  purchase fund shares in an IRA or other individual-type retirement account:
et

o Shareholders of record (i.e., shareholders whose shares are not held in the
  name of a 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.


                                       45


Sales charges

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 Amundi 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. Such
mutual fund programs include certain self-directed brokerage services accounts
held through qualified intermediaries that may or may not charge participating
investors transaction fees.


CONTINGENT DEFERRED SALES CHARGES (CDSCS)


CLASS A SHARES
Purchases of Class A shares of $500,000 or more 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 12 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 that has at least $500,000 in total plan
assets (or that has 1,000 or more eligible employees for plans with accounts
established with Amundi Pioneer on or before March 31, 2004).


                                       46


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, upon redemption 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 calculating CDSCs 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"


WAIVER OR REDUCTION OF CONTINGENT DEFERRED SALES CHARGES
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.

The distributor may waive or reduce the CDSC for Class A shares that are
subject to a CDSC or for 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 of 1986, as amended (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);
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:


                                       47


Sales charges

  - 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; ou
  - 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 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 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;
  - Due to retirement or termination of employment;
  - 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;
o The distribution is made pursuant to the fund's right to liquidate or
  involuntarily redeem shares in a shareholder's account;
o The distribution is made to pay an account's advisory or custodial fees; ou
o The distributor does not pay the selling broker a 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.


                                       48


The availability of certain sales charge waivers and discounts may depend on
whether you purchase your shares directly from the fund or through a financial
intermediary. Please see the "Intermediary defined sales charge waiver
policies" section for more information.

CLASS K SHARES

Class K shares are purchased at net asset value with no initial sales charge
and no CDSC when redeemed. However, if you invest in Class K shares through an
investment professional or financial intermediary, that investment professional
or financial intermediary may charge you a commission in an amount determined
and separately disclosed to you by that investment professional or financial
intermediary.

CLASS Y SHARES

Class Y shares are purchased at net asset value with no initial sales charge
and no CDSC when redeemed. However, if you invest in Class Y shares through an
investment professional or financial intermediary, that investment professional
or financial intermediary may charge you a commission in an amount determined
and separately disclosed to you by that investment professional or financial
intermediary.


                                       49


Buying, exchanging and selling shares

OPENING YOUR ACCOUNT
You may open an account by completing an account application and sending it to
the fund by mail or by fax. Please call the fund to obtain an account
application. Certain types of accounts, such as retirement accounts, have
separate applications.

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 fund. You may be required to obtain a signature guarantee
to make certain changes to an existing account.

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

PIONEER FUNDS
P.O. Box 219427
Kansas City, MO 64121-9427
Telephone 1-800-225-6292

Please note that there may be a delay in receipt by the fund's transfer agent
of applications submitted by regular mail to a post office address.

Each fund is generally available for purchase in the United States, Puerto
Rico, Guam, American Samoa and the U.S. Virgin Islands. Except to the extent
otherwise permitted by the funds' distributor, the funds will only accept
accounts from U.S. citizens with a U.S. address (including an APO or FPO
address) or resident aliens with a U.S. address (including an APO or FPO
address) and a U.S. taxpayer identification number.


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.


INVESTING THROUGH FINANCIAL INTERMEDIARIES AND RETIREMENT PLANS
If you invest in the fund through your financial intermediary or through a
retirement plan, the options and services available to you may be different
from those discussed in this prospectus. Shareholders investing through


                                       50


financial intermediaries, programs sponsored by financial intermediaries and
retirement plans may only purchase funds and classes of shares that are
available. When you invest through an account that is not in your name, you
generally may buy and sell shares and complete other transactions only through
the account. Ask your investment professional or financial intermediary for
more information.

Additional conditions may apply to your investment in the fund, and the
investment professional or intermediary may charge you a transaction-based,
administrative 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.


SHARE PRICES FOR TRANSACTIONS
If you place an order to purchase, exchange or sell shares that is received in
good order by the fund's transfer agent or an authorized agent by the close of
regular trading on the New York Stock Exchange (usually 4:00 p.m. Eastern
time), the share price for your transaction will be based on the net asset
value determined as of the scheduled close of regular trading on the New York
Stock Exchange on that day (plus or minus any applicable sales charges). If
your order is received by the fund's transfer agent or an authorized agent
after the scheduled close of regular trading on the New York Stock Exchange, or
your order is not in good order, the share price will be based on the net asset
value next determined after your order is received in good order by the fund or
authorized agent. 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 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


                                       51


Buying, exchanging and selling shares

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 financial intermediary that has a sales
agreement or other arrangement with the distributor.

You can buy shares at net asset value per share plus any applicable sales
charge. The distributor may reject any order until it has confirmed the order
in writing and received payment. Normally, your financial intermediary will
send your purchase request to the fund's transfer agent. CONSULT YOUR
INVESTMENT PROFESSIONAL FOR MORE INFORMATION. Your investment firm receives a
commission from the distributor, and may receive additional compensation from
Amundi Pioneer, for your purchase of fund shares.


MINIMUM INVESTMENT AMOUNTS


CLASS A AND CLASS C SHARES
Your initial investment must be at least $1,000. Additional investments must be
at least $100 for Class A shares and $500 for 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 Amundi Pioneer.


CLASS K SHARES
Initial investments by discretionary accounts and direct investors in Class K
shares must be at least $5 million. There is no investment minimum for other
eligible investors. This amount may be invested in one or more of the Pioneer
mutual funds that currently offer Class K shares. There is no minimum
additional investment amount. The fund may waive the initial investment amount,
if applicable.


52


WAIVERS OF THE MINIMUM INVESTMENT AMOUNT FOR CLASS K
The fund will accept an initial investment of less than $5 million if:

(a)        The investment is made by a retirement plan that is an eligible
investor in Class K shares; ou

(b)        The investment is made by another Pioneer fund; ou

(c)        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 an
           arrangement with Amundi Pioneer to include Class K shares of the
           Pioneer mutual funds in their program. In one model, the
           intermediary provides investors participating in the program with
           additional services, including advisory, asset allocation,
recordkeeping or other services, as a combined service offering. À
           another model, a brokerage firm may provide transactional services
           in accordance with a commission schedule set by the firm.
    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.

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


CLASS R SHARES
There is no minimum investment amount for Class R shares, although investments
are subject to the fund's policies regarding small accounts.


CLASS Y SHARES
Your initial investment in Class Y shares must be at least $5 million. C'est tout
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 FOR CLASS Y
The fund will accept an initial investment of less than $5 million if:

                                       53


Buying, exchanging and selling shares

(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; ou

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

(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; ou

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

(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 an
           arrangement with Amundi Pioneer to include Class Y shares of the
           Pioneer mutual funds in its program. In one model, the intermediary
           provides investors participating in the program with additional
           services, including advisory, asset allocation, recordkeeping or
           other services, as a combined service offering. In another model, a
           brokerage firm may provide transactional services in accordance with
           a commission schedule set by the firm.

    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


                                       54


    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; ou

(f)        The investment is made by another Pioneer fund.

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


MAXIMUM PURCHASE AMOUNTS
Purchases of fund shares are limited to $499,999 for Class C shares. This limit
is applied on a per transaction basis. Class A, Class K, Class R and Class Y
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 an Amundi 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.


HOW TO BUY 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 Amundi 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

                                       55


Buying, exchanging and selling shares

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 fund's transfer agent will
electronically debit the amount of the purchase from your bank account of
record. The fund's transfer agent will purchase fund shares for the amount of
the debit at the offering price determined after the fund's transfer agent
receives your telephone or online purchase instruction and good funds. C'est tout
usually takes three business days for the fund's 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 FUND. 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. Please note that there may be a
delay in receipt by the fund's transfer agent of purchase orders submitted by
regular mail to a post office address.


BY WIRE (CLASS K OR CLASS Y SHARES ONLY)
If you have an existing (Class K or Class Y shares only) account, you may wire
funds to purchase 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

                                       56


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.
                         Mid Cap Value Fund








The fund's 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.


EXCHANGING
You may, under certain circumstances, 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. You generally will have to pay
income taxes on an exchange.


SAME-FUND EXCHANGE PRIVILEGE
Certain shareholders may be eligible to exchange their shares for shares of
another class. If eligible, no sales charges or other charges will apply to any
such exchange. Generally, shareholders will not recognize a gain or loss for
federal income tax purposes upon such an exchange. Investors should contact
their financial intermediary to learn more about the details of this privilege.


                                       57


Buying, exchanging and selling shares

HOW TO EXCHANGE 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 FUND. 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 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

Please note that there may be a delay in receipt by the fund's transfer agent
of exchange requests submitted by regular mail to a post office address.


SELLING
Your shares will be sold at the share price (net asset value less any
applicable sales charge) 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.


                                       58


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. Your redemption
proceeds normally will be sent within 1 business day after your request is
received in good order, but in any event within 7 days, regardless of the
method the fund uses to make such payment. 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.

Your redemption proceeds may be delayed, or your right to receive redemption
proceeds suspended, if the New York Stock Exchange is closed (other than on
weekends or holidays) or trading is restricted, if 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, or
otherwise as permitted by the rules of or by the order of the Securities and
Exchange Commission.

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 generally will have to pay income taxes on a sale.

If you must use a written request to exchange or sell your 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.

Under normal circumstances, the fund expects to meet redemption requests by
using cash or cash equivalents in its portfolio and/or selling portfolio assets
to generate cash. Under stressed or abnormal market conditions or
circumstances, including circumstances adversely affecting the liquidity of the
fund's investments, the fund may be more likely to be forced to sell portfolio
assets to meet redemptions than under normal market circumstances. Under such
circumstances, the fund could be forced to liquidate assets at inopportune
times or at a loss or depressed value. The fund also may pay redemption
proceeds using cash obtained through a committed, unsecured revolving credit
facility, or an interfund lending facility, if available, and other borrowing
arrangements that may be available from time to time.


                                       59


Buying, exchanging and selling shares

The fund reserves the right to redeem in kind, that is, to pay all or a portion
of your redemption proceeds by giving you securities. If the fund redeems in
kind, it generally will deliver to you a proportionate share of the portfolio
securities owned by the fund. 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.
The fund may redeem in kind at a shareholder's request or if, for example, the
fund reasonably believes that a cash redemption may have a substantial impact
on the fund and its remaining shareholders.

During periods of deteriorating or stressed market conditions, when an
increased portion of the fund's portfolio may be comprised of less-liquid
investments, or during extraordinary or emergency circumstances, the fund may
be more likely to pay redemption proceeds with cash obtained through short-term
borrowing arrangements (if available) or by giving you securities.


HOW TO SELL SHARES


THROUGH YOUR INVESTMENT FIRM
Normally, your investment firm will send your request to sell shares to the
fund's transfer agent. Please note that your investment firm may have its own
earlier deadlines for the receipt of a request to sell shares. 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


                                       60


For Class Y shares, shareholders may sell up to $5 million per account per day
if the proceeds are directed to your bank account of record ($100,000 per
account per day if the proceeds are not directed to your bank account 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, 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 fund's 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 fund's 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.

Please note that there may be a delay in receipt by the fund's transfer agent
of redemption requests submitted by regular mail to a post office address.


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


BY MAIL
Send your written instructions to:
PIONEER FUNDS
P.O. Box 219427
Kansas City, MO 64121-9427


AMUNDI PIONEER WEBSITE
us.amundipioneer.com

                                       61


Buying, exchanging and selling shares

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


                                       62


Account options

See the account application form for more details on each of the following
services or call the fund for details and availability.


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 fund.

When you request a telephone transaction the fund's 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. If the fund's confirmation
procedures are followed, neither the fund nor its agents will bear any
liability for these transactions.


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
     fund or complete the online authorization screen at us.amundipioneer.com

To use online transactions, you must read and agree to the terms of an online
transaction agreement available on the Amundi Pioneer website. When you or your
investment firm requests an online transaction, the fund's 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.


                                       63


Account options

PERIODIC INVESTMENTS

You can make periodic investments in the fund by setting up monthly bank
drafts, government allotments, payroll deductions, or an Automatic Investment
Plan. Periodic investments may be made only through U.S. banks. You may use a
periodic investment plan to establish a Class A share account with a small
initial investment. If you have a Class C or Class R share account and your
balance is at least $1,000, you may establish a periodic investment plan.



AUTOMATIC INVESTMENT PLAN (AIP)
If you establish an Automatic Investment Plan with Amundi Pioneer, the fund's
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 fund's transfer agent. You should allow up to 30 days for the fund's
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.


                                       64


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


Options (2) and (3) are not available to retirement plan accounts or accounts
with a current value of less than $500. When electing a cash distribution
option, you may only select one destination for the cash distribution portion
(i.e., bank account or directed to another mutual fund). The other distribution
portion must be reinvested into your current mutual fund account or follow the
same cash election.


If you are under 59 1/2, taxes and tax penalties may apply.

If your distribution check is returned to the fund's transfer agent or you do
not cash the check for six months or more, the fund's 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
$25, the fund may reinvest the amount in additional shares of the fund instead
of sending a check. Additional shares of the fund will be purchased at the
then-current net asset value.


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


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


                                       65


Account options

o You may not request a periodic withdrawal of more than 10% of the value of
  any Class C or Class R 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 fund's 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.


                                       66


Shareholder services and policies

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; ou
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,


                                       67


Shareholder services and policies

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.

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. Un
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 had been accepted and an investment made in the fund. Un
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 Pioneer U.S. Government Money Market Fund or Pioneer
Multi-Asset Ultrashort Income Fund.


                                       68


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.

Purchases pursuant to the reinstatement privilege (for Class A shares) are
subject to this policy.


PURCHASES IN KIND
You may use securities you own to purchase shares of the fund provided that
Amundi 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.


REINSTATEMENT PRIVILEGE (CLASS A SHARES)
If you recently sold all or part of your Class A 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 fund 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.

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 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 fund receives your
written request for reinstatement. You may realize a gain or loss for


                                       69


Shareholder services and policies

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.


AMUNDI PIONEER WEBSITE
US.AMUNDIPIONEER.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 Amundi 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 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/.

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.


HOUSEHOLD DELIVERY OF FUND DOCUMENTS
With your consent, Amundi 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 Amundi Pioneer, by phone or in
writing (see "How to contact us"). Amundi Pioneer will begin mailing separate
proxy statements, prospectuses and shareowner reports to you within 30 days
after receiving your notice.


                                       70


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


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


TAX INFORMATION FOR IRA ROLLOVERS
In January (or by the applicable Internal Revenue Service deadline) following
the year in which you take a reportable distribution, the fund's transfer agent
will mail you a tax form reflecting the total amount(s) of distribution(s)
received by the end of January.


PRIVACY
The fund has a policy designed to protect the privacy of your personal
information. A copy of Amundi 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 fund or
through Amundi Pioneer's website.


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. Un
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


                                       71


Shareholder services and policies

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
us.amundipioneer.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, Amundi Pioneer will adjust the hours for the
telephone center and for online transaction processing accordingly. If you are
unable to access us.amundipioneer.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 charge transfer, shareholder servicing or similar agent fees, such as an
  account maintenance fee for small balance accounts, directly to accounts


                                       72


  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
o close your account after a period of inactivity, as determined by state law,
  and transfer your shares to the appropriate state


                                       73


Dividends, capital gains and taxes

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

The fund generally pays dividends from any net investment income in June and
December.

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


TAXES
You will normally have to pay federal income taxes, and any state or local
taxes, on the dividends and other distributions you receive from the fund,
whether you take the distributions in cash or reinvest them in additional
shares. For U.S. federal income tax purposes, distributions from the fund's net
capital gains (if any) are considered long-term capital gains and are generally
taxable to noncorporate shareholders at rates of up to 20%. Distributions from
the fund's net short-term capital gains are generally taxable as ordinary
income. Other dividends are taxable either as ordinary income or, in general,
if paid from the fund's "qualified dividend income" and if certain conditions,
including holding period requirements, are met by the fund and the shareholder,
as qualified dividend income taxable to noncorporate shareholders at U.S.
federal income tax rates of up to 20%.

"Qualified dividend income" generally is income derived from dividends paid by
U.S. corporations or certain foreign corporations that are either incorporated
in a U.S. possession or eligible for tax benefits under certain U.S. income tax
treaties. In addition, dividends that the fund receives in respect of stock of
certain foreign corporations may be qualified dividend income if that stock is
readily tradable on an established U.S. securities market.

A portion of dividends received from the fund (but none of the fund's capital
gain distributions) may qualify for the dividends-received deduction for
corporations.

The fund will report to shareholders annually the U.S. federal income tax
status of all fund distributions.


                                       74


If the fund declares a dividend in October, November or December, payable to
shareholders of record in such a month, and 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.

Sales and exchanges generally will be taxable transactions to shareowners. 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.

A 3.8% Medicare contribution tax generally applies to all or a portion of the
net investment income of a shareholder who is an individual and not a
nonresident alien for federal income tax purposes and who has adjusted gross
income (subject to certain adjustments) that exceeds a threshold amount. C'est tout
3.8% tax also applies to all or a portion of the undistributed net investment
income of certain shareholders that are estates and trusts. For these purposes,
dividends, interest and certain capital gains are generally taken into account
in computing a shareholder's net investment income.

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 apply "backup withholding" tax on your
dividends and other distributions, sale proceeds and any other payments to you
that are subject to backup withholding. The backup withholding rate is
currently 24%.

Shareholders that are exempt from U.S. federal income tax, such as retirement
plans that are qualified under Section 401 of the Internal Revenue Code,
generally are not subject to U.S. federal income tax on fund dividends or other
distributions or on sales or exchanges of fund shares. However, in the case of
fund shares held through a nonqualified deferred compensation plan, fund
dividends and other distributions received by the plan and sales and exchanges
of fund shares by the plan generally will be taxable to the employer sponsoring
such plan in accordance with U.S. federal income tax laws that are generally
applicable to shareholders receiving such dividends and other distributions
from regulated investment companies such as the fund, or effecting such sales
or exchanges.


                                       75


Dividends, capital gains and taxes

Plan participants whose retirement plan invests in the fund generally are not
subject to federal income tax on fund dividends or other distributions received
by the plan or on sales or exchanges of fund shares by the plan. Cependant
distributions to plan participants from a retirement plan generally are taxable
to plan participants as ordinary income.

You should ask your tax adviser about any federal, state, local and foreign tax
considerations relating to an investment in the fund. You may also consult the
fund's statement of additional information for a more detailed discussion of
the U.S. federal income tax considerations that may affect the fund and its
shareowners.


                                       76


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.
total returns in the table represent the rate that you would have earned or
lost on an investment in Class A, Class C, Class K, Class R or Class Y shares
of the fund (assuming reinvestment of all dividends and distributions).


The information below for the fiscal years ended October 31, 2017 through
October 31, 2019 has been audited by Ernst & Young LLP, independent registered
public accounting firm, whose report is included in the fund's annual report
along with the fund's financial statements. The information below for the
periods ended on October 31, 2015 and October 31, 2016 was audited by another
independent registered public accounting firm. The fund's annual report is
incorporated by reference in the statement of additional information and is
available upon request.



                                       77


Financial highlights

PIONEER MID CAP VALUE FUND


CLASS A SHARES
 




                                              YEAR           YEAR         YEAR         YEAR        YEAR
                                              ENDED          ENDED        ENDED       ENDED        ENDED
                                            10/31/19       10/31/18     10/31/17    10/31/16*    10/31/15*
                                        ---------------- ------------ ------------ ----------- ------------
                                                                                



Net asset value, beginning of period       $  22.50        $  26.27    $  23.66     $  25.30    $  28.37
                                           --------        --------    --------     --------    --------
Increase (decrease) from investment
 operations:
 Net investment income (loss) (a)          $   0.18        $   0.16    $   0.11     $   0.12    $   0.14
 Net realized and unrealized gain
   (loss) on investments                      2.36           (1.82)        4.10         0.58       (0.01)
                                           --------        --------    --------     --------    --------
   Net increase (decrease) from
    investment operations                  $   2.54        $  (1.66)   $   4.21     $   0.70    $   0.13
Distributions to shareowners:
 Net investment income                     $  (0.18)       $  (0.09)   $  (0.11)    $  (0.08)   $  (0.11)
 Net realized gain                           (2.09)          (2.02)       (1.49)       (2.26)      (3.09)
                                           --------        --------    --------     --------    --------
Total distributions                        $  (2.27)       $  (2.11)   $  (1.60)    $  (2.34)   $  (3.20)
                                           --------        --------    --------     --------    --------
Net increase (decrease) in net asset
 value                                     $   0.27        $  (3.77)   $   2.61     $  (1.64)   $  (3.07)
                                           --------        --------    --------     --------    --------
Net asset value, end of period             $  22.77        $  22.50    $  26.27     $  23.66    $  25.30
                                           --------        --------    --------     --------    --------
Total return (b)                             12.44%(c)       (7.05)%      18.56%        2.94%       0.22%
Ratio of net expenses to average net
 assets                                       1.06%           1.02%        1.04%        1.08%       1.05%
Ratio of net investment income (loss)
 to average net assets                        0.85%           0.63%        0.43%        0.53%       0.54%
Portfolio turnover rate                         94%             78%          58%          70%         90%
Net assets, end of period (in
 thousands)                                $710,565        $710,468    $839,636     $791,576    $856,629












*     The Fund was audited by an independent registered public accounting firm
      other than Ernst & Young LLP.
(a)        The per-share data presented above is based on the average shares
           outstanding for the period presented.
(b)        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.

(c)        If the Fund had not recognized gains in settlement of class action
           lawsuits during the year ended October 31, 2019, the total return
           would have been 12.34%.



                                       78


PIONEER MID CAP VALUE FUND


CLASS C SHARES
 




                                               YEAR              YEAR            YEAR            YEAR           YEAR
                                              ENDED              ENDED           ENDED          ENDED           ENDED
                                             10/31/19          10/31/18        10/31/17       10/31/16*       10/31/15*
                                        ----------------- ------------------ ------------ ----------------- ------------
                                                                                             



Net asset value, beginning of period        $  15.53         $   18.82        $ 17.42         $  19.29       $ 22.42
                                            --------         ---------        -------         --------       -------
Increase (decrease) from investment
 operations:
 Net investment income (loss) (a)           $  (0.00)(b)     $   (0.03)       $ (0.07)        $  (0.05)(b)   $ (0.06)
 Net realized and unrealized gain
   (loss) on investments                        1.57             (1.24)         2.96              0.44         0.02
                                            --------         ---------        -------         --------       -------
   Net increase (decrease) from
    investment operations                   $   1.57         $   (1.27)       $  2.89         $   0.39       $ (0.04)
Distributions to shareowners:
 Net investment income                      $      -         $       -        $     -         $      -       $     -
 Net realized gain                             (2.09)            (2.02)        (1.49)            (2.26)       (3.09)
                                            --------         ---------        -------         --------       -------
Total distributions                         $  (2.09)        $   (2.02)       $ (1.49)        $  (2.26)      $ (3.09)
                                            --------         ---------        -------         --------       -------
Net increase (decrease) in net asset
 value                                      $  (0.52)        $   (3.29)       $  1.40         $  (1.87)      $ (3.13)
                                            --------         ---------        -------         --------       -------
Net asset value, end of period              $  15.01         $   15.53        $ 18.82         $  17.42       $ 19.29
                                            --------         ---------        -------         --------       -------
Total return (c)                               11.40%(d)         (7.77)%(e)    17.55%             2.13%       (0.59)%
Ratio of net expenses to average net
 assets                                         1.94%             1.83%         1.87%             1.92%        1.90%
Ratio of net investment income (loss)
 to average net assets                         (0.01)%           (0.15)%       (0.40)%           (0.30)%      (0.31)%
Portfolio turnover rate                           94%               78%           58%               70%          90%
Net assets, end of period (in
 thousands)                                 $ 13,845         $  18,495        $48,840         $ 51,641       $60,473












*     The Fund was audited by an independent registered public accounting firm
      other than Ernst & Young LLP.
(a)        The per-share data presented above is based on the average shares
           outstanding for the period presented.

(b)        Amount rounds to less than $0.01 per share.

(c)        The amount shown for a share outstanding does not correspond with
           net investment income on the Statement of Operations due to timing
           of the sales and repurchase of shares.

(d)        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.


(e)        If the Fund had not recognized gains in settlement of class action
           lawsuits during the year ended October 31, 2019, the total return
           would have been 11.31%.
(f)        If the Fund had not recognized gains in settlement of class action
           lawsuits during the year ended October 31, 2018, the total return
           would have been (7.82)%.



79


Financial highlights

PIONEER MID CAP VALUE FUND


CLASS K SHARES
 




                                              YEAR              YEAR           YEAR        YEAR
                                              ENDED             ENDED          ENDED      ENDED         3/2/15 TO
                                            10/31/19          10/31/18       10/31/17   10/31/16*       10/31/15*
                                        ---------------- ------------------ ---------- ----------- ------------------
                                                                                    



Net asset value, beginning of period       $  22.56         $   26.34        $ 23.72    $ 25.37       $   26.76
                                           --------         ---------        -------    -------       ---------
Increase (decrease) from investment
 operations:
 Net investment income (loss) (a)          $   0.26         $    0.21        $  0.19    $  0.21       $    0.15
 Net realized and unrealized gain
   (loss) on investments                       2.34             (1.79)          4.11       0.58           (1.54)
                                           --------         ---------        -------    -------       ---------
   Net increase (decrease) from
    investment operations                  $   2.60         $   (1.58)       $  4.30    $  0.79       $   (1.39)
Distributions to shareowners:
 Net investment income                     $  (0.25)        $   (0.18)       $ (0.19)   $ (0.18)      $       -
 Net realized gain                            (2.09)            (2.02)         (1.49)     (2.26)              -
                                           --------         ---------        -------    -------       ---------
Total distributions                        $  (2.34)        $   (2.20)       $ (1.68)   $ (2.44)      $       -
                                           --------         ---------        -------    -------       ---------
Net increase (decrease) in net asset
 value                                     $   0.26         $   (3.78)       $  2.62    $ (1.65)      $   (1.39)
                                           --------         ---------        -------    -------       ---------
Net asset value, end of period             $  22.82         $   22.56        $ 26.34    $ 23.72       $   25.37
                                           --------         ---------        -------    -------       ---------
Total return (b)                              12.83%(c)         (6.75)%(d)     18.98%      3.36%          (5.19)%(e)
Ratio of net expenses to average net
 assets                                        0.69%             0.68%          0.68%      0.71%           0.65%(f)
Ratio of net investment income (loss)
 to average net assets                         1.23%             0.83%          0.74%      0.91%           0.85%(f)
Portfolio turnover rate                          94%               78%            58%        70%           0.90%
Net assets, end of period (in
 thousands)                                $  1,554         $   1,693        $26,373    $12,693       $  16,103












*     The Fund was audited by an independent registered public accounting firm
      other than Ernst & Young LLP.
(a)        The per-share data presented above is based on the average shares
           outstanding for the period presented.

(b)        Assumes initial investment at net asset value at the beginning of
           each period, reinvestment of all distributions and the complete
           redemption of the investment at net asset value at the end of each
           period.


(c)        If the Fund had not recognized gains in settlement of class action
           lawsuits during the year ended October 31, 2019, the total return
           would have been 12.76%.
(d)        If the Fund had not recognized gains in settlement of class action
           lawsuits during the year ended October 31, 2018, the total return
           would have been (6.80)%.
(e)        Not Annualized.
(f)        Annualized.


                                       80


PIONEER MID CAP VALUE FUND


CLASS R SHARES
 




                                              YEAR           YEAR          YEAR          YEAR         YEAR
                                              ENDED          ENDED         ENDED        ENDED        ENDED
                                            10/31/19       10/31/18      10/31/17     10/31/16*    10/31/15*
                                        ---------------- ------------ -------------- ----------- -------------
                                                                                  



Net asset value, beginning of period       $  21.94       $ 25.70        $ 23.18      $ 24.84      $ 27.91
                                           --------       -------        -------      -------      -------
Increase (decrease) from investment
 operations:
 Net investment income (loss) (a)          $   0.09       $  0.04        $  0.00(b)   $  0.03      $  0.04
 Net realized and unrealized gain
   (loss) on investments                       2.31        (1.78)           4.02         0.57        0.00(b)
                                           --------       -------        -------      -------      -------
   Net increase (decrease) from
    investment operations                  $   2.40       $ (1.74)       $  4.02      $  0.60      $  0.04
Distributions to shareowners:
 Net investment income                     $  (0.07)      $     -        $ (0.01)     $     -      $ (0.02)
 Net realized gain                            (2.09)       (2.02)          (1.49)       (2.26)      (3.09)
                                           --------       -------        -------      -------      -------
Total distributions                        $  (2.16)      $ (2.02)       $ (1.50)     $ (2.26)     $ (3.11)
                                           --------       -------        -------      -------      -------
Net increase (decrease) in net asset
 value                                     $   0.24       $ (3.76)       $  2.52      $ (1.66)     $ (3.07)
                                           --------       -------        -------      -------      -------
Net asset value, end of period             $  22.18       $ 21.94        $ 25.70      $ 23.18      $ 24.84
                                           --------       -------        -------      -------      -------
Total return (c)                              11.97%(d)    (7.50)%         18.11%        2.54%      (0.16)%
Ratio of net expenses to average net
 assets                                        1.47%        1.48%           1.46%        1.47%       1.44%
Ratio of net investment income (loss)
 to average net assets                         0.45%        0.18%           0.02%        0.15%       0.16%
Portfolio turnover rate                          94%          78%             58%          70%         90%
Net assets, end of period (in
 thousands)                                $  9,814       $10,244        $14,579      $15,462      $21,023












*     The Fund was audited by an independent registered public accounting firm
      other than Ernst & Young LLP.
(a)        The per-share data presented above is based on the average shares
           outstanding for the period presented.
(b)        Amount rounds to less than $0.01 per share.
(c)        Assumes initial investment at net asset value at the beginning of
           each period, reinvestment of all distributions and the complete
           redemption of the investment at net asset value at the end of each
           period.

(d)        If the Fund had not recognized gains in settlement of class action
           lawsuits during the year ended October 31, 2019, the total return
           would have been 11.87%.



                                       81


Financial highlights

PIONEER MID CAP VALUE FUND


CLASS Y SHARES
 




                                              YEAR           YEAR        YEAR        YEAR       YEAR
                                              ENDED          ENDED       ENDED      ENDED       ENDED
                                            10/31/19       10/31/18    10/31/17   10/31/16*   10/31/15*
                                        ---------------- ------------ ---------- ----------- ----------
                                                                              



Net asset value, beginning of period       $  24.26       $ 28.16      $ 25.25    $ 26.84     $ 29.91
                                           --------       -------      -------    -------     -------
Increase (decrease) from investment
 operations:
 Net investment income (loss) (a)          $   0.25       $  0.23      $  0.18    $  0.19     $  0.25
 Net realized and unrealized gain
   (loss) on investments                       2.55        (1.97)         4.38       0.63       (0.02)
                                           --------       -------      -------    -------     -------
   Net increase (decrease) from
    investment operations                  $   2.80       $ (1.74)     $  4.56    $  0.82     $  0.23
Distributions to shareowners:
 Net investment income                     $  (0.23)      $ (0.14)     $ (0.16)   $ (0.15)    $ (0.21)
 Net realized gain                            (2.09)       (2.02)        (1.49)     (2.26)      (3.09)
                                           --------       -------      -------    -------     -------
Total distributions                        $  (2.32)      $ (2.16)     $ (1.65)   $ (2.41)    $ (3.30)
                                           --------       -------      -------    -------     -------
Net increase (decrease) in net asset
 value                                     $   0.48       $ (3.90)     $  2.91    $ (1.59)    $ (3.07)
                                           --------       -------      -------    -------     -------
Net asset value, end of period             $  24.74       $ 24.26      $ 28.16    $ 25.25     $ 26.84
                                           --------       -------      -------    -------     -------
Total return (b)                              12.70%(c)    (6.85)%       18.85%      3.23%       0.53%
Ratio of net expenses to average net
 assets                                        0.82%        0.78%         0.81%      0.82%       0.73%
Ratio of net investment income (loss)
 to average net assets                         1.08%        0.88%         0.66%      0.79%       0.90%
Portfolio turnover rate                          94%          78%           58%        70%         90%
Net assets, end of period (in
 thousands)                                $ 27,724       $27,410      $39,423    $33,339     $31,294












*     The Fund was audited by an independent registered public accounting firm
      other than Ernst & Young LLP.
(a)        The per-share data presented above is based on the average shares
           outstanding for the period presented.
(b)        Assumes initial investment at net asset value at the beginning of
           each period, reinvestment of all distributions and the complete
           redemption of the investment at net asset value at the end of each
           period.

(c)        If the Fund had not recognized gains in settlement of class action
           lawsuits during the year ended October 31, 2019, the total return
           would have been 12.60%.



                                       82


Intermediary defined sales charge waiver policies

AMERIPRISE FINANCIAL
Effective July 1, 2018, shareholders purchasing fund shares through an
Ameriprise Financial platform or account will be eligible only for the
following front-end sales charge waivers with respect to Class A shares, which
may differ from and may be more limited than those disclosed elsewhere in this
fund's prospectus or statement of additional information.

CLASS A SHARES FRONT-END SALES CHARGE WAIVERS AVAILABLE AT AMERIPRISE
FINANCIAL:
o Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans,
  employer-sponsored 403(b) plans, profit sharing and money purchase pension
  plans and defined benefit plans). For purposes of this provision,
  employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs or
  SAR-SEPs.
o Shares purchased through an Ameriprise Financial investment advisory program
  (if an Advisory or similar share class for such investment advisory program
  is not available).
o Shares purchased by third party investment advisors on behalf of their
  advisory clients through Ameriprise Financial's platform (if an Advisory or
  similar share class for such investment advisory program is not available).
o Shares purchased through reinvestment of capital gains distributions and
  dividend reinvestment when purchasing shares of the same fund (but not any
  other fund within the same fund family).
o Shares exchanged from Class C shares of the same fund in the month of or
  following the 10-year anniversary of the purchase date. To the extent that
  this prospectus elsewhere provides for a waiver with respect to such shares
  following a shorter holding period, that waiver will apply to exchanges
  following such shorter period. To the extent that this prospectus elsewhere
  provides for a waiver with respect to exchanges of Class C shares for load
  waived shares, that waiver will also apply to such exchanges.
o Employees and registered representatives of Ameriprise Financial or its
  affiliates and their immediate family members.
o Shares purchased by or through qualified accounts (including IRAs, Coverdell
  Education Savings Accounts, 401(k)s, 403(b) TSCAs subject to ERISA and
  defined benefit plans) that are held by a covered family member, defined as
  an Ameriprise financial advisor and/or the advisor's spouse, advisor's
  lineal ascendant (mother, father, grandmother, grandfather, great
  grandmother, great grandfather), advisor's lineal descendant (son,


                                       83


Intermediary defined sales charge waiver policies

  step-son, daughter, step-daughter, grandson, granddaughter, great grandson,
  great granddaughter) or any spouse of a covered family member who is a
  lineal descendant.
o Shares purchased from the proceeds of redemptions within the same fund
  family, provided (1) the repurchase occurs within 90 days following the
  redemption, (2) the redemption and purchase occur in the same account, and
  (3) redeemed shares were subject to a front-end or deferred sales load
  (i.e., Rights of Reinstatement).



EDWARD D. JONES & CO. MUTUAL FUND POLICIES


SALES WAIVERS AND REDUCTIONS IN SALES CHARGES
Effective on or after May 1, 2020, clients of Edward Jones (also referred to as
"shareholders") purchasing fund shares on the Edward Jones commission and
fee-based platforms are eligible only for the following sales charge discounts
(also referred to as "breakpoints") and waivers, which can differ from
breakpoints and waivers described elsewhere in the mutual fund prospectus or
SAI or through another broker-dealer. In all instances, it is the shareholder's
responsibility to inform Edward Jones at the time of purchase of any
relationship, holdings of Pioneer Funds or other facts qualifying the purchaser
for breakpoints or waivers. Edward Jones can ask for documentation of such
circumstance.

BREAKPOINTS

RIGHTS OF ACCUMULATION (ROA)


o The applicable sales charge on a purchase of Class A shares is determined by
  taking into account all share classes (except any money market funds and
  retirement plan share classes) of (the mutual fund family) held by the
  shareholder or in an account grouped by Edward Jones with other accounts for
  the purpose of providing certain pricing considerations ("pricing groups").
  This includes all share classes held on the Edward Jones platform and/or
  held on another platform. The inclusion of eligible fund family assets in
  the rights of accumulation calculation is dependent on the shareholder
  notifying his or her financial advisor of such assets at the time of
  calculation.


o ROA is determined by calculating the higher of cost or market value (current
  shares x NAV).

LETTER OF INTENT (LOI)


o Through a LOI, shareholders can receive the sales charge and breakpoint
  discounts for purchases shareholders intend to make over a 13-month period
  from the date Edward Jones receives the LOI. The LOI is determined



                                       84



  by calculating the higher of cost or market value of qualifying holdings at
  LOI initiation in combination with the value that the shareholder intends to
  buy over a 13-month period to calculate the front-end sales charge and any
  breakpoint discounts. Each purchase the shareholder makes during that
  13-month period will receive the sales charge and breakpoint discount that
  applies to the total amount. The inclusion of eligible fund family assets in
  the LOI calculation is dependent on the shareholder notifying his or her
  financial advisor of such assets at the time of calculation. Purchases made
  before the LOI is received by Edward Jones are not covered under the LOI and
  will not reduce the sales charge previously paid. Sales charges will be
  adjusted if LOI is not met.

SALES CHARGE WAIVERS

Sales charges are waived for the following shareholders and in the following
situations:


o Associates of Edward Jones and its affiliates and their family members who
  are in the same pricing group (as determined by Edward Jones under its
  policies and procedures) as the associate. This waiver will continue for the
  remainder of the associate's life if the associate retires from Edward Jones
  in good-standing.
o Shares purchased in an Edward Jones fee-based program.


o Shares purchased through reinvestment of capital gains distributions and
  dividend reinvestment.


o Shares purchased from the proceeds of redeemed shares of the same fund family
  so long as the following conditions are met: 1) the proceeds are from the
  sale of shares within 60 days of the purchase, and 2) the sale and purchase
  are made in the same share class and the same account or the purchase is
  made in an individual retirement account with proceeds from liquidations in
  a non-retirement account.


o Shares exchanged into class A shares from another share class so long as the
  exchange is into the same fund and was initiated at the discretion of Edward
  Jones. Edward Jones is responsible for any remaining CDSC due to the fund
  company, if applicable. Any future purchases are subject to the applicable
  sales charge as disclosed in the prospectus.


o Exchanges from class C shares to class A shares of the same fund, generally,
  in the 84th month following the anniversary of the purchase date or earlier
  at the discretion of Edward Jones.

CONTINGENT DEFERRED SALES CHARGE (CDSC) WAIVERS


                                       85


Intermediary defined sales charge waiver policies


If the shareholder purchases shares that are subject to a CDSC and those shares
are redeemed before the CDSC is expired, the shareholder is responsible to pay
the CDSC except in the following conditions:
o The death or disability of the shareholder
o Systematic withdrawals with up to 10% per year of the account value
o Return of excess contributions from an Individual Retirement Account (IRA)


o Shares sold as part of a required minimum distribution for IRA and retirement
  accounts if the redemption is taken in or after the year the shareholder
  reaches qualified age based on applicable IRS regulations


o Shares sold to pay Edward Jones fees or costs in such cases where the
  transaction is initiated by Edward Jones
o Shares exchanged in an Edward Jones fee-based program
o Shares acquired through NAV reinstatement

OTHER IMPORTANT INFORMATION

1.1 Minimum Purchase Amounts
o $250 initial purchase minimum
o $50 subsequent purchase minimum


1.2 Minimum Balances

o Edward Jones has the right to redeem at its discretion fund holdings with a
  balance of $250 or less. The following are examples of accounts that are not
  included in this policy:
  - A fee-based account held on an Edward Jones platform
  - A 529 account held on an Edward Jones platform


  - An account with an active systematic investment plan or letter of intent
    (LOI)

1.3 Changing Share Classes


o At any time it deems necessary, Edward Jones has the authority to exchange at
  NAV a shareholder's holdings in a fund to Class A shares.

JANNEY MONTGOMERY SCOTT

Effective May 1, 2020, if you purchase fund shares through a Janney Montgomery
Scott LLC ("Janney") brokerage account, you will be eligible for the following
load waivers (front-end sales charge waivers and contingent deferred sales
charge ("CDSC"), or back-end sales charge, waivers) and discounts, which may
differ from those disclosed elsewhere in this fund's prospectus or statement of
additional information.



                                       86



FRONT-END SALES CHARGE* WAIVERS ON CLASS A SHARES AVAILABLE AT JANNEY


o Shares purchased through reinvestment of capital gains distributions and
  dividend reinvestment when purchasing shares of the same fund (but not any
  other fund within the fund family).


o Shares purchased by employees and registered representatives of Janney or its
  affiliates and their family members as designated by Janney.


o Shares purchased from the proceeds of redemptions within the same fund
  family, provided (1) the repurchase occurs within ninety (90) days following
  the redemption, (2) the redemption and purchase occur in the same account,
  and (3) redeemed shares were subject to a front-end or deferred sales load
  (i.e., right of reinstatement).


o Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans,
  employer-sponsored 403(b) plans, profit sharing and money purchase pension
  plans and defined benefit plans). For purposes of this provision,
  employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs,
  SAR-SEPs or Keogh plans.
o Shares acquired through a right of reinstatement.


o Class C shares that are no longer subject to a contingent deferred sales
  charge and are converted to Class A shares of the same fund pursuant to
  Janney's policies and procedures.

CDSC WAIVERS ON CLASS A AND C SHARES AVAILABLE AT JANNEY
o Shares sold upon the death or disability of the shareholder.


o Shares sold as part of a systematic withdrawal plan as described in the
  fund's prospectus.


o Shares purchased in connection with a return of excess contributions from an
  IRA account.


o Shares sold as part of a required minimum distribution for IRA and retirement
  accounts if the redemption is taken in or after the year the shareholder
  reaches qualified age based on applicable IRS regulations


o Shares sold to pay Janney fees but only if the transaction is initiated by
  Janney.
o Shares acquired through a right of reinstatement.
o Shares exchanged into the same share class of a different fund.

FRONT-END SALES CHARGE* DISCOUNTS AVAILABLE AT JANNEY: BREAKPOINTS, RIGHTS OF
ACCUMULATION, AND/OR LETTERS OF INTENT
o Breakpoints as described in the fund's prospectus.


o Rights of accumulation ("ROA"), which entitle shareholders to breakpoint
  discounts, will be automatically calculated based on the aggregated holding



87


Intermediary defined sales charge waiver policies


  of fund family assets held by accounts within the purchaser's household at
  Janney. Eligible fund family assets not held at Janney may be included in
  the ROA calculation only if the shareholder notifies his or her financial
  advisor about such assets.


o Letters of intent which allow for breakpoint discounts based on anticipated
  purchases within a fund family, over a 13-month time period. Eligible fund
  family assets not held at Janney Montgomery Scott may be included in the
  calculation of letters of intent only if the shareholder notifies his or her
  financial advisor about such assets.

*Also referred to as an "initial sales charge."



MERRILL LYNCH

The availability of certain sales charge waivers and discounts will depend on
whether you purchase your shares directly from the fund or through a financial
intermediary. Intermediaries may have different policies and procedures
regarding the availability of front-end sales charge waivers or contingent
deferred (back-end) sales charge ("CDSC") waivers, which are discussed below.
In all instances, it is the purchaser's responsibility to notify the fund or
the purchaser's financial intermediary at the time of purchase of any
relationship or other facts qualifying the purchaser for sales charge waivers
or discounts. For waivers and discounts not available through a particular
intermediary, shareholders will have to purchase fund shares directly from the
fund or through another intermediary to receive these waivers or discounts.

Shareholders purchasing fund shares through a Merrill Lynch platform or account
will be eligible only for the following sales charge waivers (front-end sales
charge waivers and contingent deferred or back-end, sales charge waivers) and
discounts, which may differ from those disclosed elsewhere in this fund's
prospectus or statement of additional information.


FRONT-END SALES CHARGE WAIVERS ON CLASS A SHARES AVAILABLE AT MERRILL LYNCH
o Employer-sponsored retirement, deferred compensation and employee benefit
  plans (including health savings accounts) and trusts used to fund those
  plans, provided that the shares are not held in a commission-based brokerage
  account and shares are held for the benefit of the plan


o Shares purchased by a 529 Plan (does not include 529 Plan units or
  529-specific share classes or equivalents)



                                       88


o Shares purchased through a Merrill Lynch affiliated investment advisory
  program

o Shares exchanged due to the holdings moving from a Merrill Lynch affiliated
  investment advisory program to a Merrill Lynch brokerage (non-advisory)
  account pursuant to Merrill Lynch's policies relating to sales charge
  discounts and waivers

o Shares purchased by third party investment advisors on behalf of their
  advisory clients through Merrill Lynch's platform
o Shares of funds purchased through the Merrill Edge Self-Directed platform (if
  applicable)
o Shares purchased through reinvestment of capital gains distributions and
  dividend reinvestment when purchasing shares of the same fund (but not any
  other fund within the fund family)

o Shares exchanged from Class C (i.e. level-load) shares of the same fund
  pursuant to Merrill Lynch's policies relating to sales charge discounts and
  waivers

o Employees and registered representatives of Merrill Lynch or its affiliates
  and their family members

o Directors or Trustees of the fund, and employees of the fund's investment
  adviser or any of its affiliates, as described in this prospectus


o Eligible shares purchased from the proceeds of redemptions within the same
  fund family, provided (1) the repurchase occurs within 90 days following the
  redemption, (2) the redemption and purchase occur in the same account, and
  (3) redeemed shares were subject to a front-end or deferred sales charge
  (known as Rights of Reinstatement). Automated transactions (i.e. systematic
  purchases and withdrawals) and purchases made after shares are automatically
  sold to pay Merrill Lynch's account maintenance fees are not eligible for
  reinstatement.



CDSC WAIVERS ON CLASS A AND C SHARES AVAILABLE AT MERRILL LYNCH
o Death or disability of the shareholder
o Shares sold as part of a systematic withdrawal plan as described in the
  fund's prospectus
o Return of excess contributions from an IRA Account

o Shares sold as part of a required minimum distribution for IRA and retirement
  accounts pursuant to the Internal Revenue Code

o Shares sold to pay Merrill Lynch fees but only if the transaction is
  initiated by Merrill Lynch
o Shares acquired through a right of reinstatement

                                       89


Intermediary defined sales charge waiver policies

o Shares held in retirement brokerage accounts, that are exchanged for a lower
  cost share class due to transfer to certain fee based accounts or platforms
  (applicable to Class A and C shares only)

o Shares received through an exchange due to the holdings moving from a Merrill
  Lynch affiliated investment advisory program to a Merrill Lynch brokerage
  (non-advisory) account pursuant to Merrill Lynch's policies relating to
  sales charge discounts and waivers


FRONT-END SALES CHARGE DISCOUNTS AVAILABLE AT MERRILL LYNCH: BREAKPOINTS,
RIGHTS OF ACCUMULATION AND LETTERS OF INTENT

o Breakpoints as described in this prospectus.

o Rights of Accumulation (ROA), which entitle shareholders to breakpoint
  discounts as described in the fund's prospectus will be automatically
  calculated based on the aggregated holding of fund family assets held by
  accounts (including 529 program holdings, where applicable) within the
  purchaser's household at Merrill Lynch. Eligible fund family assets not held
  at Merrill Lynch may be included in the ROA calculation only if the
  shareholder notifies his or her financial advisor about such assets
o Letters of Intent (LOI) which allow for breakpoint discounts based on
  anticipated purchases within a fund family, through Merrill Lynch, over a
  13-month period of time (if applicable)



MORGAN STANLEY
Effective July 1, 2018, shareholders purchasing fund shares through a Morgan
Stanley Wealth Management transactional brokerage account will be eligible only
for the following front-end sales charge waivers with respect to Class A
shares, which may differ from and may be more limited than those disclosed
elsewhere in this fund's prospectus or statement of additional information.

FRONT-END SALES CHARGE WAIVERS ON CLASS A SHARES AVAILABLE AT MORGAN STANLEY
WEALTH MANAGEMENT
o Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans,
  employer-sponsored 403(b) plans, profit sharing and money purchase pension
  plans and defined benefit plans). For purposes of this provision,
  employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs,
  SAR-SEPs or Keogh plans
o Morgan Stanley employee and employee-related accounts according to Morgan
  Stanley's account linking rules
o Shares purchased through reinvestment of dividends and capital gains
  distributions when purchasing shares of the same fund


                                       90


o Shares purchased through a Morgan Stanley self-directed brokerage account
o Class C (i.e., level-load) shares that are no longer subject to a contingent
  deferred sales charge and are converted to Class A shares of the same fund
  pursuant to Morgan Stanley Wealth Management's share class conversion
  program
o Shares purchased from the proceeds of redemptions within the same fund
  family, provided (1) the repurchase occurs within 90 days following the
  redemption, (2) the redemption and purchase occur in the same account, and
  (3) redeemed shares were subject to a front-end or deferred sales charge.


RAYMOND JAMES



RAYMOND JAMES & ASSOCIATES, INC., RAYMOND JAMES FINANCIAL SERVICES, INC., AND
EACH ENTITY'S AFFILIATES ("RAYMOND JAMES")
Effective March 1, 2019, shareholders purchasing fund shares through a Raymond
James platform or account, or through an introducing broker-dealer or
independent registered investment adviser for which Raymond James provides
trade execution, clearance, and/or custody services, will be eligible only for
the following load waivers (front-end sales charge waivers and contingent
deferred, or back-end, sales charge waivers) and discounts, which may differ
from those disclosed elsewhere in this fund's prospectus or SAI.



FRONT-END SALES LOAD WAIVERS ON CLASS A SHARES AVAILABLE AT RAYMOND JAMES
o Shares purchased in an investment advisory program.

o Shares purchased within the same fund family through a systematic
  reinvestment of capital gains and dividend distributions.

o Employees and registered representatives of Raymond James or its affiliates
  and their family members as designated by Raymond James.
o Shares purchased from the proceeds of redemptions within the same fund
  family, provided (1) the repurchase occurs within 90 days following the
  redemption, (2) the redemption and purchase occur in the same account, and
  (3) redeemed shares were subject to a front-end or deferred sales load
  (known as rights of reinstatement).
o A shareholder in the fund's Class C shares will have their shares converted
  at net asset value to Class A shares (or the appropriate share class) of the
  fund if the shares are no longer subject to a CDSC and the conversion is in
  line with the policies and procedures of Raymond James.


                                       91


Intermediary defined sales charge waiver policies

CDSC WAIVERS ON CLASS A AND CLASS C SHARES AVAILABLE AT RAYMOND JAMES
o Death or disability of the shareholder.
o Shares sold as part of a systematic withdrawal plan as described in the
  fund's prospectus.
o Return of excess contributions from an IRA Account.

o Shares sold as part of a required minimum distribution for IRA and retirement
  accounts due to the shareholder reaching the qualified age based on
  applicable IRS regulations as described in the fund's prospectus.

o Shares sold to pay Raymond James fees but only if the transaction is
  initiated by Raymond James.
o Shares acquired through a right of reinstatement.



FRONT-END LOAD DISCOUNTS AVAILABLE AT RAYMOND JAMES: BREAKPOINTS, RIGHTS OF
ACCUMULATION AND/OR LETTERS OF INTENT

o Breakpoints as described in this prospectus.

o Rights of accumulation which entitle shareholders to breakpoint discounts
  will be automatically calculated based on the aggregated holding of fund
  family assets held by accounts within the purchaser's household at Raymond
  James. Eligible fund family assets not held at Raymond James may be included
  in the calculation of rights of accumulation calculation only if the
  shareholder notifies his or her financial advisor about such assets.


o Letters of intent which allow for breakpoint discounts based on anticipated
  purchases within a fund family, over a 13-month time period. Eligible fund
  family assets not held at Raymond James may be included in the calculation
  of letters of intent only if the shareholder notifies his or her financial
  advisor about such assets.



                                       92


Pioneer
Mid Cap Value Fund

YOU CAN OBTAIN MORE FREE INFORMATION about the fund from your investment firm
or by writing to Pioneer Funds, 60 State Street, Boston, Massachusetts 02109.
You may also call 1-800-225-6292 for more information about the fund, to
request copies of the fund's statement of additional information and shareowner
reports, and to make other inquiries.


VISIT OUR WEBSITE
us.amundipioneer.com

The fund makes available the statement of additional information and shareowner
reports, free of charge, on the fund's website at us.amundipioneer.com. You
also may find other information and updates about Amundi Pioneer and the fund,
including fund performance information and the fund's most recent net asset
value, on the fund's website.


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.


The statement of additional information, dated March 1, 2020, as may be amended
from time to time, and filed with the Securities and Exchange Commission, is
incorporated by reference into this prospectus.


The fund's shareowner reports, prospectus and statement of additional
information are available on the Securities and Exchange Commission's EDGAR
database on the Commission's Internet site at https://www.sec.gov. Copies of
this information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov.

(Investment Company Act file no. 811-06106)
 



(GRAPHIC APPEARS HERE)


                               
 
AMUNDI PIONEER DISTRIBUTOR, INC.
60 STATE STREET                                                      18775-17-0320
BOSTON, MA 02109                  (Copyright)2020 Amundi Pioneer Distributor, Inc.
US.AMUNDIPIONEER.COM                                                   Member SIPC











(GRAPHIC APPEARS HERE)




Amundi Pioneer Asset Management, Inc.
60 State Street
Boston, MA 02109
us.amundipioneer.com














This is not part of the prospectus.





18775-17-0320
(Copyright)2020 Amundi Pioneer Distributor, Inc.

Underwriter of Pioneer mutual funds
Member SIPC
 



PIONEER MID CAP VALUE FUND
--------------------------------------------------------------------------------
60 State Street

Boston, Massachusetts 02109
                                                         CLASS A SHARES (PCGRX)
                                                         CLASS C SHARES (PCCGX)
                                                         CLASS K SHARES (PMCKX)
                                                         CLASS R SHARES (PCMRX)
                                                         CLASS Y SHARES (PYCGX)


                      Statement of Additional Information

                                 March 1, 2020

This statement of additional information is not a prospectus. It should be read
in conjunction with the fund's Class A, Class C, Class K, Class R and Class Y
shares prospectus dated March 1, 2020, as supplemented or revised from time to
time. A copy of the prospectus can be obtained free of charge by calling the
fund at 1-800-225-6292 or by written request to the fund at 60 State Street,
Boston, Massachusetts 02109. You can also obtain a copy of the prospectus from
our website at: us.amundipioneer.com. The fund's financial statements for the
fiscal year ended October 31, 2019, including the independent registered public
accounting firm's report thereon, are incorporated into this statement of
additional information by reference.


                            CONTENTS




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



                                                                      PAGE
                                                               
   
   
   
   1.    Fund history...............................................    1
   2.    Investment policies, risks and restrictions................    1
   3.    Trustees and officers......................................   31
   4.    Investment adviser.........................................   40
   5.    Principal underwriter and distribution plan................   45
   6.    Shareholder servicing/transfer agent.......................   48
   7.    Custodian and sub-administrator............................   48
   8.    Independent registered public accounting firm..............   48
   9.    Portfolio management.......................................   48
  10.    Portfolio transactions.....................................   51
  11.    Description of shares......................................   52
  12.    Sales charges..............................................   56
  13.    Redeeming shares...........................................   62
  14.    Telephone and online transactions..........................   63
  15.    Pricing of shares..........................................   64
  16.    Tax status.................................................   65
  17.    Financial statements.......................................   73
  18.    Annual fee, expense and other information..................   73
  19.    Appendix A - Description of short-term debt, corporate bond
         and preferred stock ratings//..............................   78
  20.    Appendix B - Proxy voting policies and procedures..........   82








(GRAPHIC APPEARS HERE)


 
 




1. FUND HISTORY


The fund is a diversified open-end management investment company. The fund is a
series of Pioneer Mid Cap Value Fund (the "Trust"). The fund was originally
organized as a series of Pioneer Growth Trust, a Massachusetts business trust,
on April 7, 1990. It was reorganized as a Delaware statutory trust on June 30,
1998. Prior to February 28, 2000, the fund's name was "Pioneer Capital Growth
Fund." Prior to February 27, 2002, the fund's name was "Pioneer Mid-Cap Value
Fund." Amundi Pioneer Asset Management Inc. ("Amundi Pioneer") is the fund's
investment adviser.


2. INVESTMENT POLICIES, RISKS AND RESTRICTIONS

The prospectus presents the investment objective and the principal investment
strategies and risks of the fund. This section supplements the disclosure in
the fund's prospectus 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.


EQUITY SECURITIES AND RELATED INVESTMENTS


INVESTMENTS IN EQUITY SECURITIES
Equity securities, such as common stock, generally represent an ownership
interest in a company. While equity securities have historically generated
higher average returns than fixed income securities, equity securities have
also experienced significantly more volatility in those returns. An adverse
event, such as an unfavorable earnings report, may depress the value of a
particular equity security held by the fund. Also, the prices of equity
securities, particularly common stocks, are sensitive to general movements in
the stock market. A drop in the stock market may depress the price of equity
securities held by the fund.


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

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

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


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


1


Preferred stocks may differ in many of their provisions. Among the features
that differentiate preferred stocks from one another are the dividend rights,
which may be cumulative or noncumulative and participating or
non-participating, redemption provisions, and voting rights. Such features will
establish the income return and may affect the prospects for capital
appreciation or risks of capital loss.

The market prices of preferred stocks are subject to changes in interest rates
and are more sensitive to changes in an issuer's creditworthiness than are the
prices of debt securities. Shareholders of preferred stock may suffer a loss of
value if dividends are not paid. Under ordinary circumstances, preferred stock
does not carry voting rights.


INVESTMENTS IN INITIAL PUBLIC OFFERINGS
Companies involved in initial public offering (IPOs) generally have limited
operating histories, and prospects for future profitability are uncertain.
market for IPO issuers has been volatile, and share prices of newly public
companies have fluctuated significantly over short periods of time. Further,
stocks of newly-public companies may decline shortly after the IPO. There is no
assurance that the fund will have access to IPOs. The purchase of IPO shares
may involve high transaction costs. Because of the price volatility of IPO
shares, the fund may choose to hold IPO shares for a very short period of time.
This may increase the turnover of the portfolio and may lead to increased
expenses to the fund, such as commissions and transaction costs. The market for
IPO shares can be speculative and/or inactive for extended periods of time.
There may be only a limited number of shares available for trading. The limited
number of shares available for trading in some IPOs may also make it more
difficult for the fund to buy or sell significant amounts of shares without an
unfavorable impact on prevailing prices.


NON-U.S. INVESTMENTS


EQUITY SECURITIES OF NON-U.S. ISSUERS
The fund may invest in equity securities of non-U.S. issuers, including
American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"),
Global Depositary Receipts ("GDRs") and other similar instruments.


DEBT OBLIGATIONS OF NON-U.S. GOVERNMENTS
The fund may invest in all types of debt obligations of non-U.S. governments.
An investment in debt obligations of non-U.S. governments and their political
subdivisions (sovereign debt) involves special risks that are not present in
corporate debt obligations. The non-U.S. issuer of the sovereign debt or the
non-U.S. governmental authorities that control the repayment of the debt may be
unable or unwilling to repay principal or interest when due, and the fund may
have limited recourse in the event of a default. As a sovereign entity, the
issuing government may be immune from lawsuits in the event of its failure or
refusal to pay the obligations when due. During periods of economic
uncertainty, the values of sovereign debt and of securities of issuers that
purchase sovereign debt may be more volatile than prices of debt obligations of
U.S. issuers. In the past, certain non-U.S. countries have encountered
difficulties in servicing their debt obligations, withheld payments of
principal and interest, declared moratoria on the payment of principal and
interest on their sovereign debt, or restructured their debt to effectively
eliminate portions of it, and similar occurrences may happen in the future.
There is no bankruptcy proceeding by which sovereign debt on which governmental
entities have defaulted may be collected in whole or in part.

A sovereign debtor's willingness or ability to repay principal and pay interest
in a timely manner may be affected by, among other factors, its cash flow
situation, the extent of its foreign currency reserves, the availability of
sufficient foreign exchange, the relative size of the debt service burden, the
sovereign debtor's policy toward its principal international lenders and local
political constraints. Sovereign debtors may also be dependent on disbursements
or assistance from non-U.S. governments, multinational agencies and other
entities to reduce principal and interest arrearages on their debt. Assistance
may be dependent on a country's implementation of austerity measures and
reforms, which measures may limit or be perceived to limit economic growth and
recovery. The failure of a sovereign debtor to implement economic reforms,


2


achieve specified levels of economic performance or repay principal or interest
when due may result in the cancellation of third-party commitments to lend
funds to the sovereign debtor, which may further impair such debtor's ability
or willingness to service its debts.

EURODOLLAR INSTRUMENTS AND SAMURAI AND YANKEE BONDS. The fund may invest in
Eurodollar instruments and Samurai and Yankee bonds. Eurodollar instruments are
bonds of corporate and government issuers that pay interest and principal in
U.S. dollars but are issued in markets outside the United States, primarily in
Europe. Samurai bonds are yen-denominated bonds sold in Japan by non-Japanese
issuers. Yankee bonds are U.S. dollar denominated bonds typically issued in the
U.S. by non-U.S. governments and their agencies and non-U.S. banks and
corporations. The fund may also invest in Eurodollar Certificates of Deposit
("ECDs"), Eurodollar Time Deposits ("ETDs") and Yankee Certificates of Deposit
("Yankee CDs"). ECDs are U.S. dollar-denominated certificates of deposit issued
by non-U.S. branches of domestic banks; ETDs are U.S. dollar-denominated
deposits in a non-U.S. branch of a U.S. bank or in a non-U.S. bank; and Yankee
CDs are U.S. dollar-denominated certificates of deposit issued by a U.S. branch
of a non-U.S. bank and held in the U.S. These investments involve risks that
are different from investments in securities issued by U.S. issuers, including
potential unfavorable political and economic developments, non-U.S. withholding
or other taxes, seizure of non-U.S. deposits, currency controls, interest
limitations or other governmental restrictions which might affect payment of
principal or interest.

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

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

ECONOMIC, POLITICAL AND SOCIAL FACTORS. Certain countries, including emerging
markets, may be subject to a greater degree of economic, political and social
instability than in the U.S. and Western European countries. Such instability
may result from, among other things: (i) authoritarian governments or military
involvement in political and economic decision making; (ii) popular unrest
associated with demands for improved economic, political and social conditions;
(iii) internal insurgencies; (iv) hostile relations with neighboring countries;
and (v) ethnic, religious and racial conflict. Such economic, political and
social


3


instability could significantly disrupt the financial markets in such countries
and the ability of the issuers in such countries to repay their obligations. À
addition, it may be difficult for the fund to pursue claims against a foreign
issuer in the courts of a foreign country. Investing in emerging market
countries also involves the risk of expropriation, nationalization,
confiscation of assets and property or the imposition of restrictions on
foreign investments and on repatriation of capital invested. In the event of
such expropriation, nationalization or other confiscation in any emerging
country, the fund could lose its entire investment in that country.

Sanctions or other government actions against a foreign nation could negatively
impact the fund's investments in securities that have exposure to that nation.

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

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

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

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


A number of countries in Europe have experienced severe economic and financial
difficulties. Many non-governmental issuers, and even certain governments, have
defaulted on, or been forced to restructure, their debts; many other issuers
have faced difficulties obtaining credit or refinancing existing obligations;
financial institutions have in many cases required government or central bank
support, have needed to raise capital, and/or have been impaired in their
ability to extend credit; and financial markets in Europe and elsewhere have
experienced extreme volatility and declines in asset values and liquidity.
These difficulties may continue, worsen or spread within and beyond Europe.
Responses to the financial problems by European governments, central banks and
others, including austerity measures and reforms, may not work, may result in
social unrest and may limit future growth and economic recovery or have other
unintended consequences. Further defaults or restructurings by governments and
others of their debt could have additional adverse effects on economies,
financial markets and asset valuations around the world. On January 31, 2020,
the United Kingdom withdrew from the European Union. Given the size and
importance of the United Kingdom's economy, uncertainty about its relationship
with the remaining member states of the European Union may continue to be a
source of instability. Moreover, other countries may seek to withdraw from the
European Union and/or abandon the euro, the common currency of the European
L'Union. A number of countries in Europe have suffered terror attacks, and
additional attacks may occur in the future. The Ukraine has experienced ongoing
military conflict; this conflict may expand and military conflicts could
potentially occur elsewhere in Europe. Europe has also been struggling with
mass migration from the Middle East and Africa. The ultimate effects of these
events and other socio-political or geopolitical issues are not known but could
profoundly



                                       4


affect global economies and markets. Whether or not the fund invests in
securities of issuers located in Europe or with significant exposure to
European issuers or countries, these events could negatively affect the value
and liquidity of the fund's investments due to the interconnected nature of the
global economy and capital markets.

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

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

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


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

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

For purposes of the fund's investment policies, investments in ADRs, EDRs, GDRs
and similar instruments will be deemed to be investments in the underlying
equity securities of non-U.S. issuers. The fund may acquire depositary receipts
from banks that do not have a contractual relationship with the issuer of the
security underlying the depositary receipt to issue and secure such depositary
receipt. To the extent the fund invests in such unsponsored depositary receipts
there may be an increased possibility that the fund may not become aware of
events affecting the underlying security and thus the value of the related
depositary receipt. In addition, voting rights or other shareholder rights or
benefits (i.e., rights offerings) which may be associated with the security
underlying the depositary receipt may not inure to the benefit of the holder of
such depositary receipt. The prices of unsponsored depositary receipts may be
more volatile than if such instruments were sponsored by the issuer.
Unsponsored depositary receipts may involve higher expenses and may be less
liquid.


5


FOREIGN CURRENCY TRANSACTIONS
The fund may engage in foreign currency transactions. These transactions may be
conducted at the prevailing spot rate for purchasing or selling currency in the
foreign exchange market. The fund also may enter into forward foreign currency
exchange contracts, which are contractual agreements to purchase or sell a
specified currency at a specified future date and price set at the time of the
contract.

The fund may enter into forward foreign currency exchange contracts involving
currencies of the different countries in which the fund invests as a hedge
against possible variations in the foreign exchange rates between these
currencies and the U.S. dollar. Transaction hedging is the purchase or sale of
forward foreign currency contracts with respect to specific receivables or
payables of the fund, accrued in connection with the purchase and sale of its
portfolio securities quoted in foreign currencies. Portfolio hedging is the use
of forward foreign currency contracts to offset portfolio security positions
denominated or quoted in such foreign currencies. There is no guarantee that
the fund will be engaged in hedging activities when adverse exchange rate
movements occur or that its hedging activities will be successful. The fund
will not attempt to hedge all of its foreign portfolio positions and will enter
into such transactions only to the extent, if any, deemed appropriate by Amundi
Pioneer.

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

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

The fund may use forward currency exchange contracts to reduce or gain exposure
to a currency. To the extent the fund gains exposure to a currency through
these instruments, the resulting exposure may exceed the value of securities
denominated in that currency held by the fund. For example, where the fund's
security selection has resulted in an overweight or underweight exposure to a
particular currency relative to the fund's benchmark, the fund may seek to
adjust currency exposure using forward currency exchange contracts.

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

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

While the fund may benefit from foreign currency transactions, unanticipated
changes in currency prices may result in a poorer overall performance for the
fund than if it had not engaged in any such transactions. Moreover, there may
be imperfect correlation between the portfolio holdings of securities quoted or
denominated


                                       6


in a particular currency and forward contracts entered into by the fund. Such
imperfect correlation may cause the fund to sustain losses which will prevent
the fund from achieving a complete hedge or expose the fund to risk of foreign
exchange loss.

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

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


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

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

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

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


7e


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

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

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

The fund may purchase and write over-the-counter options. Trading in
over-the-counter options is subject to the risk that the other party will be
unable or unwilling to close out options purchased or written by the fund.


INVESTMENTS IN EMERGING MARKETS. The fund may invest in securities of issuers
in countries with emerging economies or securities markets. The fund considers
emerging market issuers to include: issuers organized under the laws of an
emerging market country, issuers with a principal office in an emerging market
country, issuers whose equity securities are traded principally in an emerging
market country, issuers that derive at least 50% of their gross revenues or
profits from goods or services produced in emerging market countries or sales
made in emerging market countries, or issuers that have at least 50% of their
assets in emerging market countries. Emerging economies or securities markets
will generally include, but not be limited to, countries included in the Morgan
Stanley Capital International (MSCI) Emerging + Frontier Markets Index.
fund will generally focus on emerging markets that do not impose unusual
trading requirements which tend to restrict the flow of investments. À
addition, the fund may invest in unquoted securities of emerging market
issuers.



NATURAL DISASTERS
Certain areas of the world, including areas within the United States,
historically have been prone to natural disasters, such as hurricanes,
earthquakes, typhoons, flooding, tidal waves, tsunamis, erupting volcanoes,
wildfires or droughts. Such disasters, and the resulting damage, could have a
significant adverse impact on the economies of those areas and on the ability
of issuers in which the fund invests to conduct their businesses, and thus on
the investments made by the fund in such geographic areas and/or issuers.
Adverse weather conditions could have a significant adverse impact on issuers
in the agricultural sector and on insurance companies that insure against the
impact of natural disasters.


                                       8


CYBERSECURITY ISSUES
With the increased use of technologies such as the Internet to conduct
business, the fund is susceptible to operational, information security and
related risks. In general, cyber incidents can result from deliberate attacks
or unintentional events. Cyber attacks include, but are not limited to,
attempts to gain unauthorized access to digital systems (e.g., through
"hacking" or malicious software coding) for purposes of misappropriating assets
or sensitive information, corrupting data, denying access, or causing other
operational disruption. Cyber attacks may also be carried out in a manner that
does not require gaining unauthorized access, such as causing denial-of-service
attacks on websites (i.e., efforts to make network services unavailable to
intended users). The fund's service providers regularly experience such
attempts, and expect they will continue to do so. The fund is unable to predict
how any such attempt, if successful, may affect the fund and its shareholders.
While the fund's adviser has established business continuity plans in the event
of, and risk management systems to prevent, limit or mitigate, such cyber
attacks, there are inherent limitations in such plans and systems including the
possibility that certain risks have not been identified. Furthermore, the fund
cannot control the cybersecurity plans and systems put in place by service
providers to the fund such as Brown Brothers Harriman, the fund's custodian and
accounting agent, and DST Asset Manager Solutions, Inc., the fund's transfer
agent. In addition, many beneficial owners of fund shares hold them through
accounts at broker-dealers, retirement platforms and other financial market
participants over which neither the fund nor Amundi Pioneer exercises control.
Each of these may in turn rely on service providers to them, which are also
subject to the risk of cyber attacks. Cybersecurity failures or breaches at
Amundi Pioneer or the fund's service providers or intermediaries have the
ability to cause disruptions and impact business operations potentially
resulting in financial losses, interference with the fund's ability to
calculate its NAV, impediments to trading, the inability of fund shareholders
to effect share purchases, redemptions or exchanges or receive distributions,
loss of or unauthorized access to private shareholder information and
violations of applicable privacy and other laws, regulatory fines, penalties,
reputational damage, or additional compliance costs. Such costs and losses may
not be covered under any insurance. In addition, maintaining vigilance against
cyber attacks may involve substantial costs over time, and system enhancements
may themselves be subject to cyber attacks.


INVESTMENT COMPANY SECURITIES AND REAL ESTATE INVESTMENT TRUSTS


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") and the rules thereunder. Investing in other
investment companies subjects the fund to the risks of investing in the
underlying securities held by those investment companies. 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
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' Automated
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
Standard & Poor's 500 Stock Index (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


                                       9


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. Many ETFs have received exemptive orders issued by the
Securities and Exchange Commission that would permit the fund to invest in
those ETFs beyond the limitations applicable to other investment companies,
subject to certain terms and conditions. Some ETFs are not structured as
investment companies and thus are not regulated under the 1940 Act.

Certain ETFs, including leveraged ETFs and inverse ETFs, may have embedded
leverage. Leveraged ETFs seek to multiply the return of the tracked index
(e.g., twice the return) by using various forms of derivative transactions.
Inverse ETFs seek to negatively correlate with the performance of a particular
index by using various forms of derivative transactions, including by
short-selling the underlying index. An investment in an inverse ETF will
decrease in value when the value of the underlying index rises. By investing in
leveraged ETFs or inverse ETFs, the fund can commit fewer assets to the
investment in the securities represented on the index than would otherwise be
required.

Leveraged ETFs and inverse ETFs present all of the risks that regular ETFs
present. In addition, leveraged ETFs and inverse ETFs determine their return
over a specific, pre-set time period, typically daily, and, as a result, there
is no guarantee that the ETF's actual long term returns will be equal to the
daily return that the fund seeks to achieve. For example, on a long-term basis
(e.g., a period of 6 months or a year), the return of a leveraged ETF may in
fact be considerably less than two times the long-term return of the tracked
index. Furthermore, because leveraged ETFs and inverse ETFs achieve their
results by using derivative instruments, they are subject to the risks
associated with derivative transactions, including the risk that the value of
the derivatives may rise or fall more rapidly than other investments, thereby
causing the ETF to lose money and, consequently, the value of the fund's
investment to decrease. Investing in derivative instruments also involves the
risk that other parties to the derivative contract may fail to meet their
obligations, which could cause losses to the ETF. Short sales in particular are
subject to the risk that, if the price of the security sold short increases,
the inverse ETF may have to cover its short position at a higher price than the
short sale price, resulting in a loss to the inverse ETF and, indirectly, to
the fund. An ETF's use of these techniques will make the fund's investment in
the ETF more volatile than if the fund were to invest directly in the
securities underlying the tracked index, or in an ETF that does not use
leverage or derivative instruments. However, by investing in a leveraged ETF or
an inverse ETF rather than directly purchasing and/or selling derivative
instruments, the fund will limit its potential loss solely to the amount
actually invested in the ETF (that is, the fund will not lose more than the
principal amount invested in the ETF).


REAL ESTATE INVESTMENT TRUSTS ("REITS")
The fund may invest in REITs. REITs are companies that invest primarily in
income producing real estate or real estate-related loans or interests. Risks
associated with investments in REITs and other equity securities of real estate
industry issuers may include:

o The U.S. or a local real estate market declines due to adverse economic
  conditions, foreclosures, overbuilding and high vacancy rates, reduced or
  regulated rents or other causes

o Interest rates go up. Rising interest rates can adversely affect the
  availability and cost of financing for property acquisitions and other
  purposes and reduce the value of a REIT's fixed income investments

o The values of properties owned by a REIT or the prospects of other real
  estate industry issuers may be hurt by property tax increases, zoning
  changes, other governmental actions, environmental liabilities, natural
  disasters or increased operating expenses

o A REIT in the fund's portfolio is, or is perceived by the market to be,
  poorly managed

o If the fund's real estate related investments are concentrated in one
  geographic area or property type, the fund will be particularly subject to
  the risks associated with that area or property type

REITs are generally classified as equity REITs, mortgage REITs or a combination
of equity and mortgage REITs (known as hybrid REITs). Equity REITs invest the
majority of their assets directly in real property and derive income primarily
from the collection of rents. Equity REITs can also realize capital gains by
selling


10e


properties that have appreciated in value. Mortgage REITs invest the majority
of their assets in real estate mortgages and similar real estate interests and
derive income primarily from the collection of interest payments. REITs are not
taxed on income distributed to shareholders provided they comply with the
applicable requirements of the Code. The fund will indirectly bear its
proportionate share of any management and other expenses paid by REITs in which
it invests in addition to the expenses paid by the fund. Such indirect expenses
are not reflected in the fee table or expense example in the fund's prospectus.
Debt securities issued by REITs are, for the most part, general and unsecured
obligations and are subject to risks associated with REITs.

Investing in REITs involves certain unique risks in addition to those risks
associated with investing in the real estate industry in general. An equity
REIT may be affected by changes in the value of the underlying properties owned
by the REIT. A mortgage REIT may be affected by changes in interest rates and
the ability of the issuers of its portfolio mortgages to repay their
obligations. Mortgage REITs are subject to the risks of default of the
mortgages or mortgage-related securities in which they invest, and REITs that
invest in so-called "sub-prime" mortgages are particularly subject to this
risk. REITs are dependent upon the skills of their managers and are not
diversified. REITs are generally dependent upon maintaining cash flows to repay
borrowings and to make distributions to shareholders and are subject to the
risk of default by lessees or borrowers. REITs are typically invested in a
limited number of projects or in a particular market segment or geographic
region. REITs whose underlying assets are concentrated in properties in one
geographic area or used by a particular industry, such as health care, will be
particularly subject to risks associated with such area or industry.

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

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

Many real estate companies, including REITs, utilize leverage (and some may be
highly leveraged), which increases investment risk and could adversely affect a
real estate company's operations and market value. Mortgage REITs tend to be
more leveraged than equity REITs. In addition, many mortgage REITs manage their
interest rate and credit risks through the use of derivatives and other hedging
techniques. In addition, capital to pay or refinance a REIT's debt may not be
available or reasonably priced. Financial covenants related to real estate
company leveraging may affect the company's ability to operate effectively.


DERIVATIVE INSTRUMENTS


DERIVATIVES
The fund may, but is not required to, use futures and options on securities,
indices and currencies, forward foreign currency exchange contracts and other
derivatives. A derivative is a security or instrument whose value is determined
by reference to the value or the change in value of one or more securities,
currencies, indices or other financial instruments. The fund may use
derivatives for a variety of purposes, including: in an attempt to hedge
against adverse changes in the market prices of securities, interest rates or
currency exchange rates; as a substitute for purchasing or selling securities;
to attempt to increase the fund's return as a non-hedging strategy that may be
considered speculative; to manage portfolio characteristics (for example, for
funds investing in securities denominated in non-U.S. currencies, a portfolio's
currency exposure,


                                       11


or, for funds investing in fixed income securities, a portfolio's duration or
credit quality); and as a cash flow management technique. The fund may choose
not to make use of derivatives for a variety of reasons, and any use may be
limited by applicable law and regulations.

Using derivatives exposes the fund to additional risks and may increase the
volatility of the fund's net asset value and may not provide the expected
result. Derivatives may have a leveraging effect on the portfolio. Leverage
generally magnifies the effect of a change in the value of an asset and creates
a risk of loss of value in a larger pool of assets than the fund would
otherwise have had. Therefore, using derivatives can disproportionately
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 assets, rate or index, the fund
may not fully benefit from, or could lose money on, or could experience
unusually high expenses as a result of, the derivative position. Derivatives
involve the risk of loss if the counterparty defaults on its obligation.
Certain derivatives may be less liquid, which may reduce the returns of the
fund if it cannot sell or terminate the derivative at an advantageous time or
price. The fund also may have to sell assets at inopportune times to satisfy
its obligations. The fund may not be able to purchase or sell a portfolio
security at a time that would otherwise be favorable for it to do so, or may
have to sell a portfolio security at a disadvantageous time or price to
maintain cover or to segregate securities in connection with its use of
derivatives. Some derivatives may involve the risk of improper valuation.
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.

Financial reform laws enacted after the financial crisis of 2008-2009, such as
the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank"),
are changing many aspects of financial regulation applicable to derivatives.
For instance, Dodd-Frank calls for the comprehensive regulation of swaps by the
Commodity Futures Trading Commission (the "CFTC") and the Securities and
Exchange Commission (the "SEC"). The CFTC and the SEC are in the process of
adopting and implementing new regulations applicable to these instruments,
including rules with respect to recordkeeping, reporting, business conduct,
relationship documentation, margin, collateral, clearing, and trade execution
exigences. In addition, Dodd-Frank requires the registration of certain
parties that deal or engage in substantial trading, execution or advisory
activities in the markets for swaps. The extent and impact of these regulations
are not yet fully known and may not be known for some time.

The fund's use of derivatives may be affected by other applicable laws and
regulations and may be subject to review by the SEC, the CFTC, exchange and
market authorities and other regulators in the United States and abroad.
fund's ability to use derivatives may be limited by tax considerations.

Certain derivatives transactions, including certain options, swaps, forward
contracts, and certain options on foreign currencies, are entered into directly
by the counterparties or through financial institutions acting as market makers
(OTC derivatives), rather than being traded on exchanges or in markets
registered with the CFTC or the SEC. Many of the protections afforded to
exchange participants will not be available to participants in OTC derivatives
transactions. For example, OTC derivatives transactions are not subject to the
guarantee of an exchange, and only OTC derivatives that are either required to
be cleared or submitted voluntarily for clearing to a clearinghouse will enjoy
all of the protections that central clearing provides against default by the
original counterparty to the trade. In an OTC derivatives transaction that is
not cleared, the fund bears the risk of default by its counterparty. In a
cleared derivatives transaction, the fund is instead exposed to the risk of
default of the clearinghouse and, to the extent the fund has posted any margin,
the risk of default of the broker through which it has entered into the
transaction. Information available on counterparty creditworthiness may be
incomplete or outdated, thus reducing the ability to anticipate counterparty
defaults.


                                       12


Derivatives involve operational risk. There may be incomplete or erroneous
documentation or inadequate collateral or margin, or transactions may fail to
settle. For derivatives not guaranteed by an exchange or clearinghouse, the
fund may have only contractual remedies in the event of a counterparty default,
and there may be delays, costs, or disagreements as to the meaning of
contractual terms and litigation in enforcing those remedies.

Swap contracts that are required to be cleared must be traded on a regulated
execution facility or contract market that makes them available for trading.
The establishment of a centralized exchange or market for swap transactions may
disrupt or limit the swap market and may not result in swaps being easier to
trade or value. Market-traded swaps may become more standardized, and the fund
may not be able to enter into swaps that meet its investment needs. The fund
also may not be able to find a clearinghouse willing to accept the swaps for
clearing. The new regulations may make using swaps more costly, may limit their
availability, or may otherwise adversely affect their value or performance.
Risks associated with the use of derivatives are magnified to the extent that a
large portion of the fund's assets are committed to derivatives in general or
are invested in just one or a few types of derivatives.


OPTIONS ON SECURITIES AND SECURITIES INDICES
The fund may purchase and write put and call options on any security in which
it may invest or options on any securities index based on securities in which
it may invest. The fund may also be able to enter into closing sale
transactions in order to realize gains or minimize losses on options it has
purchased.

WRITING CALL AND PUT OPTIONS ON SECURITIES. A call option written by the fund
obligates the fund to sell specified securities to the holder of the option at
a specified price if the option is exercised at any time before the expiration
date. The exercise price may differ from the market price of an underlying
security. The fund has the risk of loss that the price of an underlying
security may decline during the call period. The risk may be offset to some
extent by the premium the fund receives. If the value of the investment does
not rise above the call price, it's likely that the call will lapse without
being exercised. In that case, the fund would keep the cash premium and the
investment. All call options written by the fund are covered, which means that
the fund will own the securities subject to the options as long as the options
are outstanding, or the fund will use the other methods described below.
fund's purpose in writing covered call options is to realize greater income
than would be realized on portfolio securities transactions alone. However, the
fund may forgo the opportunity to profit from an increase in the market price
of the underlying security.

A put option written by the fund would obligate the fund to purchase specified
securities from the option holder at a specified price if the option is
exercised at any time before the expiration date. The fund has no control over
when it may be required to purchase the underlying securities. All put options
written by the fund would be covered, which means that the fund would have
segregated assets with a value at least equal to the exercise price of the put
option. The purpose of writing such options is to generate additional income
for the fund. However, in return for the option premium, the fund accepts the
risk that it may be required to purchase the underlying security at a price in
excess of its market value at the time of purchase.

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

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


                                       13


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

Index options are subject to the timing risk inherent in writing index options.
When an index option is exercised, the amount of cash that the holder is
entitled to receive is determined by the difference between the exercise price
and the closing index level on the date when the option is exercised. If a fund
has purchased an index option and exercises it before the closing index value
for that day is available, it runs the risk that the level of the underlying
index may subsequently change. If such a change causes the exercised option to
fall "out-of-the-money," the fund will be required to pay cash in an amount of
the difference between the closing index value and the exercise price of the
option.

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

The fund would normally purchase put options in anticipation of a decline in
the market value of securities in its portfolio ("protective puts") or in
securities in which it may invest. The purchase of a put option would entitle
the fund, in exchange for the premium paid, to sell specified securities at a
specified price during the option period. The purchase of protective puts is
designed to offset or hedge against a decline in the market value of the fund's
securities. Put options may also be purchased by the fund for the purpose of
affirmatively benefiting from a decline in the price of securities which it
does not own. The fund would ordinarily realize a gain if, during the option
period, the value of the underlying securities decreased below the exercise
price sufficiently to more than cover the premium and transaction costs;
otherwise the fund would realize either no gain or a loss on the purchase of
the put option. Gains and losses on the purchase of protective put options
would tend to be offset by countervailing changes in the value of the
underlying portfolio securities.

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

OPTIONS SPREADS AND STRADDLES. Option spread and straddle transactions require
a fund to purchase and/or write more than one option simultaneously. A fund may
engage in option spread transactions in which it purchases and writes put or
call options on the same underlying instrument, with the options having
different exercise prices and/or expiration dates.

A fund also may engage in option straddles, in which it purchases or sells
combinations of put and call options on the same instrument. A long straddle is
a combination of a call and a put option purchased on the same security where
the exercise price of the put is less than or equal to the exercise price of
the call. A short straddle is a combination of a call and a put written on the
same security where the exercise price of the put is less than or equal to the
exercise price of the call and where the same issue of security or currency is
considered cover for both the put and the call.

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


                                       14


Similarly, if the fund is unable to effect a closing sale transaction with
respect to options it has purchased, it will have to exercise the options in
order to realize any profit and will incur transaction costs upon the purchase
or sale of underlying securities.

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

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

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

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

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

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


FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS
The fund may purchase and sell various kinds of futures contracts, and purchase
and write (sell) call and put options on any of such futures contracts.
fund may enter into closing purchase and sale transactions with respect to any
futures contracts and options on futures contracts. The futures contracts may
be based on various securities (such as U.S. government securities), securities
indices, foreign currencies and other financial instruments and indices.
fund may invest in futures contracts based on the Chicago Board of


                                       15


Exchange Volatility Index ("VIX Futures"). The VIX is an index of market
sentiment derived from the S&P 500 option prices, and is designed to reflect
investors' consensus view of expected stock market volatility over future
periods. The fund will engage in futures and related options transactions for
bona fide hedging and non-hedging purposes as described below. Futures
contracts are traded in the U.S. on exchanges or boards of trade that are
licensed and regulated by the CFTC.

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

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

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

HEDGING STRATEGIES. Hedging, by use of futures contracts, seeks to establish
with more certainty the effective price, rate of return and currency exchange
rate on portfolio securities and securities that the fund owns or proposes to
acquire. The fund may, for example, take a "short" position in the futures
market by selling futures contracts in order to hedge against an anticipated
rise in interest rates or a decline in market prices or foreign currency rates
that would adversely affect the value of the fund's 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
securities. Similarly, the fund may sell futures contracts in a foreign
currency in which its portfolio securities are denominated or in one currency
to hedge against fluctuations in the value of securities denominated in a
different currency if there is an established historical pattern of correlation
between the two currencies. If, in the opinion of Amundi Pioneer, there is a
sufficient degree of correlation between price trends for the fund's securities
and futures contracts based on other financial instruments, securities indices
or other indices, the fund may also enter into such futures contracts as part
of its hedging strategies. Although under some circumstances prices of
securities in the portfolio may be more or less volatile than prices of such
futures contracts, Amundi 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 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 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.


16e


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

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

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

OTHER CONSIDERATIONS REGARDING FUTURES CONTRACTS. The fund will engage in
transactions in futures contracts and related options only to the extent such
transactions are consistent with the requirements of the Code for maintaining
its qualification as a regulated investment company for U.S. federal income tax
purposes.

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

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

If the fund were unable to liquidate a futures contract or an option on a
futures position due to the absence of a liquid secondary market, the
imposition of price limits or otherwise, it could incur substantial losses.
fund would continue to be subject to market risk with respect to the position.
In addition, except in the case of purchased options, the fund would continue
to be required to make daily variation margin payments and might be required to
maintain the position being hedged by the future or option or to maintain cash
or securities in a segregated account.


EQUITY SWAPS, CAPS, FLOORS AND COLLARS
The fund may enter into equity swaps, caps, floors and collars to hedge assets
or liabilities or to seek to increase total return. Equity swaps involve the
exchange by a fund with another party of their respective commitments to make
or receive payments based on notional equity securities. The purchase of an
equity cap entitles the purchaser, to the extent that the market value of a
specified equity security or benchmark


                                       17


exceeds a predetermined level, to receive payments of a contractually based
amount from the party selling the cap. The purchase of an equity floor entitles
the purchaser, to the extent that the market value of a specified equity
security or benchmark falls below a predetermined level, to receive payments of
a contractually based amount from the party selling the floor. A collar is a
combination of a cap and a floor that preserves a certain return within a
predetermined range of values. Investments in swaps, caps, floors and collars
are highly specialized activities which involve investment techniques and risks
different from those associated with ordinary portfolio transactions.
Investments in equity swaps, caps, floors and collars may be considered
speculative because they involve significant risk of loss. If Amundi Pioneer is
incorrect in its forecast of market values, these investments could negatively
impact the fund's performance. These investments also are subject to default
risk of the counterparty and may be less liquid than other portfolio
securities. Moreover, investments in swaps, caps, floors and collars may
involve greater transaction costs than investments in other equity securities.


FINANCIAL FUTURES AND OPTIONS TRANSACTIONS
Amundi Pioneer has claimed an exclusion from registration as a "commodity pool
operator" with respect to the fund under the Commodity Exchange Act (the
"CEA"), and, therefore, Amundi Pioneer will not, with respect to its management
of the fund, be subject to registration or regulation as a commodity pool
operator.

Under this exemption, the fund will remain limited in its ability to trade
instruments subject to the jurisdiction of the CFTC, including commodity
futures (which include futures on broad-based securities indexes and interest
rate futures), options on commodity futures and swaps. This limitation also
applies with respect to any indirect exposure that the fund may have to these
instruments through investments in other funds. Amundi Pioneer may have to rely
on representations from the underlying fund's manager about the amount (or
maximum permitted amount) of investment exposure that the underlying fund has
to instruments such as commodity futures, options on commodity futures and
swaps.

Under this exemption, the fund must satisfy one of the following two trading
limitations at all times: (1) the aggregate initial margin and premiums
required to establish the fund's positions in commodity futures, options on
commodity futures, swaps and other CFTC-regulated instruments may not exceed 5%
of the liquidation value of the fund's portfolio (after accounting for
unrealized profits and unrealized losses on any such investments); or (2) the
aggregate net notional value of such instruments, determined at the time the
most recent position was established, may not exceed 100% of the liquidation
value of the fund's portfolio (after accounting for unrealized profits and
unrealized losses on any such positions). The fund would not be required to
consider its exposure to such instruments if they were held for "bona fide
hedging" purposes, as such term is defined in the rules of the CFTC. In
addition to meeting one of the foregoing trading limitations, the fund may not
market itself as a commodity pool or otherwise as a vehicle for trading in the
markets for CFTC-regulated instruments.


DEBT SECURITIES AND RELATED INVESTMENTS


DEBT SECURITIES SELECTION
In selecting debt securities for the fund, Amundi Pioneer gives primary
consideration to the fund's investment objective, the attractiveness of the
market for debt securities given the outlook of Amundi Pioneer for the equity
markets and the fund's liquidity requirements. Once Amundi Pioneer determines
to allocate a portion of the fund's assets to debt securities, Amundi Pioneer
generally focuses on short-term instruments to provide liquidity and may invest
in a range of fixed income securities if the fund is investing in such
instruments for income or capital gains. Amundi Pioneer selects individual
securities based on broad economic factors and issuer-specific factors
including the terms of the securities (such as yields compared to U.S.
Treasuries or comparable issues), liquidity and rating, sector and issuer
diversification.


                                       18


DEBT SECURITIES RATING INFORMATION
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.

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

Below investment grade debt securities or comparable unrated securities are
commonly referred to as high yield bonds or "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 issuers of high
yield securities also may be more adversely affected than issuers of higher
rated securities by specific corporate or governmental developments. Such
securities may also be impacted by the issuers' inability to meet specific
projected business forecasts. The amount of high yield securities outstanding
has proliferated as an increasing number of issuers have used high yield
securities for corporate financing. 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. À
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 or to take other steps to protect its investment in an
issuer.

The secondary market for high yield securities is not usually 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, such as those recently prevailing, 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 and other 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
high yield 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.

High yield 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, high yield securities generally
involve greater risks of loss of income and principal than higher rated
securities.

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 changes the quality
rating assigned to one or more of the fund's portfolio securities, Amundi
Pioneer will consider if any action is appropriate in light of the fund's
investment objective and policies.


                                       19


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, Farm Service Agency,
Export-Import Bank of the U.S., Small Business Administration, Government
National Mortgage Association ("GNMA"), General Services Administration,
National 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 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 FNMA; or (iii) only the credit of the issuer. Such debt
securities are subject to the risk of default on the payment of interest and/or
principal, similar to debt of private issuers. The maximum potential liability
of some U.S. government securities may greatly exceed their current resources,
including any legal right to support from the U.S. government. Although the
U.S. government provided financial support to FNMA and FHLMC in the past, no
assurance can be given that the U.S. government will provide financial support
in the future to these or other 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.
secondary market for certain loan participations described above is limited
and, therefore, the participations 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 may experience greater volatility in market value
than U.S. government securities that make regular payments of interest.
fund accrues income on these investments for tax and accounting purposes, which
is distributable to shareholders and which, because no cash is received at the
time of accrual, may require the liquidation of other portfolio securities to
satisfy the fund's distribution obligations, in which case the fund will forgo
the purchase of additional income producing assets with these funds. Zero
coupon U.S. government securities include STRIPS and CUBES, which are issued by
the U.S. Treasury as component parts of U.S. Treasury bonds and represent
scheduled interest and principal payments on the bonds.


CONVERTIBLE DEBT SECURITIES
The fund may invest in convertible debt securities which are debt obligations
convertible at a stated exchange rate or formula into common stock or other
equity securities. Convertible securities rank senior to common stocks in an
issuer's capital structure and consequently may be of higher quality and entail
less risk than the issuer's common stock. As with all debt securities, the
market values of convertible securities tend to increase when interest rates
decline and, conversely, tend to decline when interest rates increase.
Depending on the relationship of the conversion price to the market value of
the underlying securities, convertible securities may trade more like equity
securities than debt securities.


                                       20


A convertible security entitles the holder to receive interest that is
generally paid or accrued until the convertible security matures, or is
redeemed, converted, or exchanged. Convertible securities have unique
investment characteristics, in that they generally (i) have higher yields than
common stocks, but lower yields than comparable non-convertible securities,
(ii) are less subject to fluctuation in value than the underlying common stock
due to their fixed-income characteristics and (iii) provide the potential for
capital appreciation if the market price of the underlying common stock
increases. A convertible security may be subject to redemption at the option of
the issuer at a price established in the convertible security's governing
instruments. If a convertible security held by the fund is called for
redemption, the fund will be required to permit the issuer to redeem the
security, convert it into the underlying common stock or sell it to a third
party. Any of these actions could result in losses to the fund.


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 Amundi 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.


ILLIQUID SECURITIES
The fund may invest up to 15% of its net assets in illiquid and other
securities that are not readily marketable. If due to subsequent fluctuations
in value or any other reasons, the value of the fund's illiquid securities
exceeds this percentage limitation, the fund will consider what actions, if
any, are necessary to maintain adequate liquidity. Repurchase agreements
maturing in more than seven days will be included for purposes of the foregoing
limit. Securities subject to restrictions on resale under the Securities Act of
1933, as amended (the "1933 Act"), are considered illiquid unless they are
eligible for resale pursuant to Rule 144A or another exemption from the
registration requirements of the 1933 Act and are determined to be liquid
pursuant to the fund's liquidity risk management program. The inability of the
fund to dispose of illiquid investments readily or at reasonable prices could
impair the fund's ability to raise cash for redemptions or other purposes. If
the fund sold restricted securities other than pursuant to an exception from
registration under the 1933 Act such as Rule 144A, it may be deemed to be
acting as an underwriter and subject to liability under the 1933 Act.


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. A repurchase
agreement may be considered a loan by the fund collateralized by securities.
Under the direction of the Board of Trustees, Amundi 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. 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.


                                       21


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.
There is no specific limit on the fund's ability to enter into repurchase
agreements. The SEC frequently treats repurchase agreements as loans for
purposes of the 1940 Act.


REVERSE REPURCHASE AGREEMENTS

Reverse repurchase agreements involve the sale of securities to a bank or other
institution 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 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. Reverse repurchase agreements may be
considered to be a type of borrowing. To the extent the fund covers its
commitments under reverse repurchase agreements by the segregation of liquid
assets or by otherwise covering its obligations under these instruments, they
will not be considered "senior securities" under the 1940 Act and thus not be
subject to the 300% asset coverage requirement applicable to forms of
indebtedness used by the fund. See "Asset Segregation."



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

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


DOLLAR ROLLS
The fund may enter into mortgage "dollar rolls" in which the fund sells
securities for delivery in the current month and simultaneously contracts with
the same counterparty to repurchase similar (same type, coupon and maturity),
but not identical securities on a specified future date. During the roll
period, the fund loses the right to receive principal and interest paid on the
securities sold. However, the fund would benefit to the extent of any
difference between the price received for the securities sold and the lower
forward price for the future purchase (often referred to as the "drop") or fee
income plus the interest earned on the cash proceeds of the securities sold
until the settlement date of the forward purchase. Unless such benefits exceed
the income, capital appreciation and gain or loss due to mortgage prepayments
that would have been realized on the securities sold as part of the mortgage
dollar roll, the use of this technique will diminish the investment performance
of the fund compared with what such performance would have been without


                                       22


the use of mortgage dollar rolls. All cash proceeds will be invested in
instruments that are permissible investments for the fund. The fund will hold
and maintain in a segregated account until the settlement date cash or liquid
securities in an amount equal to its forward purchase price.

For financial reporting and tax purposes, the fund treats mortgage dollar rolls
as two separate transactions; one involving the purchase of a security and a
separate transaction involving a sale.

Dollar rolls involve certain risks including the following: if the
broker-dealer to whom the fund sells the security becomes insolvent, the fund's
right to purchase or repurchase the securities subject to the dollar roll may
be restricted and the instrument which the fund is required to repurchase may
be worth less than an instrument which the fund originally held. Successful use
of dollar rolls will depend upon Amundi Pioneer's ability to manage its
interest rate and prepayment exposure. There is no assurance that dollar rolls
can be successfully employed.


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 portfolio. If
the fund enters into a transaction requiring segregation, such as a forward
commitment or a reverse repurchase agreement, the custodian or Amundi 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. In some
instances a fund may "cover" its obligation using other methods to the extent
permitted under the 1940 Act, orders or releases issued by the SEC thereunder,
or no-action letters or other guidance of the SEC staff.


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


LENDING OF PORTFOLIO SECURITIES
The fund may lend portfolio securities to registered broker-dealers or other
institutional investors deemed by Amundi Pioneer to be of good standing under
agreements which require that the loans be secured continuously by collateral
in the form of cash, cash equivalents, U.S. Government securities or
irrevocable letters of credit issued by banks approved by the fund. The value
of the collateral is monitored on a daily basis and the borrower is required to
maintain the collateral at an amount at least equal to the market value of the
securities loaned. The fund continues to receive the equivalent of the interest
or dividends paid by the issuer on the securities loaned and continues to have
all of the other risks associated with owning the securities. Where the
collateral received is cash, the cash will be invested and the fund will be
entitled to a share of the income earned on the investment, but will also be
subject to investment risk on the collateral and will bear the entire amount of
any loss in connection with investment of such collateral. The fund may pay
administrative and custodial fees in connection with loans of securities and,
where the collateral received is cash, the fund may pay a portion of the income
earned on the investment of collateral to the borrower, lending agent or other
intermediary. Fees and expenses paid by the fund in connection with loans of
securities are not reflected in the fee table or expense example in the fund's
prospectus. If the income earned on the investment of the cash collateral is
insufficient to pay these amounts or if the value of the securities purchased
with such cash collateral declines, the fund may take a loss on the loan. Where
the fund receives securities as collateral, the fund will earn no income on the
collateral, but will earn a fee from the borrower. The fund reserves the right
to recall loaned securities so that it may exercise voting rights on loaned
securities according to the fund's Proxy Voting Policies and Procedures.


                                       23


The risk in lending portfolio securities, as with other extensions of credit,
consists of the possibility of loss to the fund due to (i) the inability of the
borrower to return the securities, (ii) a delay in receiving additional
collateral to adequately cover any fluctuations in the value of securities on
loan, (iii) a delay in recovery of the securities, or (iv) the loss of rights
in the collateral should the borrower fail financially. In addition, as noted
above, the fund continues to have market risk and other risks associated with
owning the securities on loan. Where the collateral delivered by the borrower
is cash, the fund will also have the risk of loss of principal and interest in
connection with its investment of collateral. If a borrower defaults, the value
of the collateral may decline before the fund can dispose of it. The fund will
lend portfolio securities only to firms that have been approved in advance by
Amundi Pioneer, which will monitor the creditworthiness of any such firms.
However, this monitoring may not protect the fund from loss. At no time would
the value of the securities loaned exceed 33 1/3% of the value of the fund's
total assets. The fund did not engage in securities lending activity during its
most recent fiscal year.


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 the lending fund and the borrowing
fund. However, no borrowing or lending activity is without risk. When a fund
borrows money


                                       24


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. À
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. When the fund enters into when-issued or delayed delivery
transactions it will segregate 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 Pioneer funds' 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 Amundi Pioneer may manage other separate accounts and
unregistered products that have substantially similar investment strategies to
those of another Pioneer fund, and therefore portfolio holdings that may be
substantially similar, and in some cases nearly identical, to such fund, these
policies and procedures only relate to the disclosure of portfolio information
of the Pioneer funds that are registered management companies. Separate account
and unregistered product clients are not subject to these policies and
procedures. Separate account and unregistered product clients of Amundi Pioneer
have access to their portfolio holdings, and prospective clients have access to
representative holdings.

Generally, Amundi Pioneer will make a fund's full portfolio information
available to the public on a monthly basis with an appropriate delay based upon
the nature of the information disclosed. Amundi 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 funds' website (us.amundipioneer.com) and may be sent
to rating agencies, reporting/news services and financial intermediaries, upon
request. In addition, Amundi Pioneer generally makes publicly available
information regarding a fund's top ten holdings (including the percentage of a
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.

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


                                       25


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 of Trustees 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 a fund.

Currently, Amundi Pioneer, on behalf of the Pioneer funds, has ongoing
arrangements whereby the following entities may receive a fund's full portfolio
holdings or other information prior to the date such information is made
public: Metropolitan Life Insurance Company (within 30 days after month end for
board materials and advance preparation of marketing materials, as needed to
evaluate Pioneer funds); Roszel Advisors (within 30 days after month end for
due diligence and review of certain Pioneer funds included in fund programs);
Oppenheimer & Co. (within 30 days after month end for due diligence and review
of certain Pioneer funds included in fund programs); UBS (within 15 days after
month end for due diligence and review of certain Pioneer funds included in
fund programs); Beacon Pointe Advisors (as needed for quarterly review of
certain Pioneer funds); Commonwealth Financial Network (within 30 days after
month end for risk analysis on funds on behalf of their clients); Hartford
Retirement Services, LLC (as needed for risk analysis on funds on behalf of
their clients); Transamerica Life Insurance Company (as needed for performance
and risk analysis on funds on behalf of their clients); TIBCO Software
Inc./Spotfire Division (as needed to evaluate and develop portfolio reporting
software); Curcio Webb, LLC (as needed for evaluation and research purposes);
Fidelity Investments (as needed to evaluate Pioneer funds); Egan Jones Ratings
Company (as needed in order to evaluate and select Nationally Recognized
Statistical Rating Organizations (NRSROs)); DBRS Limited (as needed in order to
evaluate and select NRSROs); Wells Fargo Advisors (as needed for risk analysis
on funds on behalf of their clients and product review); and Capital Market
Consultants (as needed to complete quarterly due diligence research).

Compliance with the funds' 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 Amundi 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 funds' full portfolio holdings disclosure policy is not intended to prevent
the disclosure of any and all portfolio information to the funds' service
providers who generally need access to such information in the performance of
their contractual duties and responsibilities, such as Amundi Pioneer, the
funds' 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 and duties not to trade on
non-public information arising under law or contract that provide an adequate
safeguard for such information. None of Amundi Pioneer, the funds, or any other
party receive any compensation or other consideration from any arrangement
pertaining to the release of a fund's full portfolio holdings information.


In addition, the funds make their 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-PORT. These shareholder reports and
regulatory filings are filed with the SEC, as required by the federal
securities laws. Portfolio holdings information on Form N-PORT is filed with
the SEC within sixty (60) days after the end of a fund's first and third fiscal
quarters. Form N-CSR is filed with the SEC within ten (10) days after the
transmission to shareholders of a fund's annual or semi-annual report, as
applicable.



                                       26


INVESTMENT RESTRICTIONS


FUNDAMENTAL INVESTMENT POLICIES
The fund has adopted certain fundamental investment policies which may not be
changed without the affirmative vote of the holders of a "majority of the
outstanding voting securities" (as defined in the 1940 Act) of the fund. 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; ou

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

The fund's fundamental policies are as follows:

(1)   The fund may not borrow money except as permitted by (i) the 1940 Act, or
      interpretations or modifications by the SEC, SEC staff or other authority
      of competent jurisdiction, or (ii) exemptive or other relief or
      permission from the SEC, SEC staff or other authority of competent
      jurisdiction.

(2)   The fund may not engage in the business of underwriting the securities of
      other issuers except as permitted by (i) the 1940 Act, or interpretations
      or modifications by the SEC, SEC staff or other authority of competent
      jurisdiction, or (ii) exemptive or other relief or permission from the
      SEC, SEC staff or other authority of competent jurisdiction.

(3)   The fund may lend money or other assets to the extent permitted by (i)
      the 1940 Act, or interpretations or modifications by the SEC, SEC staff
      or other authority of competent jurisdiction or (ii) exemptive or other
      relief or permission from the SEC, SEC staff or other authority of
      competent jurisdiction.

(4)   The fund may not issue senior securities except as permitted by (i) the
      1940 Act, or interpretations or modifications by the SEC, SEC staff or
      other authority of competent jurisdiction, or (ii) exemptive or other
      relief or permission from the SEC, SEC staff or other authority of
      competent jurisdiction.

(5)   The fund may not purchase or sell real estate except as permitted by (i)
      the 1940 Act, or interpretations or modifications by the SEC, SEC staff
      or other authority of competent jurisdiction, or (ii) exemptive or other
      relief or permission from the SEC, SEC staff or other authority of
      competent jurisdiction.

(6)   The fund may purchase or sell commodities or contracts related to
      commodities to the extent permitted by (i) the 1940 Act, or
      interpretations or modifications by the SEC, SEC staff or other authority
      of competent jurisdiction, or (ii) exemptive or other relief or
      permission from the SEC, SEC staff or other authority of competent
      jurisdiction.

(7)   Except as permitted by exemptive or other relief or permission from the
      SEC, SEC staff or other authority of competent jurisdiction, the fund may
      not make any investment if, as a result, the fund's investments will be
      concentrated in any one industry.

With respect to the fundamental policy relating to borrowing money set forth in
(1) above, the 1940 Act permits a fund to borrow money in amounts of up to
one-third of the fund's total assets from banks for any purpose, and to borrow
up to 5% of the fund's total assets from banks or other lenders for temporary
purposes (the fund's total assets include the amounts being borrowed). To limit
the risks attendant to borrowing, the 1940 Act requires the fund to maintain at
all times an "asset coverage" of at least 300% of the amount of its borrowings.
Asset coverage means the ratio that the value of the fund's total assets
(including amounts borrowed), minus liabilities other than borrowings, bears to
the aggregate amount of all borrowings. Borrowing money to increase a fund's
investment portfolio is known as "leveraging." Borrowing, especially when used
for leverage, may cause the value of a fund's shares to be more volatile than
if the fund did not borrow. This is because borrowing tends to magnify the
effect of any increase or decrease in the value of the fund's portfolio
holdings. Borrowed money thus creates an opportunity for greater gains, but
also greater losses. To repay borrowings, the fund may have to sell securities
at a time and at a price


27


that is unfavorable to the fund. There also are costs associated with borrowing
money, and these costs would offset and could eliminate a fund's net investment
income in any given period. Currently, the fund does not contemplate borrowing
for leverage, but if the fund does so, it will not likely do so to a
substantial degree. The policy in (1) above will be interpreted to permit the
fund to engage in trading practices and investments that may be considered to
be borrowing to the extent permitted by the 1940 Act. Reverse repurchase
agreements may be considered to be a type of borrowing. Short-term credits
necessary for the settlement of securities transactions and arrangements with
respect to securities lending will not be considered to be borrowings under the
policy. Practices and investments that may involve leverage but are not
considered to be borrowings are not subject to the policy. Such trading
practices may include futures, options on futures, forward contracts and other
derivative investments.

A fund may pledge its assets and guarantee the securities of another company
without limitation, subject to the fund's investment policies (including the
fund's fundamental policy regarding borrowing) and applicable laws and
interpretations. Pledges of assets and guarantees of obligations of others are
subject to many of the same risks associated with borrowings and, in addition,
are subject to the credit risk of the obligor for the underlying obligations.
To the extent that pledging or guaranteeing assets may be considered the
issuance of senior securities, the issuance of senior securities is governed by
the fund's policies on senior securities. If the fund were to pledge its
assets, the fund would take into account any then-applicable legal guidance,
including any applicable SEC staff position, would be guided by the judgment of
the fund's Board and Amundi Pioneer regarding the terms of any credit facility
or arrangement, including any collateral required, and would not pledge more
collateral than, in their judgment, is necessary for the fund to obtain the
credit sought. Shareholders should note that in 1973, the SEC staff took the
position in a no-action letter that a mutual fund could not pledge 100% of its
assets without a compelling business reason. In more recent no-action letters,
including letters that address the same statutory provision of the 1940 Act
(Section 17) addressed in the 1973 letter, the SEC staff has not mentioned any
limitation on the amount of collateral that may be pledged to support credit
obtained. This does not mean that the staff's position on this issue has
changed.

With respect to the fundamental policy relating to underwriting set forth in
(2) above, the 1940 Act does not prohibit a fund from engaging in the
underwriting business or from underwriting the securities of other issuers; à
fact, the 1940 Act permits a fund to have underwriting commitments of up to 25%
of its assets under certain circumstances. Those circumstances currently are
that the amount of the fund's underwriting commitments, when added to the value
of the fund's investments in issuers where the fund owns more than 10% of the
outstanding voting securities of those issuers, cannot exceed the 25% cap. Un
fund engaging in transactions involving the acquisition or disposition of
portfolio securities may be considered to be an underwriter under the
Securities Act of 1933, as amended (the "1933 Act"). Under the 1933 Act, an
underwriter may be liable for material omissions or misstatements in an
issuer's registration statement or prospectus. Securities purchased from an
issuer and not registered for sale under the 1933 Act are considered restricted
securities. There may be a limited market for these securities. If these
securities are registered under the 1933 Act, they may then be eligible for
sale but participating in the sale may subject the seller to underwriter
liability. These risks could apply to a fund investing in restricted
securities. Although it is not believed that the application of the 1933 Act
provisions described above would cause a fund to be engaged in the business of
underwriting, the policy in (2) above will be interpreted not to prevent the
fund from engaging in transactions involving the acquisition or disposition of
portfolio securities, regardless of whether the fund may be considered to be an
underwriter under the 1933 Act.

With respect to the fundamental policy relating to lending set forth in (3)
above, the 1940 Act does not prohibit a fund from making loans; however, SEC
staff interpretations currently prohibit funds from lending more than one-third
of their total assets, except through the purchase of debt obligations or the
use of repurchase agreements. (A repurchase agreement is an agreement to
purchase a security, coupled with an agreement to sell that security back to
the original seller on an agreed-upon date at a price that reflects current
interest rates. The SEC frequently treats repurchase agreements as loans.)
While lending securities


                                       28


may be a source of income to a fund, as with other extensions of credit, there
are risks of delay in recovery or even loss of rights in the underlying
securities should the borrower fail financially. However, loans would be made
only when the fund's manager or a subadviser believes the income justifies the
attendant risks. The fund also will be permitted by this policy to make loans
of money, including to other funds. The fund has obtained exemptive relief from
the SEC to make short-term loans to other Pioneer funds through a credit
facility in order to satisfy redemption requests or to cover unanticipated cash
shortfalls; as discussed in this Statement of Additional Information under
"Interfund Lending." The conditions of the SEC exemptive order permitting
interfund lending are designed to minimize the risks associated with interfund
lending, however no lending activity is without risk. A delay in repayment to a
lending fund could result in a lost opportunity or additional lending costs.
The policy in (3) above will be interpreted not to prevent the fund from
purchasing or investing in debt obligations and loans. In addition, collateral
arrangements with respect to options, forward currency and futures transactions
and other derivative instruments, as well as delays in the settlement of
securities transactions, will not be considered loans.

With respect to the fundamental policy relating to issuing senior securities
set forth in (4) above, "senior securities" are defined as fund obligations
that have a priority over the fund's shares with respect to the payment of
dividends or the distribution of fund assets. The 1940 Act prohibits a fund
from issuing senior securities except that the fund may borrow money in amounts
of up to one-third of the fund's total assets from banks for any purpose. Un
fund also may borrow up to 5% of the fund's total assets from banks or other
lenders for temporary purposes, and these borrowings are not considered senior
securities. The issuance of senior securities by a fund can increase the
speculative character of the fund's outstanding shares through leveraging.
Leveraging of a fund's portfolio through the issuance of senior securities
magnifies the potential for gain or loss on monies, because even though the
fund's net assets remain the same, the total risk to investors is increased.
Certain widely used investment practices that involve a commitment by a fund to
deliver money or securities in the future are not considered by the SEC to be
senior securities, provided that a fund segregates cash or liquid securities in
an amount necessary to pay the obligation or the fund holds an offsetting
commitment from another party. These investment practices include repurchase
and reverse repurchase agreements, swaps, dollar rolls, options, futures and
forward contracts. The policy in (4) above will be interpreted not to prevent
collateral arrangements with respect to swaps, options, forward or futures
contracts or other derivatives, or the posting of initial or variation margin.

With respect to the fundamental policy relating to real estate set forth in (5)
above, the 1940 Act does not prohibit a fund from owning real estate; however,
a fund is limited in the amount of illiquid assets it may purchase. Investing
in real estate may involve risks, including that real estate is generally
considered illiquid and may be difficult to value and sell. Owners of real
estate may be subject to various liabilities, including environmental
liabilities. To the extent that investments in real estate are considered
illiquid, rules under the 1940 Act generally limit a fund's purchases of
illiquid securities to 15% of net assets. The policy in (5) above will be
interpreted not to prevent the fund from investing in real estate-related
companies, companies whose businesses consist in whole or in part of investing
in real estate, instruments (like mortgages) that are secured by real estate or
interests therein, or real estate investment trust securities.

With respect to the fundamental policy relating to commodities set forth in (6)
above, the 1940 Act does not prohibit a fund from owning commodities, whether
physical commodities and contracts related to physical commodities (such as oil
or grains and related futures contracts), or financial commodities and
contracts related to financial commodities (such as currencies and, possibly,
currency futures). However, a fund is limited in the amount of illiquid assets
it may purchase. To the extent that investments in commodities are considered
illiquid, rules under the 1940 Act generally limit a fund's purchases of
illiquid securities to 15% of net assets. If a fund were to invest in a
physical commodity or a physical commodity-related instrument, the fund would
be subject to the additional risks of the particular physical commodity and its
related market. The value of commodities and commodity-related instruments may
be extremely volatile and may be affected


                                       29


either directly or indirectly by a variety of factors. There also may be
storage charges and risks of loss associated with physical commodities.
policy in (6) above will be interpreted to permit investments in exchange
traded funds that invest in physical and/or financial commodities.

With respect to the fundamental policy relating to concentration set forth in
(7) above, the 1940 Act does not define what constitutes "concentration" in an
industry. The SEC staff has taken the position that investment of 25% or more
of a fund's total assets in one or more issuers conducting their principal
activities in the same industry or group of industries constitutes
concentration. It is possible that interpretations of concentration could
change in the future. A fund that invests a significant percentage of its total
assets in a single industry may be particularly susceptible to adverse events
affecting that industry and may be more risky than a fund that does not
concentrate in an industry. The policy in (7) above will be interpreted to
refer to concentration as that term may be interpreted from time to time.
policy also will be interpreted to permit investment without limit in the
following: securities of the U.S. government and its agencies or
instrumentalities; and repurchase agreements collateralized by any such
obligations. Accordingly, issuers of the foregoing securities will not be
considered to be members of any industry. The policy also will be interpreted
to give broad authority to the fund as to how to classify issuers within or
among industries. When identifying industries for purposes of its concentration
policy, the fund may rely upon available industry classifications. As of the
date of the SAI, the fund relies primarily on the MSCI Global Industry
Classification Standard (GICS) classifications, and, with respect to securities
for which no industry classification under GICS is available or for which the
GICS classification is determined not to be appropriate, the fund may use
industry classifications published by another source, which, as of the date of
the SAI, is Bloomberg L.P. As of the date of the SAI, the fund's adviser may
assign an industry classification for an exchange-traded fund in which the fund
invests based on the constituents of the index on which the exchange-traded
fund is based. The fund may change any source used for determining industry
classifications without shareholder approval.

The fund's fundamental policies are written and will be interpreted broadly.
For example, the policies will be interpreted to refer to the 1940 Act and the
related rules as they are in effect from time to time, and to interpretations
and modifications of or relating to the 1940 Act by the SEC, SEC staff or other
authority of competent jurisdiction as they are given from time to time. When a
policy provides that an investment practice may be conducted as permitted by
the 1940 Act, the policy will be interpreted to mean either that the 1940 Act
expressly permits the practice or that the 1940 Act does not prohibit the
practice.


NON-FUNDAMENTAL INVESTMENT POLICY
The following policy is non-fundamental and may be changed by a vote of the
Board of Trustees without approval of shareholders.

The fund may not 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). The fund has adopted this non-fundamental
policy in order that the fund may be a permitted investment of the series of
Pioneer Asset Allocation Trust. If the series of Pioneer Asset Allocation Trust
do not invest in the fund, then this non-fundamental restriction will not
apply.

In addition, the fund's investment objective is non-fundamental and it and the
fund's non-fundamental investment policies may be changed by a vote of the
Board of Trustees without approval of shareholders at any time.

In order to comply with tax rules in the Federal Republic of Germany, the fund
continuously will invest within a calendar year at least 51% of its value in
equity investments.


                                       30


DIVERSIFICATION
The fund is currently classified as a diversified fund under the 1940 Act. Un
diversified fund may not purchase securities of an issuer (other than
obligations issued or guaranteed by the U.S. government, its agencies or
instrumentalities) if, with respect to 75% of the fund's total assets, (a) more
than 5% of the fund's total assets would be invested in securities of that
issuer, or (b) the fund would hold more than 10% of the outstanding voting
securities of that issuer. Under the 1940 Act, the fund cannot change its
classification from diversified to non-diversified without shareholder
approval.


3. TRUSTEES AND OFFICERS


The fund's Trustees and officers are listed below, together with their
principal occupations and other directorships they have held during at least
the past five years. Trustees who are interested persons of the fund within the
meaning of the 1940 Act are referred to as Interested Trustees. Trustees who
are not interested persons of the fund are referred to as Independent Trustees.
Each of the Trustees serves as a Trustee of each of the 45 U.S. registered
investment portfolios for which Amundi Pioneer serves as investment adviser
(the "Pioneer Funds"). The address for all Trustees and all officers of the
fund is 60 State Street, Boston, Massachusetts 02109.

 




NAME, AGE AND                 TERM OF OFFICE AND                                                 OTHER DIRECTORSHIPS
POSITION HELD WITH THE FUND   LENGTH OF SERVICE          PRINCIPAL OCCUPATION                    HELD BY TRUSTEE
----------------------------- -------------------------- --------------------------------------- -------------------------
                                                                                        



INDEPENDENT TRUSTEES:
----------------------------- -------------------------- --------------------------------------- -----
THOMAS J. PERNA (68)          Trustee since 2006.        Private investor (2004 - 2008 and       Director, Broadridge
Chairman of the Board and     Serves until a successor   2013 - present); Chairman (2008 -       Financial Solutions,
Trustee                       trustee is elected or      2013) and Chief Executive Officer       Inc. (investor
---
                              earlier retirement or      (2008 - 2012), Quadriserv, Inc.         communications and
                              removal.                   (technology products for securities     securities processing
                              --------------------------
                                                         lending industry); and Senior           provider for financial
                                                         Executive Vice President, The Bank      services industry)
                                                         of New York (financial and securities   (2009 - present);
                                                         services) (1986 - 2004)                 Director, Quadriserv,
                                                         ---------------------------------------
                                                                                                 Inc. (2005 - 2013);
                                                                                                 and Commissioner,
                                                                                                 New Jersey State
                                                                                                 Civil Service
                                                                                                 Commission (2011 -
                                                                                                 2015)
                                                                                                 -----
JOHN E. BAUMGARDNER, JR.      Trustee since 2019.        Of Counsel (2019 - present),            Chairman, The
(68)*                         Serves until a successor   Partner (1983-2018), Sullivan &         Lakeville Journal
Trustee                       trustee is elected or      Cromwell LLP (law firm).                Company, LLC,
---                                                      ---------------------------------------
                              earlier retirement or                                              (privately-held
                              removal.                                                           community
                              --------------------------
                                                                                                 newspaper group)
                                                                                                 (2015-present)
                                                                                                 -----



                                       


                                       


                                       


                                       31












NAME, AGE AND                 TERM OF OFFICE AND                                                 OTHER DIRECTORSHIPS
POSITION HELD WITH THE FUND   LENGTH OF SERVICE           PRINCIPAL OCCUPATION                   HELD BY TRUSTEE
----------------------------- --------------------------- -------------------------------------- ------------------------
                                                                                        



DIANE DURNIN (63)             Trustee since 2019.         Managing Director - Head of Product    None
                                                                                                 ----
Trustee                       Serves until a successor    Strategy and Development, BNY
---
                              trustee is elected or       Mellon Investment Management
                              earlier retirement or       (2012-2018); Vice Chairman - The
                              removal.                    Dreyfus Corporation (2005 - 2018):
                              ---------------------------
                                                          Executive Vice President Head of
                                                          Product, BNY Mellon Investment
                                                          Management (2007-2012);
                                                          Executive Director- Product Strategy,
                                                          Mellon Asset Management
                                                          (2005-2007); Executive Vice
                                                          President Head of Products,
                                                          Marketing and Client Service,
                                                          Dreyfus Corporation (2000-2005);
                                                          Senior Vice President Strategic
                                                          Product and Business Development,
                                                          Dreyfus Corporation (1994-2000)
                                                          --------------------------------------
BENJAMIN M. FRIEDMAN          Trustee since 2008.         William Joseph Maier Professor of      Trustee, Mellon
(75)                          Serves until a successor    Political Economy, Harvard             Institutional Funds
Trustee                       trustee is elected or       University (1972 - present)            Investment Trust and
---                                                       --------------------------------------
                              earlier retirement or                                              Mellon Institutional
                              removal.                                                           Funds Master
                              ---------------------------
                                                                                                 Portfolio (oversaw
                                                                                                 17 portfolios in fund
                                                                                                 complex) (1989 -
                                                                                                 2008)
                                                                                                 ----
LORRAINE H. MONCHAK (62)      Trustee since 2017.         Chief Investment Officer, 1199 SEIU    None
                                                                                                 ----
Trustee                       (Advisory Trustee from      Funds (healthcare workers union
---
                              2014 - 2017). Serves        pension funds) (2001 - present);
                              until a successor trustee   Vice President - International
                              is elected or earlier       Investments Group, American
                              retirement or removal.      International Group, Inc. (insurance
                              ---------------------------
                                                          company) (1993 - 2001); Vice
                                                          President Corporate Finance and
                                                          Treasury Group, Citibank, N.A.(1980
                                                          - 1986 and 1990 - 1993); Vice
                                                          President - Asset/Liability
                                                          Management Group, Federal Farm
                                                          Funding Corporation
                                                          (government-sponsored issuer of
                                                          debt securities) (1988 - 1990);
                                                          Mortgage Strategies Group,
                                                          Shearson Lehman Hutton, Inc.
                                                          (investment bank) (1987 - 1988);
                                                          Mortgage Strategies Group, Drexel
                                                          Burnham Lambert, Ltd. (investment
                                                          bank) (1986 - 1987)
                                                          --------------------------------------



                                       


                                       


                                       


                                       32












NAME, AGE AND                 TERM OF OFFICE AND                                                OTHER DIRECTORSHIPS
POSITION HELD WITH THE FUND   LENGTH OF SERVICE          PRINCIPAL OCCUPATION                   HELD BY TRUSTEE
----------------------------- -------------------------- -------------------------------------- ---------------------
                                                                                       



MARGUERITE A. PIRET (71)      Trustee since 1990.        Chief Financial Officer, American Ag   Director of New
Trustee                       Serves until a successor   Energy, Inc. (controlled environment   America High Income
-----------------------------
                              trustee is elected or      and agriculture company) (2016 -       Fund, Inc.
                              earlier retirement or      present); President and Chief          (closed-end
                              removal.                   Executive Officer, Metric Financial    investment company)
                              --------------------------
                                                         Inc. (formerly known as Newbury        (2004 - present);
                                                         Piret Company) (investment banking     and Member, Board
                                                         firm) (1981 - 2019)                    of Governors,
                                                         --------------------------------------
                                                                                                Investment Company
                                                                                                Institute (2000 -
                                                                                                2006)
                                                                                                ----
FRED J. RICCIARDI (73)        Trustee since 2014.        Consultant (investment company         None
                                                                                                ----
Trustee                       Serves until a successor   services) (2012 - present);
-----------------------------
                              trustee is elected or      Executive Vice President, BNY
                              earlier retirement or      Mellon (financial and investment
                              removal.                   company services) (1969 - 2012);
                              --------------------------
                                                         Director, BNY International
                                                         Financing Corp. (financial services)
                                                         (2002 - 2012); Director, Mellon
                                                         Overseas Investment Corp.
                                                         (financial services) (2009 - 2012);
                                                         Director, Financial Models
                                                         (technology) (2005-2007); Director,
                                                         BNY Hamilton Funds, Ireland
                                                         (offshore investment companies)
                                                         (2004-2007); Chairman/Director,
                                                         AIB/BNY Securities Services, Ltd.,
                                                         Ireland (financial services)
                                                         (1999-2006); Chairman, BNY
                                                         Alternative Investment Services,
                                                         Inc. (financial services)
                                                         (2005-2007)
                                                         ----------



                                       


                                       


                                       


                                       33












NAME, AGE AND                 TERM OF OFFICE AND                                                 OTHER DIRECTORSHIPS
POSITION HELD WITH THE FUND   LENGTH OF SERVICE          PRINCIPAL OCCUPATION                    HELD BY TRUSTEE
----------------------------- -------------------------- --------------------------------------- ---------------------
                                                                                        



INTERESTED TRUSTEES:
----------------------------- -------------------------- ----                                    ---------------------
LISA M. JONES (58)**          Trustee since 2017.        Director, CEO and President of          None
                                                                                                 ---------------------
Trustee, President and        Serves until a successor   Amundi Pioneer Asset Management
Chief Executive Officer       trustee is elected or      USA, Inc. (since September 2014);
-----------------------------
                              earlier retirement or      Director, CEO and President of
                              removal                    Amundi Pioneer Asset Management,
                              --------------------------
                                                         Inc. (since September 2014);
                                                         Director, CEO and President of
                                                         Amundi Pioneer Distributor, Inc.
                                                         (since September 2014); Director,
                                                         CEO and President of Amundi
                                                         Pioneer Institutional Asset
                                                         Management, Inc. (since September
                                                         2014); Chair, Amundi Pioneer Asset
                                                         Management USA, Inc., Amundi
                                                         Pioneer Distributor, Inc. and Amundi
                                                         Pioneer Institutional Asset
                                                         Management, Inc. (September 2014
                                                         - 2018); Managing Director, Morgan
                                                         Stanley Investment Management
                                                         (2010 - 2013); Director of
                                                         Institutional Business, CEO of
                                                         International, Eaton Vance
                                                         Management (2005 - 2010);
                                                         Director of Amundi USA, Inc. (since
                                                         2017)
                                                         ----
KENNETH J. TAUBES (61)**      Trustee since 2014.        Director and Executive Vice             None
                                                                                                 ---------------------
Trustee                       Serves until a successor   President (since 2008) and Chief
-----------------------------
                              trustee is elected or      Investment Officer, U.S. (since
                              earlier retirement or      2010) of Amundi Pioneer Asset
                              removal                    Management USA, Inc.; Director and
                              --------------------------
                                                         Executive Vice President and Chief
                                                         Investment Officer, U.S. of Amundi
                                                         Pioneer (since 2008); Executive
                                                         Vice President and Chief Investment
                                                         Officer, U.S. of Amundi Pioneer
                                                         Institutional Asset Management,
                                                         Inc. (since 2009); Portfolio Manager
                                                         of Amundi Pioneer (since 1999);
                                                         Director of Amundi USA, Inc. (since
                                                         2017)
                                                         ----
FUND OFFICERS:
----------------------------- -------------------------- ----                                    ---------------------
CHRISTOPHER J. KELLEY (55)    Since 2003. Serves at      Vice President and Associate            None
                                                                                                 ---------------------
Secretary and Chief Legal     the discretion of the      General Counsel of Amundi Pioneer
Officer                       Board                      since January 2008; Secretary and
----------------------------- --------------------------
                                                         Chief Legal Officer of all of the
                                                         Pioneer Funds since June 2010;
                                                         Assistant Secretary of all of the
                                                         Pioneer Funds from September
                                                         2003 to May 2010; Vice President
                                                         and Senior Counsel of Amundi
                                                         Pioneer from July 2002 to
                                                         December 2007
                                                         ---------------------------------------



                                       


                                       


                                       


                                       34












NAME, AGE AND                 TERM OF OFFICE AND                                             OTHER DIRECTORSHIPS
POSITION HELD WITH THE FUND   LENGTH OF SERVICE       PRINCIPAL OCCUPATION                   HELD BY TRUSTEE
----------------------------- ----------------------- -------------------------------------- ---------------------
                                                                                    



CAROL B. HANNIGAN (58)        Since 2010. Serves at   Fund Governance Director of Amundi     None
                                                                                             ---------------------
Assistant Secretary           the discretion of the   Pioneer since December 2006 and
-----------------------------
                              Board                   Assistant Secretary of all the
                              -----------------------
                                                      Pioneer Funds since June 2010;
                                                      Manager - Fund Governance of
                                                      Amundi Pioneer from December
2003 to November 2006; et
                                                      Senior Paralegal of Amundi Pioneer
                                                      from January 2000 to November
                                                      2003
                                                      ----
THOMAS REYES (57)             Since 2010. Serves at   Assistant General Counsel of           None
                                                                                             ---------------------
Assistant Secretary           the discretion of the   Amundi Pioneer since May 2013
-----------------------------
                              Board                   and Assistant Secretary of all the
                              -----------------------
                                                      Pioneer Funds since June 2010;
                                                      Counsel of Amundi Pioneer from
                                                      June 2007 to May 2013
                                                      --------------------------------------
MARK E. BRADLEY (60)          Since 2008. Serves at   Vice President - Fund Treasury of      None
                                                                                             ---------------------
Treasurer and Chief           the discretion of the   Amundi Pioneer; Treasurer of all of
Financial and Accounting      Board                   the Pioneer Funds since March
                              -----------------------
Officer                                               2008; Deputy Treasurer of Amundi
-----------------------------
                                                      Pioneer from March 2004 to
                                                      February 2008; and Assistant
                                                      Treasurer of all of the Pioneer Funds
                                                      from March 2004 to February 2008
                                                      --------------------------------------
LUIS I. PRESUTTI (54)         Since 2000. Serves at   Director - Fund Treasury of Amundi     None
                                                                                             ---------------------
Assistant Treasurer           the discretion of the   Pioneer; and Assistant Treasurer of
-----------------------------
                              Board                   all of the Pioneer Funds
                              ----------------------- --------------------------------------
GARY SULLIVAN (61)            Since 2002. Serves at   Senior Manager - Fund Treasury of      None
                                                                                             ---------------------
Assistant Treasurer           the discretion of the   Amundi Pioneer; and Assistant
-----------------------------
                              Board                   Treasurer of all of the Pioneer Funds
                              ----------------------- --------------------------------------
JOHN MALONE (48)              Since 2018. Serves at   Managing Director, Chief               None
                                                                                             ---------------------
Chief Compliance Officer      the discretion of the   Compliance Officer of Amundi
-----------------------------
                              Board                   Pioneer Asset Management; Amundi
                              -----------------------
                                                      Pioneer Institutional Asset
                                                      Management, Inc.; and the Pioneer
                                                      Funds since September 2018; Chief
                                                      Compliance Officer of Amundi
                                                      Pioneer Distributor, Inc. since
                                                      January 2014.
                                                      --------------------------------------
KELLY O'DONNELL (49)          Since 2006. Serves at   Vice President - Amundi Pioneer        None
                                                                                             ---------------------
Anti-Money Laundering         the discretion of the   Asset Management; Anti-Money
Officer                       Board                   Laundering Officer of all the Pioneer
----------------------------- -----------------------
                                                      Funds since 2006
                                                      --------------------------------------
















*     Mr. Baumgardner is Of Counsel to Sullivan & Cromwell LLP, which acts as
      counsel to the Independent Trustees of each Pioneer Fund.

**    Ms. Jones and Mr. Taubes are Interested Trustees because they are
      officers or directors of the fund's investment adviser and certain of its
      affiliates.



                                       35


BOARD COMMITTEES
The Board of Trustees is responsible for overseeing the fund's management and
operations. The Chairman of the Board is an Independent Trustee. Independent
Trustees constitute more than 75% of the Board. During the most recent fiscal
year, the Board of Trustees held 6 meetings. Each Trustee attended at least 75%
of such meetings.


The Trustees were selected to join the Board based upon the following as to
each Board member: such person's character and integrity; such person's
willingness and ability to commit the time necessary to perform the duties of a
Trustee; as to each Independent Trustee, his or her status as not being an
"interested person" as defined under the 1940 Act; and, as to Ms. Jones and Mr.
Taubes, their association with Amundi Pioneer. Each of the Independent Trustees
also was selected to join the Board based on the criteria and principles set
forth in the Nominating Committee Charter. In evaluating a Trustee's
prospective service on the Board, the Trustee's experience in, and ongoing
contributions toward, overseeing the fund's business as a Trustee also are
considered. In addition, the following specific experience, qualifications,
attributes and/or skills apply as to each Trustee: Mr. Baumgardner, legal,
investment management, business and public company experience as an attorney
practicing investment management, corporate and securities law and experience
as a board member of other organizations; Ms. Durnin, investment management and
investment company experience as an executive officer of an investment adviser;
Mr. Friedman, academic leadership, economic and finance experience and
investment company board experience; Ms. Monchak, investment, financial and
business experience, including as the chief investment officer of a pension
fund; Mr. Perna, accounting, financial, and business experience as an executive
officer and experience as a board member of other organizations; Ms. Piret,
accounting, financial and entrepreneurial experience as an executive, valuation
experience and investment company board experience; Mr. Ricciardi, financial,
business and investment company experience as an executive officer of a
financial and investment company services organization, and experience as a
board member of offshore investment companies and other organizations; Ms.
Jones, investment management experience as an executive and leadership roles
with Amundi Pioneer and its affiliates; and Mr. Taubes, portfolio management
experience and leadership roles with Amundi Pioneer. However, in its periodic
assessment of the effectiveness of the Board, the Board considers the
complementary skills and experience of individual Trustees primarily in the
broader context of the Board's overall composition so that the Board, as a
body, possesses the appropriate (and appropriately diverse) skills and
experience to oversee the business of the fund.


The Trust's Amended and Restated Agreement and Declaration of Trust provides
that the appointment, designation (including in any proxy or registration
statement or other document) of a Trustee as an expert on any topic or in any
area, or as having experience, attributes or skills in any area, or any other
appointment, designation or identification, shall not impose on that person any
standard of care or liability that is greater than that imposed on that person
as a Trustee in the absence of the appointment, designation or identification,
and no Trustee who has special attributes, skills, experience or expertise, or
is appointed, designated, or identified as aforesaid, shall be held to a higher
standard of care by virtue thereof.

The Board of Trustees has five standing committees: the Independent Trustees
Committee, the Audit Committee, the Governance and Nominating Committee, the
Policy Administration Committee and the Valuation Committee. Each committee is
chaired by an Independent Trustee and all members of each committee are
Independent Trustees.

The Chairs of the committees work with the Chairman of the Board and fund
management in setting the agendas for Board meetings. The Chairs of the
committees set the agendas for committee meetings with input from fund
management. As noted below, through the committees, the Independent Trustees
consider and address important matters involving the fund, including those
presenting conflicts or potential conflicts of interest for management.
Independent Trustees also regularly meet without the presence of management and
are advised by independent legal counsel. The Board believes that the committee
structure, and delegation to the committees of specified oversight
responsibilities, help the Board more effectively to


                                       36


provide governance and oversight of the fund's affairs. Mr. Perna, Chairman of
the Board, is a member of each committee except the Audit Committee and the
Valuation Committee, of each of which he is a non-voting, ex-officio member.

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


INDEPENDENT TRUSTEES COMMITTEE

John E. Baumgardner, Jr., Diane Durnin, Benjamin M. Friedman, Lorraine H.
Monchak, Thomas J. Perna (Chair), Marguerite A. Piret and Fred J. Ricciardi.


The Independent Trustees Committee is comprised of all of the Independent
Trustees. The Independent Trustees Committee serves as the forum for
consideration of a number of issues required to be considered separately by the
Independent Trustees under the 1940 Act, including the assessment and review of
the fund's advisory agreement and other related party contracts.
Independent Trustees Committee also considers issues that the Independent
Trustees believe it is advisable for them to consider separately from the
Interested Trustees.


AUDIT COMMITTEE

Diane Durnin, Benjamin M. Friedman, Lorraine H. Monchak and Fred J. Ricciardi
(Chair).


The Audit Committee, among other things, oversees the accounting and financial
reporting policies and practices of the fund, oversees the quality and
integrity of the fund's financial statements, approves, and recommends to the
Independent Trustees for their ratification, the engagement of the fund's
independent registered public accounting firm, reviews and evaluates the
accounting firm's qualifications, independence and performance, and approves
the compensation of the accounting firm. The Audit Committee also approves all
audit and permissible non-audit services provided to the fund by the fund's
accounting firm and all permissible non-audit services provided by the fund's
accounting firm to Amundi Pioneer and any affiliated service providers of the
fund if the engagement relates directly to the fund's operations and financial
reporting.


GOVERNANCE AND NOMINATING COMMITTEE

John E. Baumgardner, Jr. (Chair), Thomas J. Perna and Fred J. Ricciardi.


The Governance and Nominating Committee considers governance matters affecting
the Board and the fund. Among other responsibilities, the Governance and
Nominating Committee reviews the performance of the Independent Trustees as a
whole, and reviews and recommends to the Independent Trustees Committee any
appropriate changes concerning, among other things, the size and composition of
the Board, the Board's committee structure and the Independent Trustees'
compensation. The Governance and Nominating Committee also makes
recommendations to the Independent Trustees Committee or the Board on matters
delegated to it.

In addition, the Governance and Nominating Committee screens potential
candidates for Independent Trustees. Among other responsibilities, the
Governance and Nominating Committee reviews periodically the criteria for
Independent Trustees and the spectrum of desirable experience and expertise for
Independent Trustees as a whole, and reviews periodically the qualifications
and requisite skills of persons currently serving as Independent Trustees and
being considered for re-nomination. The Governance and Nominating Committee
also reviews the qualifications of any person nominated to serve on the Board
by a shareholder or recommended by any Trustee, management or another person
and makes a recommendation as to the qualifications of such nominated or
recommended person to the Independent Trustees and the Board, and reviews
periodically the Committee's procedure, if any, regarding candidates submitted
by shareholders. The Governance and Nominating Committee does not have
specific, minimum qualifications for nominees, nor has it established specific
qualities or skills that it regards as necessary for one or more of the
Independent Trustees to possess (other than qualities or skills that may be
required by applicable law or regulation).


                                       37


However, in evaluating a person as a potential nominee to serve as an
Independent Trustee, the Governance and Nominating Committee will consider the
following general criteria and principles, among any others that it may deem
relevant:

o whether the person has a reputation for integrity, honesty and adherence to
  high ethical standards;

o whether the person has demonstrated business acumen and ability to exercise
  sound judgment in matters that relate to the objectives of the fund and
  whether the person is willing and able to contribute positively to the
  decision-making process of the fund;

o whether the person has a commitment and ability to devote the necessary time
  and energy to be an effective Independent Trustee, to understand the fund
  and the responsibilities of a trustee of an investment company;

o whether the person has the ability to understand the sometimes conflicting
  interests of the various constituencies of the fund and to act in the
  interests of all shareholders;

o whether the person has a conflict of interest that would impair his or her
  ability to represent the interests of all shareholders and to fulfill the
responsibilities of a trustee; et

o the value of diversity on the Board. The Governance and Nominating Committee
  Charter provides that nominees shall not be discriminated against on the
  basis of race, religion, national origin, sex, sexual orientation,
  disability or any other basis proscribed by law.

The Governance and Nominating Committee also will consider whether the nominee
has the experience or skills that the Governance and Nominating Committee
believes would maintain or enhance the effectiveness of the Independent
Trustees' oversight of the fund's affairs, based on the then current
composition and skills of the Independent Trustees and experience or skills
that may be appropriate in light of changing business conditions and regulatory
or other developments. The Governance and Nominating Committee does not
necessarily place the same emphasis on each criterion.

The Governance and Nominating Committee does not have a formal policy for
considering trustee nominees submitted by the fund's shareholders. Nonetheless,
the Nominating Committee may, on an informal basis, consider any shareholder
recommendations of nominees that it receives. Shareholders who wish to
recommend a nominee should send recommendations to the fund's Secretary that
include all information relating to such persons that is required to be
included in solicitations of proxies for the election of trustees.


POLICY ADMINISTRATION COMMITTEE

Thomas J. Perna (Chair), John E. Baumgardner, Jr., and Marguerite A. Piret.


The Policy Administration Committee, among other things, oversees and monitors
the fund's compliance with legal and regulatory requirements that are not
directly related to financial reporting, internal financial controls,
independent audits or the performance of the fund's internal audit function.
The Policy Administration Committee also oversees the adoption and
implementation of certain of the fund's policies and procedures.


VALUATION COMMITTEE

Diane Durnin, Benjamin M. Friedman, Lorraine H. Monchak and Marguerite A. Piret
(Chair).


The Valuation Committee, among other things, determines with Amundi Pioneer the
value of securities under certain circumstances and considers other matters
with respect to the valuation of securities, in each case in accordance with
the fund's valuation procedures.


OVERSIGHT OF RISK MANAGEMENT
Consistent with its responsibility for oversight of the fund in the interests
of shareholders, the Board of Trustees has established a framework for the
oversight of various risks relating to the fund, including the oversight of the
identification of risks and the management of certain identified risks.
Board has delegated certain aspects of its risk oversight responsibilities to
the committees, but relies primarily on


                                       38


Amundi Pioneer and its affiliates for the identification and management or
mitigation of risks relating to their management activities on behalf of the
fund, as well as to oversee and advise the Board on the risks that may arise
relating to the activities of other fund service providers.

The fund faces a number of risks, such as investment risk, counterparty risk,
valuation risk, enterprise risk, reputational risk, cybersecurity risk, risk of
operational failure or lack of business continuity, and legal, compliance and
regulatory risk. The goal of risk management is to identify and address risks,
i.e., events or circumstances that could have material adverse effects on the
business, operations, shareholder services, investment performance or
reputation of the fund.

Most of the fund's investment management and business operations are carried
out by or through Amundi Pioneer, its affiliates, and other service providers
(such as the custodian and fund accounting agent and the transfer agent), each
of which has an independent interest in risk management but whose policies and
the methods by which one or more risk management functions are carried out may
differ from the fund's and each other's in the setting of priorities, the
resources available or the effectiveness of relevant controls. Operational or
other failures, including cybersecurity failures, at any one or more of the
fund's service providers could have a material adverse effect on the fund and
its shareholders.

Under the overall supervision of the Board or the applicable committee of the
Board, Amundi Pioneer and the affiliates of Amundi Pioneer, or other service
providers to the fund, employ a variety of processes, procedures and controls
in an effort to identify, address and mitigate risks. Different processes,
procedures and controls are employed with respect to different types of risks.
Various personnel, including the fund's and Amundi Pioneer's chief compliance
officer and Amundi Pioneer's chief risk officer and director of internal audit,
as well as various personnel of Amundi Pioneer and of other service providers,
make periodic reports to the applicable committee or to the Board with respect
to various aspects of risk management. The reports received by the Trustees
related to risks typically are summaries of relevant information.

The Trustees recognize that not all risks that may affect the fund can be
identified, that it may not be practical or cost-effective to eliminate or
mitigate certain risks, that it may be necessary to bear certain risks (such as
investment-related risks) to achieve the fund's goals, that the processes,
procedures and controls employed to address certain risks may be limited in
their effectiveness, and that some risks are simply beyond the control of the
fund or Amundi Pioneer and its affiliates or other service providers. Nes
most of the fund's operations are carried out by various service providers, the
Board's oversight of the risk management processes of those service providers,
including processes to address cybersecurity and other operational failures, is
inherently limited. (See "Cybersecurity issues" above.) As a result of the
foregoing and other factors, the fund's ability to manage risk is subject to
substantial limitations.

It is important to note that the fund is designed for investors that are
prepared to accept investment risk, including the possibility that as yet
unforeseen risks may emerge in the future.


COMPENSATION OF OFFICERS AND TRUSTEES
The Pioneer Funds, including the fund, compensate their Trustees.
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. Amundi Pioneer reimburses these
  funds for the fees paid to the Interested Trustees.


                                       39


Except for the chief compliance officer, the fund does not pay any salary or
other compensation to its officers. The fund pays a portion of the chief
compliance officer's compensation for her services as the fund's chief
compliance officer. Amundi Pioneer pays the remaining portion of the chief
compliance officer's compensation.

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 Amundi Pioneer and its affiliates without a sales charge in order to
encourage investment in the fund by individuals who are responsible for its
management and because the sales to such persons do not entail any sales effort
by the fund, brokers or other intermediaries.


OTHER INFORMATION
The Amended and Restated Agreement and Declaration of Trust provides that no
Trustee, officer or employee of the fund shall be liable to the fund or any
shareholder for any action, failure to act, error or mistake except in cases of
bad faith, willful misfeasance, gross negligence or reckless disregard of duty.
The Amended and Restated Agreement and Declaration of Trust requires the fund
to indemnify each Trustee, director, officer, employee and authorized agent 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 such a Trustee, director, officer, employee, or agent
and against amounts paid or incurred by him in settlement thereof. The 1940 Act
currently provides that no officer or director shall be protected from
liability to the fund or shareholders for willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties of office. The Amended and
Restated Agreement and Declaration of Trust extends to Trustees, officers and
employees of the fund the full protection from liability that the law allows.



MATERIAL RELATIONSHIPS OF THE INDEPENDENT TRUSTEES
Mr. Baumgardner, an Independent Trustee, is Of Counsel to Sullivan & Cromwell
LLP, which acts as counsel to the Independent Trustees of all of the Pioneer
Funds. The aggregate compensation paid to Sullivan & Cromwell LLP by the
Pioneer Funds was approximately $631,977 and $390,749 in each of 2019 and 2018.



SHARE OWNERSHIP
See "Annual Fee, Expense and Other Information" for 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 available to
shareowners without charge at https://us.amundipioneer.com and on the SEC's
website at https://www.sec.gov. The fund's proxy voting policies and procedures
are attached as "Appendix B."


4. INVESTMENT ADVISER

The fund has entered into a management agreement (hereinafter, the "management
contract") with Amundi Pioneer pursuant to which Amundi Pioneer acts as the
fund's investment adviser. Amundi Pioneer is an indirect, wholly owned
subsidiary of Amundi and Amundi's wholly owned subsidiary, Amundi USA, Inc.

Amundi is controlled by Credit Agricole S.A., a French credit institution.
Credit Agricole S.A. holds approximately 70% of Amundi's share capital.
remaining shares of Amundi are held by institutional and retail investors.


                                       40



Certain Trustees or officers of the fund are also directors and/or officers of
certain of Amundi's subsidiaries (see management biographies above). Amundi
Pioneer has entered into participating affiliate agreements with certain of its
affiliates, including Amundi and certain subsidiaries of Amundi, pursuant to
which these affiliates provide services, including investment management and
trading services, to Amundi Pioneer.


As the fund's investment adviser, Amundi 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. Amundi 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.

The management contract will continue in effect from year to year provided such
continuance is specifically approved at least annually (i) by the Trustees of
the fund or by a majority of the outstanding voting securities of the fund (as
defined in the 1940 Act), and (ii) in either event, by a majority of the
Independent Trustees of the fund, with such Independent Trustees casting votes
in person at a meeting called for such purpose.

The management contract may be terminated without penalty by the Trustees of
the fund or by vote of a majority of the outstanding voting securities of the
fund on not more than 60 days' nor less than 30 days' written notice to Amundi
Pioneer, or by Amundi Pioneer on not less than 90 days' written notice to the
fund, and will automatically terminate in the event of its assignment (as
defined in the 1940 Act) by Amundi Pioneer. The management contract is not
assignable by the fund except with the consent of Amundi Pioneer.

The Trustees' approval of and the terms, continuance and termination of the
management contract are governed by the 1940 Act. Pursuant to the management
contract, Amundi Pioneer assumes no responsibility other than to render the
services called for under the management contract, in good faith, and Amundi
Pioneer will not be liable for any error of judgment or mistake of law or for
any loss arising out of any investment or for any act or omission in the
execution of securities or other transactions for the fund. Amundi 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. The management contract requires Amundi Pioneer to furnish all
necessary services, facilities and personnel in connection with the performance
of its services under the management contract, and except as specifically
stated therein, Amundi Pioneer is not responsible for any of the fund's
ordinary and extraordinary expenses.


ADVISORY FEE
As compensation for its management services and expenses incurred, the fund
pays Amundi Pioneer a management fee that is comprised of two components.
first component is an annual basic fee (the "basic fee") equal to 0.70% of the
fund's average daily net assets up to $500 million, 0.65% on the next $500
million of the fund's average daily net assets, 0.625% on the next $3 billion
of the fund's average daily net assets, and 0.60% of the fund's average daily
net assets over $4 billion The second component is a performance fee
adjustment.

PERFORMANCE FEE ADJUSTMENT. The basic fee is subject to upward or downward
adjustment depending on whether, and to what extent, the investment performance
of the Class A shares of the fund for the relevant performance period exceeds,
or is exceeded by, the investment record (the "record") of the index determined
by the fund to be appropriate over the same period. The Trustees have
designated the Russell Midcap Value Index (the "Index") for this purpose.
Index measures the performance of U.S. mid-cap value stocks.

The performance period consists of the current month and the prior 35 months.
Each percentage point of difference (up to a maximum of +/-10 percentage
points) would result in a performance rate adjustment of 0.01%. The maximum
rate adjustment is therefore +/-0.10%. An appropriate percentage of this rate
(based upon the number of days in the current month) is then multiplied by the
average net assets of the fund over the entire performance period, giving the
dollar amount that will be added to (or subtracted from)


                                       41


the basic fee. Amundi Pioneer contractually limits any positive adjustments of
the fund's management fee to 0.10% of the fund's average daily net assets on an
annual basis (i.e., to a maximum annual fee of 0.80% after the performance
adjustment


PERFORMANCE ADJUSTMENT EXAMPLE
The following hypothetical example illustrates the application of the
performance adjustment.

For purposes of the example, any dividends or capital gain distributions paid
by the fund are treated as if reinvested in shares of the fund at net asset
value, and any dividends paid on the stocks in the Index are treated as if
reinvested in the Index. The example assumes fund assets of up to $500 million.


EXAMPLE ASSUMING THE FUND OUTPERFORMS THE INDEX
The example also makes these assumptions:
 



                                                               FUND'S
FOR THE                   FUND'S       INDEX'S            PERFORMANCE
PERFORMANCE           INVESTMENT    CUMULATIVE            RELATIVE TO
PERIOD               PERFORMANCE        CHANGE              THE INDEX
-----------------  -------------  ------------  ---------------------
                                       



First day          $10                   100
-----------------  ---                  ----    ---------------------
Last day           $13                   123
-----------------  ---                  ----    ---------------------
Absolute change    +$3            +$23
-----------------  ---            ----          ---------------------
Actual change             +30%          +23%    +7 percentage points
-----------------          ---          ----    ---------------------








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

o The portion of the annual basic fee rate of 0.70% (0.70% of the fund's
  average daily net assets up to $500 million, 0.65% on the next $500 million,
  0.625% on the next $3 billion, and 0.60% on the excess over $4 billion)
  applicable to that month is multiplied by the fund's average daily net
  assets for the month. This results in the dollar amount of the basic fee.

o The +7 percentage point difference between the performance of the fund's
  Class A shares and the record of the Index is multiplied by the performance
  rate adjustment of 0.01% producing a rate of 0.07%.

o The 0.07% rate (adjusted for the number of days in the month) is multiplied
by the fund's average daily net assets for the performance period. C'est tout
  results in the dollar amount of the performance adjustment.

o The dollar amount of the performance adjustment is added to the dollar amount
  of the basic fee producing the adjusted management fee.


EXAMPLE ASSUMING THE INDEX OUTPERFORMS THE FUND
The example also makes these assumptions:
 



                                                                FUND'S
FOR THE                   FUND'S       INDEX'S             PERFORMANCE
PERFORMANCE           INVESTMENT    CUMULATIVE             RELATIVE TO
PERIOD               PERFORMANCE        CHANGE               THE INDEX
-----------------  -------------  ------------  ----------------------
                                       



First day          $10                   100
-----------------  ---                  ----    ----------------------
Last day           $11                   120
-----------------  ---                  ----    ----------------------
Absolute change    +$1            +$20
-----------------  ---            ----          ----------------------
Actual change             +10%          +20%    -10 percentage points
-----------------          ---          ----    ----------------------








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


                                       42


o The portion of the annual basic fee rate of 0.70% (0.70% of the fund's
  average daily net assets up to $500 million, 0.65% on the next $500 million,
  0.625% on the next $3 billion, and 0.60% on the excess over $4 billion)
  applicable to that month is multiplied by the fund's average daily net
  assets for the month. This results in the dollar amount of the basic fee.

o The -10 percentage point difference between the performance of the fund's
  Class A shares and the record of the Index is multiplied by the performance
  rate adjustment of 0.01% producing a rate of -0.10%.

o The -0.10% rate (adjusted for the number of days in the month) is multiplied
by the fund's average daily net assets for the performance period. C'est tout
  results in the dollar amount of the performance adjustment.

o The dollar amount of the performance adjustment is added to the dollar amount
  of the basic fee producing the adjusted management fee.

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

Because the adjustment to the basic fee is based on the comparative performance
of the fund and the record of the Index, the controlling factor is not whether
fund performance is up or down, but whether it is up or down more or less than
the record of the Index. Moreover, the comparative investment performance of
the fund is based solely on the relevant performance period without regard to
the cumulative performance over a longer or shorter period of time. The fund
has been advised that the staff of the Securities and Exchange Commission takes
the position that the Board may not substitute a new Index without shareholder
approval. Consequently, until the position of the staff changes, the fund would
submit any change in the Index to shareholders for their approval.

From time to time, the Trustees may determine that another securities index is
a more appropriate benchmark than the Index for purposes of evaluating the
performance of the fund. In such event, a successor index may be substituted
for the Index in prospectively calculating the performance based adjustment to
the basic fee. However, the calculation of the performance adjustment for any
portion of the performance period prior to the adoption of the successor index
would still be based upon the fund's performance compared to the Index.

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

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

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

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

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


                                       43


ADMINISTRATION AGREEMENT
The fund has entered into an amended and restated administration agreement with
Amundi Pioneer pursuant to which Amundi Pioneer acts as the fund's
administrator, performing certain accounting, administration and legal services
for the fund. Amundi Pioneer is reimbursed for its cost of providing such
services. The cost of providing these services is based on direct costs and
costs of overhead, subject to review by the Board of Trustees. See "Annual Fee,
Expense and Other Information" for fees the fund paid to Amundi Pioneer for
administration and related services. In addition, Brown Brothers Harriman & Co.
performs certain sub-administration services to the fund pursuant to an
agreement with Amundi Pioneer and the fund.

Under the terms of the amended and restated administration agreement with the
fund, Amundi Pioneer pays or reimburses the fund for expenses 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 the extent such services
are performed by personnel of Amundi 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 those Trustees of the fund who are not affiliated with
or interested persons of Amundi Pioneer, the fund (other than as Trustees),
Amundi Pioneer Asset Management USA, Inc. or the distributor; (k) the cost of
preparing and printing share certificates; (l) interest on borrowed money, if
any; (m) fees payable by the fund under management agreements and the
administration agreement; and (n) extraordinary expenses. The fund shall also
assume and pay any other expense that the fund, Amundi Pioneer or any other
agent of the fund may incur not listed above that is approved by the Board of
Trustees (including a majority of the Independent Trustees) as being an
appropriate expense of the fund. The fund shall pay all fees and expenses to be
paid by the fund under the sub-administration agreement with Brown Brothers
Harriman & Co. 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.


POTENTIAL CONFLICTS OF INTEREST
The fund is managed by Amundi 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 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.


44


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 Amundi 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 Amundi 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.


Amundi Pioneer has adopted compliance policies and procedures designed to
address these potential conflicts of interest, including policies that govern,
among other practices, the aggregation and allocation of trades among clients,
brokerage allocations, cross trades and best execution.



PERSONAL SECURITIES TRANSACTIONS
The fund, Amundi Pioneer, and Amundi Pioneer Distributor, Inc. 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 Amundi Pioneer and
certain of Amundi 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
Amundi Pioneer Distributor, Inc., 60 State Street, Boston, Massachusetts 02109,
is the principal underwriter for the fund in connection with the continuous
offering of its shares. Amundi Pioneer Distributor, Inc. is an indirect wholly
owned subsidiary of Amundi and a wholly owned subsidiary of Amundi Pioneer
Asset Management, Inc. Prior to July 3, 2017, the fund's distributor was named
Pioneer Funds Distributor, Inc.

The fund entered into an underwriting agreement with Amundi Pioneer
Distributor, Inc. which provides that Amundi Pioneer Distributor, Inc. will
bear expenses for the distribution of the fund's shares, except for expenses
incurred by Amundi Pioneer Distributor, Inc. for which it is reimbursed or
compensated by the fund under the distribution plan (discussed below). Amundi
Pioneer Distributor, Inc. 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. Amundi Pioneer
Distributor, Inc. 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.
fund bears the cost of registering its shares under federal and state
securities law and the laws of certain non-U.S. countries. Under the
underwriting agreement, Amundi Pioneer Distributor, Inc. will use its best
efforts in rendering services to the fund.


                                       45


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 Amundi Pioneer Distributor, Inc. and reallowed to
dealers in connection with Amundi Pioneer Distributor, Inc.'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 Amundi 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.


DISTRIBUTION PLAN
The fund has adopted a distribution plan (the "Distribution Plan") pursuant to
Rule 12b-1 under the 1940 Act with respect to its Class A, Class C and Class R
shares. The fund has not adopted a Distribution Plan with respect to its Class
K or Class Y shares.

For each Class that has adopted a Distribution Plan, 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:
 



            APPLICABLE PERCENTAGE
CLASS                   PER ANNUM
---------  ----------------------
        
Class A                    0.25%
---------                   ----
Class C                    1.00%
---------                   ----
Class R                    0.50%
---------                   ----








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 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


                                       46


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 2341 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. À
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 fund may participate in joint distribution activities with
other Pioneer funds. The costs associated with such joint distribution
activities are allocated to a fund based on the number of shares sold.

The Distribution Plan also recognizes that Amundi Pioneer, Amundi Pioneer
Distributor, Inc. 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 Amundi Pioneer Distributor, Inc. for the most
recently completed fiscal year.


CLASS C SHARES
Amundi Pioneer Distributor, Inc. will advance to dealers the first-year service
fee at a rate equal to 0.25% of the amount invested. As compensation therefor,
Amundi Pioneer Distributor, Inc. 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.


SERVICE PLAN FOR CLASS R SHARES
The fund has adopted a service plan (the "Service Plan") with respect to its
Class R shares under which the fund is authorized to pay securities dealers,
plan administrators or other service organizations who agree to provide certain
services to plans or plan participants holding shares of the fund a service fee
à propos


                                       47


up to 0.25% of the fund's average daily net assets attributable to Class R
shares held by such plan participants. These services may include (a) acting,
directly or through an agent, as the shareholder of record and nominee for all
plan participants, (b) maintaining account records for each plan participant
that beneficially owns Class R shares, (c) processing orders to purchase,
redeem and exchange Class R shares on behalf of plan participants, and handling
the transmission of funds representing the purchase price or redemption
proceeds, and (d) addressing plan participant questions regarding their
accounts and the fund.


6. SHAREHOLDER SERVICING/TRANSFER AGENT

The fund has contracted with DST Asset Manager Solutions, Inc., 2000 Crown
Colony Drive, Quincy, Massachusetts, 02169, to act as shareholder servicing and
transfer agent for the fund.

Under the terms of its contract with the fund, DST Asset Manager Solutions,
Inc. 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.


7. CUSTODIAN AND SUB-ADMINISTRATOR

Brown Brothers Harriman & Co. ("BBH"), 50 Post Office Square, Boston,
Massachusetts 02110, 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.

BBH also performs certain fund accounting and fund administration services for
the Pioneer Fund complex, including the fund. For performing such services, BBH
receives fees based on complex-wide assets.


8. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Ernst & Young LLP, 200 Clarendon Street, Boston, Massachusetts 02116-5072,
independent registered public accounting firm, provided audit services, tax
return review services, and assistance and consultation with respect to filings
with the SEC for the fiscal year ended October 31, 2019.



9. PORTFOLIO MANAGEMENT


ADDITIONAL INFORMATION ABOUT THE PORTFOLIO MANAGERS

OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGERS

The table below indicates, for the portfolio managers 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 October 31, 2019. 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.



                                       48






                                                                                                

                                                                                                

                                                                                                

                                                                                                NUMBER OF          ASSETS
                                                                                                 ACCOUNTS         MANAGED
                                                                                              MANAGED FOR       FOR WHICH
                                                                                           WHICH ADVISORY        ADVISORY
                                                           NUMBER OF                               FEE IS          FEE IS
NAME OF                                                     ACCOUNTS       TOTAL ASSETS      PERFORMANCE-    PERFORMANCE-
PORTFOLIO MANAGER     TYPE OF ACCOUNT                        MANAGED    MANAGED (000'S)             BASED   BASED (000'S)
--------------------  ---------------------------------- -----------  -----------------  ----------------  --------------
                                                                                            



Timothy P. Stanish    Other Registered Investment
                      Companies                                  1    $287,768                        N/A             N/A
                      Other Pooled Investment Vehicles           1    $173,704                        N/A             N/A
                      Other Accounts                             0    $      0                        N/A             N/A
--------------------  ---------------------------------- -----------  --------           ----------------  --------------
Raymond Haddad        Other Registered
                      Investment Companies                       3    $412,484                        N/A             N/A
                      Other Pooled Investment Vehicles           1    $173,704                        N/A             N/A
                      Other Accounts                             0    $      0                        N/A             N/A
--------------------  ---------------------------------- -----------  --------           ----------------  --------------












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, Amundi 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 Amundi 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. Amundi 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 that was expected to appreciate in value significantly shortly
  after the offering was allocated to a single account, that account may be
  expected to have better investment performance than other accounts that did
  not receive an allocation of the initial public offering. Generally,
  investments for which there is limited availability are allocated based upon
  a range of factors including available cash and consistency with the
  accounts' investment objectives and policies. This allocation methodology
  necessarily involves some subjective elements but is intended over time to
  treat each client in an equitable and fair manner. Generally, the investment
  opportunity is allocated among participating accounts on a pro rata basis.
  Although Amundi 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


                                       49


 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, Amundi Pioneer will place the order in
 a manner intended to result in as favorable a price as possible for such
 client.

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


                                       50


 the fund, is the Russell Midcap Value Index. As a result of these two
 benchmarks, the performance of the portfolio manager for compensation purposes
 is measured against the criteria that are relevant to the portfolio manager's
 competitive universe.

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

o AMUNDI PIONEER RESULTS AND BUSINESS LINE RESULTS. Amundi 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). Un
portion of the annual bonus is deferred for a specified period and may be
invested in one or more Pioneer funds.


Certain portfolio managers participate in other programs designed to reward and
retain key contributors. Portfolio managers also may participate in a deferred
compensation program, whereby deferred amounts are invested in one or more
Pioneer funds or collective investment trusts or other unregistered funds with
similar investment objectives, strategies and policies.



SHARE OWNERSHIP BY PORTFOLIO MANAGERS

The following table indicates as of October 31, 2019 the value, within the
indicated range, of shares beneficially owned by the portfolio managers of the
fund.

 




                             BENEFICIAL OWNERSHIP
NAME OF PORTFOLIO MANAGER    OF THE FUND*
---------------------------  ---------------------
                          
Timothy P. Stanish           A
---------------------------  ---------------------
Raymond Haddad               A
---------------------------  ---------------------












*     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 Amundi Pioneer pursuant to authority contained in the
fund's management contract. Amundi Pioneer seeks to obtain overall 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, Amundi 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.).


                                       51


Amundi 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 Amundi 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 Amundi 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; et
effecting securities transactions and performing functions incidental thereto
(such as clearance and settlement). Amundi 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 Amundi 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. Amundi
Pioneer believes that no exact dollar value can be calculated for such
services.

The research received from broker-dealers may be useful to Amundi Pioneer in
rendering investment management services to the fund as well as other
investment companies or other accounts managed by Amundi 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 Amundi Pioneer in carrying out its
obligations to the fund. The receipt of such research enables Amundi 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 Amundi Pioneer or other expenses. Since the commissions paid to the third
party brokers reflect a commission cost that the fund would generally expect to
incur on its brokerage transactions but not necessarily the lowest possible
commission, this arrangement is intended to reduce the fund's operating
expenses without increasing the cost of its brokerage commissions. Since use of
such directed brokerage is subject to the requirement to achieve best execution
in connection with the fund's brokerage transactions, there can be no assurance
that such arrangements will be utilized. Pursuant to expense offset
arrangements, the fund may incur lower transfer agency expenses due to interest
earned on cash held with the transfer agent. See "Financial highlights" in the
prospectus.

See the table in "Annual Fee, Expense and Other Information" for aggregate
brokerage and underwriting commissions paid by the fund in connection with its
portfolio transactions during recently completed fiscal years. The Board of
Trustees periodically reviews Amundi 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 contingent deferred sales charge ("CDSC"). See


52


"Sales Charges." When issued and paid for in accordance with the terms of the
prospectus and statement of additional information, shares of the fund are
fully paid and non-assessable. Shares will remain on deposit with the fund's
transfer agent and certificates will not normally be issued.


The fund is a series of Pioneer Mid Cap Value Fund, a Delaware statutory trust.
The Trustees have authorized the issuance of the following classes of shares of
the fund, designated as Class A, Class C, Class K, Class R and Class Y shares.
Until November 10, 2014, the fund offered Class B shares. All outstanding Class
B shares were converted to Class A shares on November 10, 2014. 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 identical rights (based on relative net
asset values) to assets and liquidation proceeds. Share classes can bear
different class-specific fees and expenses such as transfer agent and
distribution fees. Differences in class-specific fees and expenses will result
in differences in net investment income and, therefore, the payment of
different dividends by each class. Share classes have exclusive voting rights
with respect to matters affecting only that class, including with respect to
the distribution plan for that class.


THE TRUST
The Trust's operations are governed by the Amended and Restated Agreement and
Declaration of Trust, dated as of January 12, 2016 (referred to in this section
as the declaration). A copy of the Trust's Certificate of Trust dated as of
January 8, 1998, as amended, is on file with the office of the Secretary of
State of Delaware.

Delaware law provides a statutory framework for the powers, duties, rights and
obligations of the board (referred to in this section as the trustees) and
shareholders of the Delaware statutory trust, while the more specific powers,
duties, rights and obligations of the trustees and the shareholders are
determined by the trustees as set forth in the declaration. Some of the more
significant provisions of the declaration are described below.


SHAREHOLDER VOTING
The declaration provides for shareholder voting as required by the 1940 Act or
other applicable laws but otherwise permits, consistent with Delaware law,
actions by the trustees without seeking the consent of shareholders.
trustees may, without shareholder approval, where approval of shareholders is
not otherwise required under the 1940 Act, merge or consolidate the Trust into
other entities, reorganize the Trust or any series or class into another trust
or entity or a series or class of another entity, sell the assets of the Trust
or any series or class to another entity, or a series or class of another
entity, or terminate the Trust or any series or class.

The fund is not required to hold an annual meeting of shareholders, but the
fund will call special meetings of shareholders whenever required by the 1940
Act or by the terms of the declaration. The declaration gives the board the
flexibility to specify either per share voting or dollar-weighted voting. Under
per share voting, each share of the fund is entitled to one vote. Under
dollar-weighted voting, a shareholder's voting power is determined, not by the
number of shares the shareholder owns, but by the dollar value of those shares
determined on the record date. All shareholders of all series and classes of
the Trust vote together, except where required by the 1940 Act to vote
separately by series or by class, or when the trustees have determined that a
matter affects only the interests of one or more series or classes of shares.


                                       53


ELECTION AND REMOVAL OF TRUSTEES
The declaration provides that the trustees may establish the number of trustees
and that vacancies on the board may be filled by the remaining trustees, except
when election of trustees by the shareholders is required under the 1940 Act.
Trustees are then elected by a plurality of votes cast by shareholders at a
meeting at which a quorum is present. The declaration also provides that a
mandatory retirement age may be set by action of two-thirds of the trustees and
that trustees may be removed at any time or for any reason by a majority of the
board or by a majority of the outstanding shareholders of the Trust.


AMENDMENTS TO THE DECLARATION
The trustees are authorized to amend the declaration without the vote of
shareholders, but no amendment may be made that impairs the exemption from
personal liability granted in the declaration to persons who are or have been
shareholders, trustees, officers or, employees of the trust or that limit the
rights to indemnification or insurance provided in the declaration with respect
to actions or omissions of persons entitled to indemnification under the
declaration prior to the amendment.


ISSUANCE AND REDEMPTION OF SHARES
The fund may issue an unlimited number of shares for such consideration and on
such terms as the trustees may determine. Shareholders are not entitled to any
appraisal, preemptive, conversion, exchange or similar rights, except as the
trustees may determine. The fund may involuntarily redeem a shareholder's
shares upon certain conditions as may be determined by the trustees, including,
for example, if the shareholder fails to provide the fund with identification
required by law, or if the fund is unable to verify the information received
from the shareholder. Additionally, as discussed below, shares may be redeemed
in connection with the closing of small accounts.


DISCLOSURE OF SHAREHOLDER HOLDINGS
The declaration specifically requires shareholders, upon demand, to disclose to
the fund information with respect to the direct and indirect ownership of
shares in order to comply with various laws or regulations, and the fund may
disclose such ownership if required by law or regulation.


SMALL ACCOUNTS
The declaration provides that the fund may close out a shareholder's account by
redeeming all of the shares in the account if the account falls below a minimum
account size (which may vary by class) that may be set by the trustees from
time to time. Alternately, the declaration permits the fund to assess a fee for
small accounts (which may vary by class) and redeem shares in the account to
cover such fees, or convert the shares into another share class that is geared
to smaller accounts.


SERIES AND CLASSES
The declaration provides that the trustees may establish series and classes in
addition to those currently established and to determine the rights and
preferences, limitations and restrictions, including qualifications for
ownership, conversion and exchange features, minimum purchase and account size,
expenses and charges, and other features of the series and classes.
trustees may change any of those features, terminate any series or class,
combine series with other series in the trust, combine one or more classes of a
series with another class in that series or convert the shares of one class
into another class.

Each share of the fund, as a series of the Trust, represents an interest in the
fund only and not in the assets of any other series of the Trust.


                                       54


SHAREHOLDER, TRUSTEE AND OFFICER LIABILITY
The declaration provides that shareholders are not personally liable for the
obligations of the fund and requires a fund to indemnify a shareholder against
liability arising solely from the shareholder's ownership of shares in the
fund. In addition, the fund will assume the defense of any claim against a
shareholder for personal liability at the request of the shareholder.
declaration also provides that no Trustee, officer or employee of the Trust
owes any duty to any person (including without limitation any shareholder),
other than the Trust or any series. The declaration further provides that no
trustee, officer or employee of the fund shall be liable to the fund or any
shareholder for any action, failure to act, error or mistake except in cases of
bad faith, willful misfeasance, gross negligence or reckless disregard of duty.
The declaration requires the fund to indemnify each trustee, director, officer,
employee and authorized agent 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 such a
trustee, director, officer, employee, or agent and against amounts paid or
incurred by him in settlement thereof. The 1940 Act currently provides that no
officer or director shall be protected from liability to the fund or
shareholders for willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties of office. The declaration extends to trustees,
officers and employees of the fund the full protection from liability that the
law allows.

The declaration provides that the appointment, designation or identification of
a trustee as chairperson, a member of a committee, an expert, lead independent
trustee, or any other special appointment, designation or identification shall
not impose any heightened standard of care or liability on such trustee.


DERIVATIVE AND DIRECT ACTIONS
The declaration provides a detailed process for the bringing of derivative or
direct actions by shareholders in order to permit legitimate inquiries and
claims while avoiding the time, expense, distraction, and other harm that can
be caused to the fund or its shareholders as a result of spurious shareholder
demands and derivative actions. Prior to bringing a derivative action, a demand
by three unrelated shareholders must first be made on the fund's trustees.
declaration details various information, certifications, undertakings and
acknowledgements that must be included in the demand. Following receipt of the
demand, the trustees have a period of 90 days, which may be extended by an
additional 60 days, to consider the demand. If a majority of the trustees who
are considered independent for the purposes of considering the demand determine
that maintaining the suit would not be in the best interests of the fund, the
trustees are required to reject the demand and the complaining shareholders may
not proceed with the derivative action unless the shareholders are able to
sustain the burden of proof to a court that the decision of the trustees not to
pursue the requested action was not a good faith exercise of their business
judgment on behalf of the fund. The declaration further provides that
shareholders owning shares representing at least 10% of the voting power of the
affected fund must join in bringing the derivative action. If a demand is
rejected, the complaining shareholders will be responsible for the costs and
expenses (including attorneys' fees) incurred by the fund in connection with
the consideration of the demand, if a court determines that the demand was made
without reasonable cause or for an improper purpose. If a derivative action is
brought in violation of the declaration, the shareholders bringing the action
may be responsible for the fund's costs, including attorneys' fees, if a court
determines that the action was brought without reasonable cause or for an
improper purpose.

The declaration provides that no shareholder may bring a direct action claiming
injury as a shareholder of the Trust, or any series or class thereof, where the
matters alleged (if true) would give rise to a claim by the Trust or by the
Trust on behalf of a series or class, unless the shareholder has suffered an
injury distinct from that suffered by the shareholders of the Trust, or the
series or class, generally. Under the declaration, a shareholder bringing a
direct claim must be a shareholder of the series or class with respect to which
the direct action is brought at the time of the injury complained of, or have
acquired the shares afterwards by operation of law from a person who was a
shareholder at that time.


                                       55


The declaration further provides that the fund shall be responsible for payment
of attorneys' fees and legal expenses incurred by a complaining shareholder
only if required by law, and any attorneys' fees that the fund is obligated to
pay shall be calculated using reasonable hourly rates. The declaration also
requires that actions by shareholders against the fund be brought only in
federal court in Boston, Massachusetts, or if not permitted to be brought in
federal court, then in state court in Boston, Massachusetts, and that
shareholders have no right to jury trial for such actions.

The declaration also provides that shareholders have no rights, privileges,
claims or remedies under any contract or agreement entered into by the Trust
with any service provider or other agent or contract with the Trust, including,
without limitation, any third party beneficiary rights, except as may be
expressly provided in any service contract or agreement.


12. SALES CHARGES

The fund continuously offers the following classes of shares: Class A, Class C,
Class K, Class R and Class Y shares, 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. The availability of
certain sales charge waivers and discounts may depend on whether you purchase
your shares directly from the fund or through a financial intermediary. Please
see the prospectus to determine any sales charge discounts and waivers that may
be available to you through your financial intermediary.


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



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



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








The schedule of sales charges above is applicable to purchases of Class A
shares of the fund by (i) an individual, (ii) an individual and his or her
spouse and children under the age of 21 and (iii) a trustee or other fiduciary
of a trust estate or fiduciary account or related trusts or accounts including
pension, profit-sharing and other employee benefit trusts qualified under
Sections 401 or 408 of the Code although more than one beneficiary is involved;
however, pension, profit-sharing and other employee benefit trusts qualified
under Sections 401 or 408 of the Code which are eligible to purchase Class R
shares may aggregate purchases by beneficiaries of such plans only if the
pension, profit-sharing or other employee benefit trust has determined that it
does not require the services provided under the Class R Service Plan.
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 Amundi Pioneer Distributor, Inc. 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 Amundi Pioneer Distributor,
Inc. serves as principal underwriter. At the sole discretion of Amundi Pioneer
Distributor, Inc., holdings of funds domiciled outside the U.S., but which are
managed by affiliates of Amundi Pioneer, may be included for this purpose.


                                       56


No sales charge is payable at the time of purchase on investments of $500,000
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 12 months of purchase. Amundi Pioneer
Distributor, Inc. may, in its discretion, pay a commission to broker-dealers
who initiate and are responsible for such purchases as follows:
 





1.00%    Up to $4 million
----     ---------------------------------
         Greater than $4 million and less
0.50%    than or equal to $50 million
----     ---------------------------------
0.25%    Over $50 million
----     ---------------------------------








Commissions are based on cumulative investments in Class A shares of the
Pioneer funds. 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 $500,000 in total plan assets (or that has 1,000 or more eligible
participants for employer-sponsored retirement plans with accounts established
with Amundi 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 12 months of purchase.

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


LETTER OF INTENT ("LOI")
Reduced sales charges are available for purchases of $50,000 or more of Class A
shares (excluding any reinvestments of dividends and capital gain
distributions) made within a 13-month period pursuant to an LOI which may be
established by completing the Letter of Intent section of the Account
Application. The reduced sales charge will be the charge that would be
applicable to the purchase of the specified amount of Class A shares as if the
shares had all been purchased at the same time. A purchase not made pursuant to
an LOI may be included if the LOI is submitted to the fund's transfer agent
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 the fund's transfer agent,
registered in your name, until the terms of the LOI are fulfilled. When you
sign the Account Application, you agree to irrevocably appoint the fund's
transfer agent 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 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 Amundi Pioneer Distributor, Inc., as part of such retroactive
adjustment, the excess of the commission previously reallowed or paid to the
dealer over that which is applicable to the actual amount of the total
purchases under the LOI.

If the total purchases are less than the amount specified under the LOI, Amundi
Pioneer Distributor, Inc. will recalculate your sales charge and the fund's
transfer agent will redeem the appropriate number of shares held in escrow to
realize the difference and release any excess.


                                       57


If sufficient shares are not purchased to complete the LOI because all
registered account owners died within the 13-month period, Amundi Pioneer
Distributor, Inc. will consider the LOI complete and will not adjust past
transactions for purposes of the sales charges paid. Commissions to dealers
will not be adjusted or paid on the difference between the LOI amount and the
amount actually invested before the shareholders' deaths.


CLASS C SHARES
You may buy Class C 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 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. Effective September 1, 2018, Class C
shares automatically convert to Class A shares after 10 years.

The automatic conversion will be based on the relative net asset values of the
two share classes without the imposition of a sales charge or fee. Generally,
in order for your Class C shares to be eligible for automatic conversion to
Class A shares, the fund or the financial intermediary through which you
purchased your shares must have records which confirm that your Class C shares
have been held for 10 years. Class C shares held through group retirement plan
recordkeeping platforms of certain financial intermediaries who hold such
shares in an omnibus account and do not track participant level share lot aging
to facilitate such a conversion will not be eligible for automatic conversion
to Class A shares. Specific intermediaries may have different policies and
procedures regarding the conversion of Class C shares to Class A 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 Amundi Pioneer Distributor, Inc. and are
used in whole or in part to defray Amundi Pioneer Distributor, Inc.'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 K SHARES
No front-end, deferred or asset-based sales charges are applicable to Class K
shares.


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

Class R shares are available to certain tax-deferred retirement plans
(including 401(k) plans, employer-sponsored 403(b) plans, 457 plans, profit
sharing and money purchase pension plans, defined benefit plans and
non-qualified deferred compensation plans) held in plan level or omnibus
accounts. Class R shares also are available to individual retirement account
rollovers from eligible retirement plans that offered one or more Pioneer funds
as investment options. Class R shares generally are not available to
non-retirement accounts, traditional and Roth IRA's, Coverdell Education
Savings Accounts, SEP's, SAR-SEP's, Simple IRA's, individual 403(b)'s or
retirement plans that are not subject to the Employee Retirement Income
Security Act of 1974.


                                       58


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


CLASS Y 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. À
addition to those payments, Amundi Pioneer or one or more of its affiliates
(collectively, "Amundi Pioneer Affiliates") may make additional payments to
financial intermediaries in connection with the promotion and sale of shares of
Pioneer funds. Amundi 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. Amundi 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. Amundi Pioneer Affiliates do not
make an independent assessment of the cost of providing such services. Bien que
the financial intermediaries may request additional compensation from Amundi
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. À
this context, "financial intermediary" includes any broker, dealer, bank
(including bank trust departments), insurance company, transfer agent,
registered investment adviser, financial planner, retirement plan administrator
and any other financial intermediary having a selling, administrative and
shareholder servicing or similar agreement with an Amundi 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 Amundi 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.
Amundi 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 Amundi Pioneer Affiliates do. À qui
the extent financial intermediaries sell more shares of the funds or retain
shares of the funds in their clients' accounts, Amundi Pioneer Affiliates
benefit from the incremental management and other fees paid to Amundi Pioneer
Affiliates by the funds with respect to those assets.


                                       59


REVENUE SHARING PAYMENTS
Amundi Pioneer Affiliates make revenue sharing payments as incentives to
certain financial intermediaries to promote and sell shares of Pioneer funds.
The benefits Amundi 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
Amundi 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"). Amundi Pioneer Affiliates also may pay financial intermediaries
"finders'" or "referral" fees for directing investors to the Pioneer funds.
Amundi 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 Amundi 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 0.16% 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. Amundi Pioneer Affiliates may pay a
financial intermediary either or both Sales-Based Payments and Asset-Based
Payments.


ADMINISTRATIVE AND PROCESSING SUPPORT PAYMENTS
Amundi Pioneer Affiliates also may make payments to certain financial
intermediaries that sell Pioneer fund shares for certain administrative
services, including record keeping and sub-accounting shareholder accounts, to
the extent that the funds do not pay for these costs directly. Amundi 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
Amundi 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, Amundi 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 Amundi
Pioneer Affiliates may include financial assistance to financial intermediaries
that enable Amundi 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. Autres
compensation may be offered to the extent not prohibited by federal or state
laws or any self-regulatory agency, such as FINRA. Amundi Pioneer Affiliates
make payments for entertainment events they deem appropriate, subject to Amundi
Pioneer Affiliates'


                                       60


guidelines and applicable law. These payments may vary depending upon the
nature of the event or the relationship. Amundi Pioneer Affiliates also may
make payments to financial intermediaries for detailed information about the
intermediaries' activities relating to the Pioneer funds.


As of January 1, 2020, Amundi Pioneer anticipates that the following
broker-dealers or their affiliates will receive additional payments as
described in the fund's prospectus and statement of additional information:


ADP Retirement Services
AIG
Ameriprise Financial Services, Inc.
Ascensus Broker Dealer Services, Inc.
Brighthouse Securities, LLC
Cetera Advisors Networks LLC
Charles Schwab & Co., Inc.
Citigroup Global Markets Inc.
Commonwealth Financial Network
Conduent Securities, LLC
Fidelity Brokerage Services LLC
First Clearing, LLC
First Command Financial Planning, Inc.
FSC Securities Corporation
Guardian Investor Services LLC
GWFS Equities, Inc.
H.D. Vest Investment Services
Hartford Securities Distribution Company, Inc.
J.P. Morgan Securities LLC
Jefferson National Securities Corporation
Ladenburg Thalmann & Co. Inc.
Legend Equities Corporation
Lincoln Financial
LPL Financial Corp.
Merrill Lynch & Co., Inc.
Mid Atlantic Capital Corporation
MML Investors Services
Morgan Stanley & Co., Inc.
MSCS Financial Services, LLC
Mutual of Omaha Investor Services, Inc.
N.I.S. Financial Services, Inc.
National Financial Services LLC
Nationwide Securities, Inc.
Northwestern Investment Services, LLC
NYLife Securities, LLC
OneAmerica Securities, Inc.

Oppenheimer & Co.

Pershing LLC
PFS Investments Inc.
PNC Investments
Principal Securities, Inc.
Prudential Financial
Raymond James Financial Services, Inc.
RBC Dain Rauscher Inc.

                                       61


Royal Alliance Associates, Inc.
SagePoint Financial
Sammons Financial Network, LLC
Security Distributors
Standard Life Investments Securities LLC
Symetra Investment Services, Inc.
TD Ameritrade, Inc.
TIAA-CREF Individual & Institutional Services, LLC
T. Rowe Price Investment Services, Inc.
Transamerica Financial Advisors, Inc.
UBS Financial Services Inc.
U.S. Bancorp Investments, Inc.
Vanguard Marketing Corporation
Voya Financial Partners, LLC
Wells Fargo Investments, LLC
Woodbury Financial Services

Please contact your financial intermediary for details about any payments it
receives from Amundi 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 otherwise as
permitted by the rules of or by the order of the SEC.

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


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

Periodic payments 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 C and Class R share accounts
are limited to 10% of the value of the account at the time the SWP is
established. See "Qualifying for a reduced sales charge" in the prospectus. If
you direct that withdrawal payments be paid to another person, want to change
the bank where payments are sent or designate an address that is different from
the account's address of record after you have opened your account, a medallion
signature guarantee must accompany your instructions. 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.


                                       62


A SWP may be terminated at any time (1) by written notice to the fund or from
the fund to the shareholder; (2) upon receipt by the fund 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 the fund at 1-800-225-6292.


REINSTATEMENT PRIVILEGE (CLASS A SHARES)
Subject to the provisions outlined in the prospectus, you may reinvest all or
part of your sale proceeds from Class A 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 shares by telephone or online. See the
prospectus for more information. For personal assistance, call 1-800-225-6292
between 8:00 a.m. and 7:00 p.m. Eastern time on weekdays. Computer-assisted
telephone transactions may be available to shareholders who have prerecorded
certain bank information (see "FactFone/SM/"). YOU ARE STRONGLY URGED TO
CONSULT WITH YOUR INVESTMENT PROFESSIONAL PRIOR TO REQUESTING ANY TELEPHONE OR
ONLINE TRANSACTION.


TELEPHONE TRANSACTION PRIVILEGES
To confirm that each transaction instruction received by telephone is genuine,
the fund will record each telephone transaction, require the caller to provide
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, the fund's transfer agent nor Amundi Pioneer Distributor,
Inc. 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 fund or
  complete the online authorization screen on us.amundipioneer.com

To use online transactions, you must read and agree to the terms of an online
transaction agreement available on the Amundi 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.


                                       63


TELEPHONE AND WEBSITE ONLINE ACCESS
You may have difficulty contacting the fund by telephone or accessing
us.amundipioneer.com during times of market volatility or disruption in
telephone or Internet services. On Exchange holidays or on days when the
Exchange closes early, Amundi Pioneer will adjust the hours for the telephone
center and for online transaction processing accordingly. If you are unable to
access us.amundipioneer.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 of all publicly available Pioneer mutual funds. À
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. YOU ARE STRONGLY URGED
TO CONSULT WITH YOUR INVESTMENT PROFESSIONAL PRIOR TO REQUESTING ANY TELEPHONE
TRANSACTION. Shareholders whose accounts are registered in the name of a
broker-dealer or other third party may not be able to use FactFone/SM/. Call
the fund at 1-800-225-6292 for assistance.

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

o net asset value prices for all Pioneer mutual funds;

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

The value of each class of shares (except for Pioneer U.S. Government Money
Market Fund, which seeks to maintain a stable $1.00 share price) will also
vary, and such shares may be worth more or less at redemption than their
original cost.


15. PRICING OF SHARES


The net asset value per share of each class of the fund is determined as of the
scheduled 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. If the exchange
closes at another time, the fund will calculate a net asset value for each
class of shares as of the scheduled closing time. 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 fund is
not required to determine its net asset value per share on any day on which no
purchase orders in good order for fund shares are received and no shares are
tendered and accepted for redemption.


The fund generally values its portfolio securities using closing market prices
or readily available market quotations, or, when closing market prices or
market quotations are not available or are considered by Amundi Pioneer to be
unreliable, the fund uses fair value methods to value its securities in
accordance with procedures approved by the fund's Trustees. 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. The fund also may use fair value pricing methods to
value its securities, including a non-U.S. security, when Amundi Pioneer
determines that the closing market price on the primary exchange where the
security is traded no longer accurately reflects the


                                       64


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. International
securities markets may be open on days when the U.S. markets are closed. For
this reason, the value of any international securities owned by the fund could
change on a day you cannot buy or sell shares of the fund. In connection with
making fair value determinations of the value of fixed income securities, the
fund's Trustees may use a pricing matrix. The prices used for these securities
may differ from the amounts received by the fund upon sale of the securities,
and these differences may be substantial.

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. Classe
C, Class K, Class R and Class Y shares are offered at net asset value without
the imposition of an initial sales charge (Class C shares may be subject to a
CDSC).


16. TAX STATUS

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 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.

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


                                       65


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
certain circumstances, the fund may be able to cure a failure to qualify as a
regulated investment company, but in order to do so, the fund may incur
significant fund-level taxes and may be forced to dispose of certain assets.

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

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

Unless 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 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
and net short-term capital gains are taxable either as ordinary income or, if
certain conditions are met, as "qualified dividend income," taxable to
individual and certain other noncorporate shareholders at U.S. federal income
tax rates of up to 20%.

In general, dividends may be reported by the fund as qualified dividend income
if they are attributable to qualified dividend income received by the fund.
Qualified dividend income generally means dividend income received from the
fund's investments in common and preferred stock of U.S. companies and stock of
certain qualified foreign corporations, provided that certain holding period
and other requirements are met by both the fund and the shareholders. If 95% or
more of the fund's gross income (calculated without taking into account net
capital gain derived from sales or other dispositions of stock or securities)
consists of qualified dividend income, the fund may report all distributions of
such income as qualified dividend income.

A foreign corporation is treated as a qualified foreign corporation for this
purpose if it is incorporated in a possession of the United States or it is
eligible for the benefits of certain income tax treaties with the United States
and meets certain additional requirements. Certain foreign corporations that
are not otherwise qualified foreign corporations will be treated as qualified
foreign corporations with respect to


                                       66


dividends paid by them if the stock with respect to which the dividends are
paid is readily tradable on an established securities market in the United
States. Passive foreign investment companies are not qualified foreign
corporations for this purpose. Dividends received by the fund from REITs
generally are not expected to qualify for treatment as qualified dividend
income.

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

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.

Certain dividends received by the fund from U.S. corporations (generally,
dividends received by the fund in respect of any share of stock (1) with a tax
holding period of at least 46 days during the 91-day period beginning on the
date that is 45 days before the date on which the stock becomes ex-dividend as
to that dividend and (2) that is held in an unleveraged position) and
distributed and appropriately so reported by the fund may be eligible for the
50% dividends-received deduction generally available to corporations under the
Code. Certain preferred stock must have a holding period of at least 91 days
during the 181-day period beginning on the date that is 90 days before the date
on which the stock becomes ex-dividend as to that dividend in order to be
eligible. Capital gain dividends distributed to the fund from other regulated
investment companies are not eligible for the dividends-received deduction. À
order to qualify for the deduction, corporate shareholders must meet the
minimum holding period requirement stated above with respect to their fund
shares, taking into account any holding period reductions from certain hedging
or other transactions or positions that diminish their risk of loss with
respect to their fund shares, and, if they borrow to acquire or otherwise incur
debt attributable to fund shares, they may be denied a portion of the
dividends-received deduction with respect to those shares. Any corporate
shareholder should consult its tax adviser regarding the possibility that its
tax basis in its shares may be reduced, for U.S. federal income tax purposes,
by reason of "extraordinary dividends" received with respect to the shares and,
to the extent such basis would be reduced below zero, current recognition of
income may be required.

Distributions from net capital gains, if any, that are reported 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 will be taxed as
long-term capital gains, which are generally taxable to noncorporate taxpayers
at U.S. federal income tax rates of up to 20%. A shareholder should also be
aware that the benefits of the favorable tax rates applicable to long-term
capital gains and qualified dividend income may be affected by the application
of the alternative minimum tax to individual shareholders.

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

A 3.8% Medicare contribution tax generally applies to all or a portion of the
net investment income of a shareholder who is an individual and not a
nonresident alien for federal income tax purposes and who has adjusted gross
income (subject to certain adjustments) that exceeds a threshold amount
($250,000 if married filing jointly or if considered a "surviving spouse" for
federal income tax purposes, $125,000 if


                                       67


married filing separately, and $200,000 in other cases). This 3.8% tax also
applies to all or a portion of the undistributed net investment income of
certain shareholders that are estates and trusts. For these purposes,
dividends, interest and certain capital gains (among other categories of
income) are generally taken into account in computing a shareholder's net
investment income.

Certain tax-exempt educational institutions will be subject to a 1.4% tax on
net investment income. For these purposes, certain dividends and capital gain
distributions, and certain gains from the disposition of fund shares (among
other categories of income), are generally taken into account in computing a
shareholder's net investment income.

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 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. À
addition, certain 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
indefinitely a net capital loss from any taxable year to offset its capital
gains, if any, in years following the year of the loss. To the extent
subsequent capital gains are offset by such losses, they will not result in
U.S. federal income tax liability to the fund and may not be distributed as
capital gains to shareholders. See "Annual Fee, Expense and Other Information"
for the fund's available capital loss carryforwards. Generally, the fund may
not carry forward any losses other than net capital losses. Under certain
circumstances, the fund may elect to treat certain losses as though they were
incurred on the first day of the taxable year immediately following the taxable
year in which they were actually incurred

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

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

The fund will report to the Internal Revenue Service (the "IRS") the amount of
sale proceeds that a shareholder receives from a sale or exchange of fund
shares. For sales or exchanges of shares acquired on or after January 1, 2012,
the fund will also report the shareholder's basis in those shares and whether
any gain or loss that the shareholder realizes on the sale or exchange is
short-term or long-term gain or


                                       68


loss. For purposes of calculating and reporting basis, shares acquired prior to
January 1, 2012 and shares acquired on or after January 1, 2012 will generally
be treated as held in separate accounts. If a shareholder has a different basis
for different shares of the fund, acquired on or after January 1, 2012, in the
same account (e.g., if a shareholder purchased fund shares in the same account
at different times for different prices), the fund will calculate the basis of
the shares sold using its default method unless the shareholder has properly
elected to use a different method. The fund's default method for calculating
basis will be the average basis method, under which the basis per share is
reported as the average of the bases of all of the shareholder's fund shares in
the account. A shareholder may elect, on an account-by-account basis, to use a
method other than average basis by following procedures established by the
fund. If such an election is made on or prior to the date of the first exchange
or redemption of shares in the account and on or prior to the date that is one
year after the shareholder receives notice of the fund's default method, the
new election will generally apply as if the average basis method had never been
in effect for such account. If such an election is not made on or prior to such
dates, the shares in the account at the time of the election will retain their
averaged bases. Shareholders should consult their tax advisers concerning the
tax consequences of applying the average basis method or electing another
method of basis calculation.

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) before February 1 of the calendar year following the calendar year in
which the original Class A shares were redeemed.

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 certain
greater amounts over a combination of years), the shareholder must file with
the IRS a disclosure statement on IRS 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 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 received by the plan and gains from 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 fund dividends or distributions
received by the plan or on gains from sales or exchanges of fund shares by the
plan for U.S. federal income tax purposes. However, distributions to plan


                                       69


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 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.

Certain investments made by the fund may be treated as equity in passive
foreign investment companies for federal income tax purposes. In general, a
passive foreign investment company is a foreign corporation (i) that receives
at least 75% of its annual gross income from passive sources (such as interest,
dividends, certain rents and royalties, or capital gains) or (ii) where at
least 50% of its assets (computed based on average fair market value) either
produce or are held for the production of passive income. If the fund acquires
any equity interest (under Treasury regulations that may be promulgated in the
future, generally including not only stock but also an option to acquire stock
such as is inherent in a convertible bond) in a passive foreign investment
company, the fund could be subject to U.S. federal income tax and additional
interest charges on "excess distributions" received from such companies or on
gain from the sale of stock in such companies, even if all income or gain
actually received by the fund is timely distributed to its shareholders.
fund would not be able to pass through to its shareholders any credit or
deduction for such a tax. A "qualified electing fund" election or a "mark to
market" election may be available that would ameliorate these adverse tax
consequences, but such elections could require the fund to recognize taxable
income or gain (subject to the distribution requirements applicable to
regulated investment companies, as described above) without the concurrent
receipt of cash. In order to satisfy the distribution requirements and avoid a
tax on the fund, the fund may be required to liquidate portfolio securities
that it might otherwise have continued to hold, potentially resulting in
additional taxable gain or loss to the fund. Gains from the sale of stock of
passive foreign investment companies may also be treated as ordinary income. À
order for the fund to make a qualified electing fund election with respect to a
passive foreign investment company, the passive foreign investment company
would have to agree to provide certain tax information to the fund on an annual
basis, which it might not agree to do. Under proposed Treasury regulations,
certain income derived by the fund for a taxable year from a passive foreign
investment company with respect to which the fund has made a qualified electing
fund election would generally constitute qualifying income only to the extent
the passive foreign investment company makes distributions in respect of that
income to the fund for that taxable year. The fund may limit and/or manage its
holdings in passive foreign investment companies to limit its tax liability or
maximize its return from these investments.

If a sufficient portion of the interests in a foreign issuer are held or deemed
held by the fund, independently or together with certain other U.S. persons,
that issuer may be treated as a "controlled foreign corporation" (a "CFC") with
respect to the fund, in which case the fund will be required to take into
account each year, as ordinary income, its share of certain portions of that
issuer's income, whether or not such amounts are distributed. The fund may have
to dispose of its portfolio securities (potentially resulting in the
recognition of taxable gain or loss, and potentially under disadvantageous
circumstances) to generate cash, or may have to borrow the cash, to meet its
distribution requirements and avoid fund-level taxes. Under proposed Treasury
regulations, certain income derived by the fund from a CFC for a taxable year
would generally constitute qualifying income only to the extent the CFC makes
distributions


                                       70


in respect of that income to the fund for that taxable year. In addition, some
fund gains on the disposition of interests in such an issuer may be treated as
ordinary income. The fund may limit and/or manage its holdings in issuers that
could be treated as CFCs in order to limit its tax liability or maximize its
after-tax return from these investments.

The law with respect to the taxation of non-U.S. entities treated as
corporations for U.S. federal income tax purposes and the individuals and
entities treated as their shareholders changed under legislation enacted in
late 2017. If the fund owned 10% or more of the voting power of a foreign
entity treated as a corporation for U.S. federal income tax purposes for the
last tax year of the foreign entity beginning before January 1, 2018, the fund
may be required to include in its income its share of certain deferred foreign
income of that foreign entity. Under those circumstances, the fund may be able
to make an election for such amounts to be included in income over eight years.
Any income included under this rule may have to be distributed to satisfy the
distribution requirements referred to above even though the fund may receive no
corresponding cash amounts, and even though shareholders derived no economic
benefit from the foreign entity's deferred income.

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.

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 are 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.

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


                                       71


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

Foreign exchange gains and losses realized by the fund in connection with
certain transactions involving foreign currency-denominated debt securities,
certain options and futures contracts relating to foreign currency, foreign
currency forward contracts, foreign currencies, or payables or receivables
denominated in a foreign currency are subject to Section 988 of the Code, which
generally causes such gains and losses to be treated as ordinary income and
losses and may affect the amount, timing and character of distributions to
shareholders. Under Treasury regulations that may be promulgated in the future,
any gains from such transactions that are not directly related to the fund's
principal business of investing in stock or securities (or 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 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") a portion of
reportable payments, including dividends, capital gain distributions and the
proceeds of redemptions and exchanges or repurchases of fund shares, paid to
shareholders who have not complied with certain IRS regulations. The backup
withholding rate is currently 24%. In order to avoid this withholding
requirement, shareholders, other than certain exempt entities, must generally
certify 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
(other than certain dividends reported by the fund as (i) interest-related
dividends, to the extent such dividends are derived from the fund's "qualified
net interest income," or (ii) short-term capital gain dividends, to the extent
such dividends are derived from the fund's "qualified short-term gain") or, in
certain circumstances, unless an effective IRS Form W-8BEN or other authorized
withholding certificate is on file, to backup withholding on certain other
payments from the fund. "Qualified net interest income" is the fund's net
income derived from U.S.-source interest and original issue discount, subject
to certain exceptions and limitations.


                                       72


"Qualified short-term gain" generally means the excess of the net short-term
capital gain of the fund for the taxable year over its net long-term capital
loss, if any. 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.

Unless certain non-U.S. entities that hold fund shares comply with IRS
requirements that will generally require them to report information regarding
U.S. persons investing in, or holding accounts with, such entities, a 30%
withholding tax may apply to fund distributions payable to such entities. Un
non-U.S. shareholder may be exempt from the withholding described in this
paragraph under an applicable intergovernmental agreement between the U.S. and
a foreign government, provided that the shareholder and the applicable foreign
government comply with the terms of such agreement.

The fund does not expect to be a "United States real property holding
corporation" as defined in Section 897(c)(2) of the Code. If the fund were to
be classified as a United States real property holding corporation (or if it
would be so classified, were it not for certain exceptions), then distributions
made by the fund to non-U.S. shareholders might be subject to U.S. federal
withholding tax, and non-U.S. shareholders might be required to file U.S.
federal income tax returns to report distributions received from the fund.

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.


17. FINANCIAL STATEMENTS


The fund's financial statements and financial highlights for the fiscal year
ended October 31, 2019 appearing in the fund's annual report, filed with the
SEC on December 27, 2019 (Accession No. 0001223026-19-000008), 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 the fund at 1-800-225-6292.


18. ANNUAL FEE, EXPENSE AND OTHER INFORMATION


PORTFOLIO TURNOVER
The fund's annual portfolio turnover rate for the fiscal years ended October 31
 




2019    2018
------  -----
     
94%     78%
--      --












SHARE OWNERSHIP

As of January 31, 2020, 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 January 31, 2020:



                                       73












RECORD HOLDER                               SHARE CLASS      NUMBER OF SHARES   % OF CLASS
------------------------------------------- -------------  ------------------  -----------
                                                                      
                                            
                                            
                                            
                                            CLASS C
------------------------------------------- -------------  -----------         -----
Pershing LLC                                                     59,116.276          6.63
                                            -------------       -----------         -----
One Pershing Plaza
Jersey City, NJ 07399-0001
-------------------------------------------
National Financial Services LLC                                  47,120.563          5.28
                                            -------------       -----------         -----
For the Exclusive Benefit of its Customers
499 Washington Blvd.
Attn: Mutual Funds Dept., 4th Floor
Jersey City, NJ 07310
-------------------------------------------
                                            CLASS R
------------------------------------------- -------------  -----------         -----
Hartford Life Insurance Company                                 138,826.027         35.94
                                            -------------       -----------         -----
Separate Account
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999
-------------------------------------------
VOYA Institutional Trust Company                                 39,563.468         10.24
                                            -------------       -----------         -----
Custodial Account
151 Farmington Avenue
Hartford, CT 06156-0001
-------------------------------------------
MG Trust Company Cust. FBO                                       29,433.713          7.62
                                            -------------       -----------         -----
Temple, Inc. 401(K) Plan
717 17th St Ste 1300
Denver CO 80202-3304
-------------------------------------------
                                            CLASS Y
------------------------------------------- -------------  -----------         -----
National Financial Services LLC                                 141,858.844         15.68
                                            -------------       -----------         -----
For the Exclusive Benefit of its Customers
499 Washington Blvd.
Attn: Mutual Funds Dept., 4th Floor
Jersey City, NJ 07310
-------------------------------------------
Wells Fargo Clearing Services LLC                                93,312.919         10.32
                                            -------------       -----------         -----
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis MO 63103-2523
-------------------------------------------
Raymond James                                                    89,610.367          9.91
                                            -------------       -----------         -----
Omnibus for Mutual Funds
Attn: Courtney Waller
880 Carillon Parkway
St. Petersburg, FL 33716
-------------------------------------------
Pershing LLC                                                     71,814.726          7.94
                                            -------------       -----------         -----
One Pershing Plaza
Jersey City, NJ 07399-0001
-------------------------------------------
Morgan Stanley Smith Barney                                      59,678.726          6.60
                                            -------------       -----------         -----
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311
-------------------------------------------
UBS WM USA                                                       61,974.092          6.85
                                            -------------       -----------         -----
Omni Account M/F
Attn: Department Manager
499 Washington Blvd Fl 9
-------------------------------------------
                                                                 45,467.500          5.03
------------------------------------------- -------------       -----------         -----



                                       


                                       


                                       


                                       74


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, 2019. 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, 2019. The share value of any open-end Pioneer Fund is
based on the net asset value of the class of shares on December 31, 2019. The
dollar ranges in this table are in accordance with SEC requirements.

 




                                                         AGGREGATE DOLLAR RANGE OF EQUITY
                                 DOLLAR RANGE OF             SECURITIES IN ALL REGISTERED
                               EQUITY SECURITIES         INVESTMENT COMPANIES OVERSEEN BY
NAME OF TRUSTEE                      IN THE FUND   TRUSTEE IN THE PIONEER FAMILY OF FUNDS
--------------------------  --------------------  ---------------------------------------
                                            



INTERESTED TRUSTEES:
--------------------------  --------------------  ---------------------------------------
Lisa M. Jones                             None                             Over $100,000
--------------------------  --------------------  ---------------------------------------
Kenneth J. Taubes                         None                             Over $100,000
--------------------------  --------------------  ---------------------------------------
INDEPENDENT TRUSTEES:
--------------------------  --------------------  ---------------------------------------
John E. Baumgardner, Jr.                  None                             Over $100,000
--------------------------  --------------------  ---------------------------------------
Diane Durnin                              None                             Over $100,000
--------------------------  --------------------  ---------------------------------------
Benjamin M. Friedman        $50,001 - $100,000                             Over $100,000
--------------------------  --------------------  ---------------------------------------
Lorraine H. Monchak                       None                             Over $100,000
--------------------------  --------------------  ---------------------------------------
Thomas J. Perna                           None                             Over $100,000
--------------------------  --------------------  ---------------------------------------
Marguerite A. Piret               $1 - $10,000                             Over $100,000
--------------------------  --------------------  ---------------------------------------
Fred J. Ricciardi                         None                             Over $100,000
--------------------------  --------------------  ---------------------------------------












COMPENSATION OF OFFICERS AND TRUSTEES
The following table sets forth certain information with respect to the
compensation of each Trustee of the fund.
 




                                                       PENSION OR
                                                       RETIREMENT
                                    AGGREGATE    BENEFITS ACCRUED      TOTAL COMPENSATION
                                 COMPENSATION     AS PART OF FUND       FROM THE FUND AND
NAME OF TRUSTEE                   FROM FUND**            EXPENSES   OTHER PIONEER FUNDS**
-----------------------------  --------------  ------------------  ----------------------
                                                          



INTERESTED TRUSTEES:
-----------------------------  ----------      -----               -------------
Lisa M. Jones*                 $     0.00      $0.00               $        0.00
-----------------------------  ----------      -----               -------------
Kenneth J. Taubes*             $     0.00      $0.00               $        0.00
-----------------------------  ----------      -----               -------------
INDEPENDENT TRUSTEES:
-----------------------------  ----------      -----               -------------
John E. Baumgardner, Jr.***    $   298.84      $0.00               $   20,604.00
-----------------------------  ----------      -----               -------------
David R. Bock*****             $ 4,278.29      $0.00               $  291,250.00
-----------------------------  ----------      -----               -------------
Diane Durnin****               $   915.42      $0.00               $   61,108.00
-----------------------------  ----------      -----               -------------
Benjamin M. Friedman           $ 4,242.46      $0.00               $  288,500.00
-----------------------------  ----------      -----               -------------
Margaret B.W. Graham*****      $ 3,860.10      $0.00               $  259,500.00
-----------------------------  ----------      -----               -------------
Lorraine H. Monchak            $ 4,120.47      $0.00               $  279,250.00
-----------------------------  ----------      -----               -------------
Thomas J. Perna                $ 5,253.67      $0.00               $  365,500.00
-----------------------------  ----------      -----               -------------
Marguerite A. Piret            $ 4,024.45      $0.00               $  271,750.00
-----------------------------  ----------      -----               -------------
Fred J. Ricciardi              $ 3,814.74      $0.00               $  256,250.00
-----------------------------  ----------      -----               -------------
 TOTAL                         $30,808.44      $0.00               $2,073,108.00
-----------------------------  ----------      -----               -------------












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


**    For the fiscal year ended October 31, 2019. As of October 31, 2019, there
were 45 U.S.


                                       75


     registered investment portfolios in the Pioneer Family of Funds.


***   Mr. Baumgardner became a Trustee on September 16, 2019.

****  Ms. Durnin became a Trustee on July 15, 2019.


***** Mr. Bock and Ms. Graham retired as Trustees of the Pioneer Funds
      effective December 31, 2019.


APPROXIMATE MANAGEMENT FEES THE FUND PAID OR OWED AMUNDI 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.

 




FOR THE FISCAL YEARS ENDED OCTOBER 31             2019           2018           2017
---------------------------------------  -------------  -------------  -------------
                                                              



Gross Fee Incurred                       $4,366,004     $5,389,537     $5,866,532
---------------------------------------  ----------     ----------     ----------
Net Fee Paid                             $4,366,004     $5,389,537     $5,866,532
---------------------------------------  ----------     ----------     ----------












FEES THE FUND PAID TO AMUNDI PIONEER UNDER THE ADMINISTRATION AGREEMENT
 




    FOR THE FISCAL YEARS ENDED OCTOBER 31
----------------------------------------------
        2019              2018         2017
--------------------  -----------  -----------
                             
         
         
         
         $361,500     $361,468     $415,511
       ----------     --------     --------












UNDERWRITING EXPENSES AND COMMISSIONS
 




FOR THE FISCAL YEARS ENDED OCTOBER 31                                    2019           2018        2017
-----------------------------------------------------------------  ----------  -------------  ----------
                                                                                     



Approximate Net Underwriting Expenses Retained by Amundi Pioneer
Distributor, Inc.                                                  $ 26,089    $   32,081     $ 44,019
-----------------------------------------------------------------  --------    ----------     --------
Approximate Commissions Reallowed to Dealers (Class A shares)      $140,064    $  172,167     $237,098
-----------------------------------------------------------------  --------    ----------     --------
Approximate Brokerage and Underwriting Commissions
(Portfolio Transactions)                                           $873,264    $1,085,248     $942,429
-----------------------------------------------------------------  --------    ----------     --------












FUND EXPENSES UNDER THE DISTRIBUTION PLAN
 




              FOR THE FISCAL YEAR ENDED OCTOBER 31, 2019
----------------------------------------------------------------------
   COMBINED PLAN     CLASS A PLAN    CLASS C PLAN    CLASS R PLAN
------------------  --------------  --------------  --------------
                                                        
     
     
     
     $1,938,962     $1,733,022      $156,167        $49,773
   ------------     ----------      --------        -------         --












ALLOCATION OF FUND EXPENSES UNDER THE DISTRIBUTION PLAN

An estimate by category of the allocation of fees paid by each class of shares
of the fund during the year ended September 30, 2019 is set forth in the
following table:

 




                 PAYMENTS
             TO SERVICING                      SALES       PRINTING
               PARTIES/1/    ADVERTISING    MEETINGS    AND MAILING          TOTAL
           --------------  -------------  ----------  -------------  -------------
                                                      



Class A    $1,675,869      $8,640         $36,171     $12,342        $1,733,022
---------  ----------      ------         -------     -------        ----------
Class C    $  145,613      $1,503         $ 6,630     $ 2,421        $  156,167
---------  ----------      ------         -------     -------        ----------
Class R    $   49,773      $    0         $     0     $     0        $   49,773
---------  ----------      ------         -------     -------        ----------
















1  Payments to Servicing Parties include Amundi Pioneer Distributor, Inc.,
   broker-dealers, financial intermediaries and other parties that enter into
   a distribution, selling or service agreement with respect to one or more
   classes of the fund (annualized for the period ending September 30, 2019).



                                       76


SECURITIES OF REGULAR BROKER-DEALERS

As of October 31, 2019, the fund held the following securities of its regular
broker-dealers (or affiliates of such broker-dealers):





CDSCS

During the fiscal year ended October 31, 2019, the following CDSCs were paid to
Amundi Pioneer Distributor, Inc.:
$28,231


CAPITAL LOSS CARRYFORWARDS AS OF OCTOBER 31, 2019
At October 31, 2019, the fund had the following net capital loss carryforward:

$0

                                       77


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
RATINGS:
Moody's short-term ratings are forward-looking 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 of thirteen months or less and
reflect the likelihood of a default on contractually promised payments.

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 LONG-TERM CORPORATE RATINGS:
Moody's long-term obligation ratings are forward-looking opinions of the
relative credit risk of fixed-income obligations with an original maturity of
one year or more. They address the possibility that a financial obligation will
not be honored as promised. Such ratings use Moody's Global Long-Term Rating
Scale and reflect both on the likelihood of default on contractually promised
payments and the expected financial loss suffered in the event of default.

AAA: Obligations rated Aaa are judged to be of the highest quality, subject to
the lowest level of 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 judged to be medium-grade and subject to
moderate credit risk, and as such may possess certain speculative
characteristics.

BA: Obligations rated Ba are judged to be speculative and are subject to
substantial credit risk.

B: Obligations rated B are considered speculative and are subject to high
   credit risk.

CAA: Obligations rated Caa are judged to be speculative and of poor standing
and are subject to very 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.


                                       78


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. Additionally, a
"(hyb)" indicator is appended to all ratings of hybrid securities issued by
banks, finance companies and securities firms.


STANDARD & POOR'S RATINGS GROUP'S LONG-TERM ISSUE CREDIT RATINGS:
Issue credit ratings are based, in varying degrees, on Standard & Poor's
analysis of 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.

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

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

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.

79


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 "C" rating is assigned to obligations that are currently highly vulnerable
to nonpayment, obligations that have payment arrearages allowed by the terms of
the documents, or obligations of an issuer that is the subject of a bankruptcy
petition or similar action which have not experienced a payment default. Among
others, the "C" rating may be assigned to subordinated debt, preferred stock or
other obligations on which cash payments have been suspended in accordance with
the instrument's terms or when preferred stock is the subject of a distressed
exchange offer, whereby some or all of the issue is either repurchased for an
amount of cash or replaced by other instruments having a total value that is
less than par.

D: An obligation rated "D" is in payment default. The "D" rating category is
used when payments on an obligation, including a regulatory capital instrument,
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. An obligation's rating is lowered to "D" upon
completion of a distressed exchange offer, whereby some or all of the issue is
either repurchased for an amount of cash or replaced by other instruments
having a total value that is less than par.

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.


STANDARD & POOR'S SHORT-TERM ISSUE CREDIT RATINGS:
Short-term ratings are generally assigned to those obligations considered
short-term in the relevant market. In the U.S., for example, that means
obligations with an original maturity date of no more than 365 days - including
commercial paper. Short-term ratings are also used to indicate the
creditworthiness of an obligor with respect to put features on long-term
obligations. The result is a dual rating, in which the short-term rating
addresses the put feature, in addition to the usual long-term rating.

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

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

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

                                       80


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 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, including a regulatory capital
instrument, 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.


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.

                                       81


20. APPENDIX B - PROXY VOTING POLICIES AND PROCEDURES



POLICY
Each of the Pioneer Funds and certain other clients of Amundi Pioneer Asset
Management, Inc. and Amundi Pioneer Institutional Asset Management, Inc.
(collectively, "Amundi Pioneer") have delegated responsibility to vote proxies
related to portfolio holdings to Amundi Pioneer. Amundi Pioneer is a fiduciary
that owes each of its clients the duties of care and loyalty with respect to
all services undertaken on the client's behalf, including voting proxies for
securities held by the client. When Amundi Pioneer has been delegated
proxy-voting authority for a client, the duty of care requires Amundi Pioneer
to monitor corporate events and to vote the proxies. To satisfy its duty of
loyalty, Amundi Pioneer must place the client's interests ahead of its own and
must cast proxy votes in a manner consistent with the best interest of the
client. It is Amundi Pioneer's policy to vote proxies presented to Amundi
Pioneer in a timely manner in accordance with these principles.

Amundi 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, Amundi Pioneer believes that supporting
the company's strategy and voting "for" management's proposals builds portfolio
valeurs. 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. Amundi Pioneer monitors developments in the
proxy voting arena and will revise this policy as needed.

Amundi Pioneer believes that environmental, social and governance (ESG) factors
can affect companies' long-term prospects for success and the sustainability of
their business models. Since ESG factors that may affect corporate performance
and economic value are considered by our investment professionals as part of
the investment management process, Amundi Pioneer also considers these factors
when reviewing proxy proposals. This approach is consistent with the stated
investment objectives and policies of funds and investment strategies.

It should be noted that the proxy voting guidelines below are guidelines, not
rules, and Amundi Pioneer reserves the right in all cases to vote contrary to
guidelines where doing so is determined to represent the best economic
interests of our clients. Further, the Pioneer Funds or other clients of Amundi
Pioneer may direct Amundi Pioneer to vote contrary to guidelines.

Amundi Pioneer's clients may request copies of their proxy voting records and
of Amundi Pioneer's proxy voting policies and procedures by either sending a
written request to Amundi Pioneer's Proxy Coordinator, or clients may review
Amundi Pioneer's proxy voting policies and procedures on-line at Amundi
Pioneer.com. Amundi Pioneer may describe to clients its proxy voting policies
and procedures by delivering a copy of Amundi Pioneer's Form ADV (Part II), by
separate notice to the client or by other means.



APPLICABILITY

This Proxy Voting policy and the procedures set forth below are designed to
complement Amundi 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 Amundi
Pioneer. This policy sets forth Amundi Pioneer's position on a number of issues
for which proxies may be solicited but it does not include all potential voting
scenarios or proxy events. Furthermore, because of the special issues
associated with proxy solicitations by closed-end Funds, Amundi Pioneer will
vote shares of closed-end Funds on a case-by-case basis.


                                       82


PURPOSE

The purpose of this policy is to ensure that proxies for United States ("US")
and non-US companies that are received in a timely manner will be voted in
accordance with the principles stated above. Unless the Proxy Voting Oversight
Group (as described below) specifically determines otherwise, all shares in a
company held by Amundi Pioneer-managed accounts for which Amundi Pioneer has
proxy-voting authority will be voted alike, unless a client has given specific
voting instructions on an issue.

Amundi Pioneer does not delegate the authority to vote proxies relating to
securities held by its clients to any of its affiliates. Any questions about
this policy should be directed to Amundi Pioneer's Director of Investment
Operations (the "Proxy Coordinator").



PROCEDURES



PROXY VOTING SERVICE
Amundi 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. The proxy voting service votes all proxies in accordance with
the proxy voting guidelines established by Amundi Pioneer and set forth herein,
to the extent applicable. The proxy voting service will refer proxy questions
to the Proxy Coordinator (described below) for instructions under circumstances
where: (1) the application of the proxy voting guidelines is unclear; (2) a
particular proxy question is not covered by the guidelines; or (3) the
guidelines call for specific instructions on a case-by-case basis. The proxy
voting service is also requested to call to the Proxy Coordinator's attention
specific proxy questions that, while governed by a guideline, appear to involve
unusual or controversial issues. Amundi 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.

To supplement its own research and analysis in determining how to vote on a
particular proxy proposal, Amundi Pioneer may utilize research, analysis or
recommendations provided by the proxy voting service on a case-by-case basis.
Amundi Pioneer does not, as a policy, follow the assessments or recommendations
provided by the proxy voting service without its own analysis and
determination.


PROXY COORDINATOR
The Proxy Coordinator coordinates the voting, procedures and reporting of
proxies on behalf of Amundi 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 Portfolio Management Group, 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.
Proxy Coordinator is responsible for verifying with the General Counsel or his
or her designee whether Amundi 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

The proxy voting service will refer proxy questions to the Proxy Coordinator or
his or her designee that are described by Amundi Pioneer's proxy voting
guidelines as to be voted on a case-by-case basis, that are not covered by
Amundi Pioneer's guidelines or where Amundi Pioneer's guidelines may be unclear
with respect to the matter to be voted on. Under such circumstances, the Proxy
Coordinator will seek a written voting recommendation from the Chief Investment
Officer, U.S. or his or her designated equity portfolio-management
representative. Any such recommendation will include: (i) the manner in which
the proxies


                                       83


should be voted; (ii) the rationale underlying any such decision; and (iii) the
disclosure of any contacts or communications made between Amundi Pioneer and
any outside parties concerning the proxy proposal prior to the time that the
voting instructions are provided.



SECURITIES LENDING

In accordance with industry standards, proxies are not available to be voted
when the shares are out on loan through either Amundi Pioneer's lending program
or a client's managed security lending program. However, Amundi Pioneer will
reserve the right to recall lent securities so that they may be voted according
to Amundi 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. Certain
clients participate in securities lending programs. Although such programs
allow for the recall of securities for any reason, Amundi Pioneer may determine
not to vote securities on loan and it may not always be possible for securities
on loan to be recalled in time to be voted.



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).


Amundi 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.


PROXY VOTING OVERSIGHT GROUP
The members of the Proxy Voting Oversight Group include Amundi Pioneer's Chief
Investment Officer, U.S. or his or her designated equity portfolio management
representative, the Chief of Staff, U.S., and the Chief Compliance Officer of
the Adviser and Funds. Other members of Amundi Pioneer will be invited to
attend meetings and otherwise participate as necessary. The Chief of Staff,
U.S. will chair the Proxy Voting Oversight Group.

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



AMENDMENTS
Amundi Pioneer may not amend this policy without the prior approval of the
Proxy Voting Oversight Group.



FORM N-PX

The Proxy Coordinator and the Director of Regulatory Reporting are responsible
for ensuring that Form N-PX documents receive the proper review by a member of
the Proxy Voting Oversight Group prior to a Fund officer signing the forms.


The Investment Operations department will provide the Compliance department
with a copy of each Form N-PX filing prepared by the proxy voting service.

Compliance files N-PX. The Compliance department will ensure that a
corresponding Form N-PX exists for each Amundi Pioneer registered investment
company.


Following this review, each Form N-PX is formatted for public dissemination via
the EDGAR system.

                                       84


Prior to submission, each Form N-PX is to be presented to the Fund officer for
 a final review and signature.

Copies of the Form N-PX filings and their submission receipts are maintained
according to Amundi Pioneer record keeping policies.



PROXY VOTING GUIDELINES



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

We will generally support these and similar management proposals:

o Corporate name change.

o A change of corporate headquarters.

o Stock exchange listing.

o Establishment of time and place of annual meeting.

o Adjournment or postponement of annual meeting.

o Acceptance/approval of financial statements.

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

o Approval of minutes and other formalities.

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

o Amendments to authorized signatories.

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

o Acceptance of labor agreements.

o Appointment of internal auditors.


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



AUDITORS
We normally vote for proposals to:

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 for 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.

                                       85


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



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


GENERAL BOARD ISSUES

Amundi Pioneer will vote for:

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

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

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

o Election of an honorary director.

We will vote against:

o Minimum stock ownership by directors.

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

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

o Requirements to provide two candidates for each board seat.

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

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



ELECTIONS OF DIRECTORS

In uncontested elections of directors we will vote against:

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


o Insider directors and affiliated outsiders who sit on the audit,
  compensation, stock option or nominating committees. For the purposes of our
  policy, we use 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 poor
  corporate or governance performance.

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

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


o Contested election of directors.

                                       86



o Election of a greater number of independent directors (in order to move
  closer to 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.

We will vote for:

o Precatory and binding resolutions requesting that the board changes the
  company's bylaws to stipulate that directors need to be elected with
  affirmative majority of votes cast, provided that the resolutions allow for
  plurality voting in cases of contested elections.



TAKEOVER-RELATED MEASURES

Amundi 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.

Amundi Pioneer will vote for:

o Cumulative voting.

o Increasing the ability for shareholders to call special meetings.

o Increasing the 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:

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


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



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


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

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

  - Fair price provisions.

  - Authorization of shareholder rights plans.

  - Labor protection provisions.

  - 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
disposition. 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:

87


o Classified boards, except in the case of closed-end funds, where we shall
  vote on a case-by-case basis.

o Limiting shareholder ability to remove or appoint directors. We will support
  proposals to restore shareholder authority in this area. We will review on
  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, particularly the
  right to amend the corporate charter.


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 Amundi Pioneer normally supports managements'
proposals in this area. We will, however, reject proposals that impose high
barriers to potential takeovers.

Amundi Pioneer will vote for:

o Changes in par value.

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

o Shares 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:

  - Number of shares currently available for issuance;

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


- Proposed use of the proceeds from the issuance of additional shares; et


  - 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.

                                       88


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


COMPENSATION

Amundi 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 place limits on the potential
dilution these plans may impose.


Amundi Pioneer will vote for:

o 401(k) benefit plans.

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

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

  - Amendments to performance plans to conform with OBRA;

  - Caps on annual grants or amendments of administrative features;


- Adding performance goals; et

  - 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 repricing 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 Shareholder proposals seeking additional disclosure of executive and director
  pay information.

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

  - 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.


  - The plan must not:


    - Explicitly permit unlimited option repricing authority or have allowed
      option repricing in the past without shareholder approval.


                                       89



    - Be a self-replenishing "evergreen" plan or a plan that grants discount
      options and tax offset payments.


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

  - 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.

  - 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.

  - 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

Amundi Pioneer will vote for:

o Confidential voting.

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

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

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

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

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

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

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

We will vote against:

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

o Limitations on stock ownership or voting rights.

o Reduction in share ownership disclosure guidelines.

                                       90



MERGERS AND RESTRUCTURINGS

Amundi 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.



INVESTMENT COMPANIES
Many of our portfolios may invest in shares of closed-end funds or open-end
funds (including exchange-traded funds). The non-corporate structure of these
investments raises several unique proxy voting issues.


Amundi Pioneer will vote for:

o Establishment of new classes or series of shares.

o Establishment of a master-feeder structure.


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


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

o Approval of new or amended advisory contracts.

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


o Election of a greater number of independent directors.


o Authorization for, or increase in, preferred shares.

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

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


In general, business development companies (BDCs) are not considered investment
companies for these purposes but are treated as corporate issuers.


ENVIRONMENTAL AND SOCIAL ISSUES
Amundi Pioneer believes that environmental and social issues may influence
corporate performance and economic return. Indeed, by analyzing all of a
company's risks and opportunities, Amundi Pioneer can better assess its
intrinsic value and long-term economic prospects.

When evaluating proxy proposals relating to environmental or social issues,
decisions are made on a case-by-case basis. We consider each of these proposals
based on the impact to the company's shareholders and economic return, the
specific circumstances at each individual company, any potentially adverse
economic concerns, and the current policies and practices of the company.

For example, shareholder proposals relating to environmental and social issues,
and on which we will vote on a base-by-case basis, may include those seeking
that a company:

o Conduct studies regarding certain environmental or social issues;


                                       91


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


o Take specific action, including adopting or ceasing certain behavior and
  adopting company standards and principles, in relation to such issues.

In general, Amundi Pioneer believes these issues are important and should
receive management attention.

Amundi Pioneer will support proposals where we believe the proposal, if
implemented, would improve the prospects for the long-term success of the
business and would provide value to the company and its shareholders. Amundi
Pioneer may abstain on shareholder proposals with regard to environmental and
social issues in cases where we believe the proposal, if implemented, would not
be in the economic interests of the company, or where implementing the proposal
would constrain management flexibility or would be unduly difficult, burdensome
or costly.

When evaluating proxy proposals relating to environmental or social issues,
Amundi Pioneer may consider the following factors or other factors deemed
relevant, given such weight as deemed appropriate:

o approval of the proposal helps improve the company's practices;

o approval of the proposal can improve shareholder value;



o the company's current stance on the topic is likely to have negative effects
  on its business position or reputation in the short, medium, or long term;



o the company has already put appropriate action in place to respond to the
  issue contained in the proposal;



o the company's reasoning against approving the proposal responds appropriately
  to the various points mentioned by the shareholder when the proposal was
  presented;



o the solutions recommended in the proposal are relevant and appropriate, and
  if the topic of the proposal would not be better addressed through another
  means.

In the event of failures in risk management relating to environmental and
social issues, Amundi Pioneer may vote against the election of directors
responsible for overseeing these areas.


Amundi 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.



CONFLICTS OF INTEREST

Amundi Pioneer recognizes that in certain circumstances a conflict of interest
may arise when Amundi Pioneer votes a proxy.


A conflict of interest occurs when Amundi Pioneer's interests interfere, or
appear to interfere, with the interests of Amundi Pioneer's clients.


A conflict may be actual or perceived and may exist, for example, when the
matter to be voted on concerns:


o An affiliate of Amundi Pioneer, such as another company belonging to the
  Credit Agricole banking group ( "Credit Agricole Affiliate");

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



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


                                       92


o A person with whom Amundi Pioneer (or any of its affiliates) has an existing,
  material contract or business relationship.

Any member of the Proxy Voting Oversight Group and any other 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 Chief
Compliance Officer of Amundi Pioneer and the Funds. If any associate is lobbied
or pressured with respect to any voting decision, whether within or outside of
Amundi Pioneer, he or she should contact a member of the Proxy Voting Oversight
Group or Amundi Pioneer's Chief Compliance Officer.

The Proxy Voting Oversight Group will review each item referred to Amundi
Pioneer by the proxy voting service to determine whether an actual or potential
conflict of interest 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 Controller's and 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. The Proxy Voting Oversight Group may cause any of
the following actions to be taken when a conflict of interest is present:


o Vote the proxy in accordance with the vote indicated under "Voting
  Guidelines," if a vote is indicated, or

o Direct the independent proxy voting service to vote the proxy in accordance
  with its independent assessment or that of another independent adviser
  appointed by Amundi Pioneer or the applicable client for this purpose.

If the Proxy Voting Oversight Group perceives a material conflict of interest,
the Group may also choose to disclose the conflict to the affected clients and
solicit their consent to proceed with the vote or their direction (including
through a client's fiduciary or other adviser), or may take such other action
in good faith (in consultation with counsel) that would protect the interests
of clients.


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 prepared by the Proxy Coordinator.


The Proxy Voting Oversight Group will review periodically the independence of
the proxy voting service. This may include a review of the service's conflict
management procedures and other documentation and an evaluation as to whether
the service continues to have the competency and capacity to vote proxies.


DECISIONS NOT TO VOTE PROXIES
Although it is Amundi Pioneer's general policy to vote all proxies in
accordance with the principles set forth in this policy, there may be
situations in which the Proxy Voting Oversight Group does not vote a proxy
referred to it. For example, because of the potential conflict of interest
inherent in voting shares of a Credit Agricole Affiliate, Amundi Pioneer will
abstain from voting the shares unless otherwise directed by a client. In such a
case, the Proxy Coordinator will inform Amundi Compliance before exercising
voting rights.

There exist other situations in which the Proxy Voting Oversight Group may
refrain from voting a proxy. For example, if the cost of voting a foreign
security outweighs the benefit of voting, the Group may not vote the proxy.
Group may not be given enough time to process a vote, perhaps because it
receives a meeting notice too late or it cannot obtain a translation of the
agenda in the time available. If Amundi Pioneer has outstanding "sell" orders,
the proxies for shares subject to the order may not be voted to facilitate the
sale. Although Amundi Pioneer may hold shares on a company's record date, if
the shares are sold prior to the meeting date the Group may decide not to vote
those shares.


                                       93


SUPERVISION


ESCALATION
It is each associate's responsibility to contact his or her business unit head,
the Proxy Coordinator, a member of the Proxy Voting Oversight Group or Amundi
Pioneer's Chief Compliance Officer if he or she becomes aware of any possible
noncompliance with this policy.


TRAINING
Amundi Pioneer will conduct periodic training regarding proxy voting and this
policy. It is the responsibility of the business line policy owner and the
applicable Compliance Department to coordinate and conduct such training.


RELATED POLICIES AND PROCEDURES

Amundi Pioneer's Investment Management, Inc. Books and Records Policy and the
Books and Records of the Pioneer Funds' Policy.


RECORD KEEPING

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

o Retains a copy of each 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; et

o Is able to promptly provide Amundi 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 Amundi Pioneer that was material in making
  the decision on how to vote the subject proxy;


o A copy of any recommendation or analysis furnished by the proxy voting
service; et


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, Amundi Pioneer.

Amundi Pioneer shall maintain the above records in the client's file in
accordance with applicable regulations.


RELATED REGULATIONS

Form N-1A, Form N-PX, ICA Rule 30b1-4, Rule 31a1-3, Rule 38a-1 and IAA 206(4)
-6, Rule 204 -2


ADOPTED BY THE PIONEER FUNDS' BOARDS OF TRUSTEES

October 5, 2004



EFFECTIVE DATE:

October 5, 2004



REVISION DATES:
September 2009, December 2015, August 2017 and February 2019


                                                                   22117-12-0320
                                       94


                           PART C - OTHER INFORMATION
Item 28.  Exhibits

Amended Form N-1A
Exhibit Reference

(a)(1)  Amended and Restated Agreement and Declaration of Trust
        (January 12, 2016) (12)
(a)(2)  Certificate of Trust (1)
(a)(3)  Amendment to Certificate of Trust Changing Name of Fund from
"Pioneer Capital Growth Fund" to "Pioneer Mid-Cap Value Fund." (2)
(a)(4)  Amendment to Certificate of Trust Changing Name of Fund from
        "Pioneer Mid-Cap Value Fund" to "Pioneer Mid Cap Value Fund." (3)
(b)     Amended and Restated By-Laws (8)
(c)(1)  Specimen Share Certificate (3)
(c)(2)  Amended and Restated Agreement and Declaration of Trust and Amended and
        Restated By-Laws cited under Items 23(a)(1) and 23(b)
(d)     Management Agreement (July 3, 2017) (14)
(e)(1)  Underwriting Agreement (July 3, 2017) (14)
(e)(2)  Dealer Sales Agreement (7)
(f)     None.
(g)(1)  Custodian Agreement with Brown Brothers Harriman & Co. (6)
(g)(2)  Appendix A to Custodian Agreement (October 1, 2019) (15)
(g)(3)  Amendment to Custodian Agreement (May 31, 2016) (13)     
(h)(1)  Transfer Agency Agreement (November 2, 2015) (13)
(h)(2)  Amended and Restated Administration Agreement (October 1, 2019) (15)
(h)(3)	Administrative Agency Agreement, dated as of March 5, 2012,
	between Brown Brothers Harriman & Co. and Pioneer Investment 
	Management, Inc. (9)
(i)     None
(j)     Consent of Independent Registered Public Accounting Firm (15)
(k)     None.
(l)     None.
(m)(1)  Pioneer Funds Distribution Plan (January 10, 2017) (13)
(m)(2)  Class R Service Plan (4)
(n)     Multiclass Plan Pursuant to Rule 18f-3 (5)
(o)     Not applicable.
(p)     Code of Ethics of the Pioneer Funds, Pioneer Funds Distributor, Inc.,
        Pioneer Institutional Asset Management, Inc., and
        Pioneer Investment Management, Inc. (September 20, 2013) (10)
N/A     Power of Attorney (November 17, 2014) (11)
N/A     Power of Attorney given by Lisa M. Jones (July 18, 2017) (14)
N/A     Power of Attorney given by Lorraine H. Monchak (July 18, 2017) (14)
N/A     Power of Attorney for Diane Durnin (July 16, 2019) (15)
N/A     Power of Attorney for John E. Baumgardner, Jr. (September 16, 2019) (15)

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

(1)     Previously filed. Incorporated herein by reference from the exhibits
        filed with Post-Effective Amendment No. 11 to the Registration
        Statement (File Nos. 33-34801; 811-06106) as filed with the Securities
        and Exchange Commission (the "SEC") on June 30, 1998 (Accession No.
        0001016964-98-000074).
(2)     Previously filed. Incorporated herein by reference from the exhibits
        filed with Post-Effective Amendment No. 15 to the Registration
        Statement as filed with the SEC on February 28, 2000 (Accession No.
        0001016964-00-000032).
(3)     Previously filed. Incorporated herein by reference from the exhibits
        filed with Post-Effective Amendment No. 18 to the Registration
        Statement as filed with the SEC on March 1, 2002 (Accession No.
        0001016964-02-000042).
(4)     Previously filed. Incorporated herein by reference from the exhibits
        filed with Post-Effective Amendment No. 19 to the Registration
        Statement as filed with the SEC on January 13, 2003 (Accession No.
        0000863334-03-000002).
(5)     Previously filed. Incorporated herein by reference from the exhibits
        filed with Post-Effective Amendment No. 25 to the Registration
        Statement on Form N-1A (File Nos. 33-34801; 811-06106) as filed with
        the SEC on February 25, 2005 (Accession No. 0001016964-04-000076).
(6)     Previously filed. Incorporated herein by reference from the exhibits
        filed with Post-Effective Amendment No. 26 to the Registration
        Statement on Form N-1A (File No. 33-34801; 811-06106) as filed with the
        SEC on February 28, 2006 (Accession No. 0000869356-06-000014).
(7)     Previously filed. Incorporated herein by reference from the exhibits
        filed with Post-Effective Amendment No. 27 to the Registration
        Statement on Form N-1A (File No. 33-34801; 811-06106) as filed with the
        SEC on February 27, 2007 (Accession No. 0000863334-07-000009).
(8)     Previously filed. Incorporated herein by reference from the exhibits
        filed with Post-Effective Amendment No. 29 to the Registration
        Statement on Form N-1A (File No. 33-34801; 811-06106) as filed with the
        SEC on February 26, 2009 (Accession No. 0000863334-09-000004).
(9)    Previously filed. Incorporated herein by reference from the exhibits
        filed with Post-Effective Amendment No. 38 to the Registration
        Statement on Form N-1A (File No. 33-34801; 811-06106) as filed with the
        SEC on February 28, 2013 (Accession No. 0000863334-13-000010).
(10)    Previously filed. Incorporated herein by reference from the exhibits
        filed with Post-Effective Amendment No. 40 to the Registration
        Statement on Form N-1A (File No. 33-34801; 811-06106) as filed with the
        SEC on February 28, 2014 (Accession No. 0000869356-14-000005).
(11)    Previously filed. Incorporated herein by reference from the exhibits
        filed with Post-Effective Amendment No. 43 to the Registration
        Statement on Form N-1A (File No. 33-34801; 811-06106) as filed with the
        SEC on February 27, 2015 (Accession No. 0000863334-15-000002).
(12)    Previously filed. Incorporated herein by reference from the exhibits
        filed with Post-Effective Amendment No. 45 to the Registration
        Statement on Form N-1A (File No. 33-34801; 811-06106) as filed with the
        SEC on February 23, 2016 (Accession No. 0000863334-16-000015).
(13)    Previously filed. Incorporated herein by reference from the exhibits
        filed with Post-Effective Amendment No. 47 to the Registration
        Statement on Form N-1A (File No. 33-34801; 811-06106) as filed with the
        SEC on February 28, 2017 (Accession No. 0000863334-17-000002).
(14)    Previously filed. Incorporated herein by reference from the exhibits
        filed with Post-Effective Amendment No. 49 to the Registration
        Statement on Form N-1A (File No. 33-34801; 811-06106) as filed with the
        SEC on February 28, 2018 (Accession No. 0000863334-18-000002).

(15)	Filed herewith


Item 29.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND

     None.


ITEM 30.  INDEMNIFICATION

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

Insofar as indemnification for liability arising under the Securities Act of
1933, as amended (the "1933 Act"), may be available to Trustees, officers and
controlling persons of the Fund pursuant to the foregoing provisions, or
otherwise, the Fund has been advised that in the opinion of the Securities and
Exchange Commission 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 31.  BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Amundi Pioneer Asset Management, Inc. ("Amundi Pioneer") is a registered
investment adviser under the Investment Advisers Act of 1940, as amended, and
is an indirect, wholly owned subsidiary of Amundi and Amundi's wholly owned
subsidiary, Amundi USA, Inc. Amundi Pioneer 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 Amundi Pioneer's directors or executive
officers is or has been during their employment with Amundi Pioneer engaged in
any other business, profession, vocation or employment of a substantial nature
for the past two fiscal years. 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 Amundi manages and/or other Amundi
subsidiaries.


Item 32. PRINCIPAL UNDERWRITERS

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

                        Pioneer Asset Allocation Trust
                        Pioneer Bond Fund
                        Pioneer Equity Income Fund
                        Pioneer Fund
                        Pioneer High Yield Fund
                        Pioneer ILS Interval Fund
                        Pioneer Mid Cap Value Fund
                        Pioneer Money Market Trust
                        Pioneer Real Estate Shares
                        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 Series Trust VIII
                        Pioneer Series Trust X
                        Pioneer Series Trust XI
                        Pioneer Series Trust XII
                        Pioneer Series Trust XIV (formerly, Pioneer
			Strategic Income Fund)
			Pioneer Short Term Income Fund                        
                        Pioneer Variable Contracts Trust

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

                         POSITIONS AND OFFICES           POSITIONS AND OFFICES
NAME                     WITH UNDERWRITER                WITH FUND

Patrice Blanc		 Director			 None

Lisa M. Jones            Director, Chairman, President	 President and Trustee
                         and Chief Executive Officer 

Laura J. Palmer		 Director, Senior Vice		 None
			 President, Head of U.S. 
		         Intermediary Distribution and
			 Head of Sales - Cross Channel

Erik D. Gosule		 Senior Vice President and	 None
			 Head of Marketing and Product 
			 Development   

Tracy L. Connelly        Senior Vice President and	 None
                         Chief Operations Officer        

Gregg M. Dooling         Chief Financial Officer         None

Terrence J. Cullen	 Senior Vice President and	 None
			 General Counsel

John M. Malone           Senior Vice President and	 None
                         Chief Compliance Officer        

Patrick D. Grecco        Vice President and Controller   None


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

         (c)    Not applicable.


Item 33.  LOCATION OF ACCOUNTS AND RECORDS

The accounts, books, and other documents required to be maintained by 
Section 31(a) of the Investment Company Act of 1940, as amended, and the rules
promulgated thereunder are maintained at the following offices:

	 (a)	Registrant:
		60 State Street
		Boston, Massachusetts 02109

	 (b)	Investment adviser and administrator:
		Amundi Pioneer Asset Management, Inc.
		60 State Street
		Boston, Massachusetts 02109

	 (c)	Principal underwriter:
		Amundi Pioneer Distributor, Inc.
		60 State Street
		Boston, Massachusetts 02109

	 (d) 	Custodian and sub-administrator:
		Brown Brothers Harriman & Co.
		50 Post Office Square
		Boston, Massachusetts 02110

	 (e)	Shareholder servicing and transfer agent:
		DST Asset Manager Solutions, Inc.
		2000 Crown Colony Drive
		Quincy, Massachusetts 02169


Item 34.  MANAGEMENT SERVICES

     Not applicable.


Item 35.  UNDERTAKINGS

     Not applicable.



                               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 and has duly caused this
Post-Effective Amendment No. 53 to its 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 25th day of February, 2020.

                                             PIONEER MID CAP VALUE FUND

				        By: /s/ Lisa M. Jones
                                            ----------------------------
                                            Lisa M. Jones
                                            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 February 25, 2020:

        Signature                       Title


        /s/ Lisa M. Jones        	President (Principal Executive Officer)
        ----------------------		and Trustee
        Lisa M. Jones


	Mark E. Bradley*		Treasurer (Principal Financial and
	Mark E. Bradley			Accounting Officer)


	John E. Baumgardner, Jr.*       Trustee
	John E. Baumgardner, Jr.


	Diane Durnin*                   Trustee
	Diane Durnin


	Benjamin M. Friedman*           Trustee
	Benjamin M. Friedman 

	Lorraine H. Monchak*		Trustee
	Lorraine H. Monchak 

	Thomas J. Perna*		Chairman of the Board and
	Thomas J. Perna			Trustee


	Marguerite A. Piret*		Trustee
	Marguerite A. Piret		


	Fred J. Ricciardi*		Trustee
	Fred J. Ricciardi		


	Kenneth J. Taubes*		Trustee
	Kenneth J. Taubes


  *By: /s/ Lisa M. Jones                Dated: February 25, 2020
       -------------------
       Lisa M. Jones
       Attorney-in-fact

			

                                EXHIBIT INDEX

Exhibit
Number                         Document Title

(g)(2)   Appendix A to Custodian Agreement (October 1, 2019)

(h)(2)   Amended and Restated Administration Agreement (October 1, 2019)

(j)      Consent of Independent Registered Public Accounting Firm

N/A      Power of Attorney for Diane Durnin (July 16, 2019)

N/A      Power of Attorney for John E. Baumgardner, Jr. 
	 (September 16, 2019)

                                  

                                  

                                  

                                  APPENDIX A
                                      TO
                              CUSTODIAN AGREEMENT
                                    BETWEEN
                         BROWN BROTHERS HARRIMAN & CO.
                                      AND
                  EACH OF THE MANAGEMENT INVESTMENT COMPANIES
                        LISTED ON APPENDIX "A" THERETO

                          Dated as of October 1, 2019

The following is a list of Funds for which the Custodian shall serve under the
Custodian Agreement dated as of July 1, 2001 (the "Agreement"):

                               PIONEER BOND FUND
                     PIONEER DIVERSIFIED HIGH INCOME TRUST
                          PIONEER EQUITY INCOME FUND
                          PIONEER FLOATING RATE TRUST
                                 PIONEER FUND
                           PIONEER HIGH INCOME TRUST
                            PIONEER HIGH YIELD FUND

        PIONEER ASSET ALLOCATION SERIES, a series trust consisting of:
                       PIONEER SOLUTIONS - BALANCED FUND

                           PIONEER ILS INTERVAL FUND
                            PIONEER ILS BRIDGE FUND
                          PIONEER MID CAP VALUE FUND

           PIONEER MONEY MARKET TRUST, a series trust consisting of:
                    PIONEER US GOVERNMENT MONEY MARKET FUND

                      PIONEER MUNICIPAL HIGH INCOME TRUST
                 PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST
                          PIONEER REAL ESTATE SHARES
                        PIONEER SECURITIZED INCOME FUND

            PIONEER SERIES TRUST II, a series trust consisting of:
                        PIONEER AMT-FREE MUNICIPAL FUND
                         PIONEER SELECT MID CAP GROWTH

            PIONEER SERIES TRUST III, a series trust consisting of:
                        PIONEER DISCIPLINED VALUE FUND

            PIONEER SERIES TRUST IV, a series trust consisting of:
                           PIONEER BALANCED ESG FUND
                        PIONEER MULTI-ASSET INCOME FUND

             PIONEER SERIES TRUST V, a series trust consisting of:
                          PIONEER GLOBAL EQUITY FUND
                      PIONEER HIGH INCOME MUNICIPAL FUND
                       PIONEER CORPORATE HIGH YIELD FUND



            PIONEER SERIES TRUST VI, a series trust consisting of:
                          PIONEER FLOATING RATE FUND
                      PIONEER FLEXIBLE OPPORTUNITIES FUND

                   FLEXIBLE OPPORTUNITIES COMMODITY FUND LTD
      (a wholly-owned subsidiary of Pioneer Flexible Opportunities Fund)

            PIONEER SERIES TRUST VII, a series trust consisting of:
                        PIONEER GLOBAL HIGH YIELD FUND
                    PIONEER GLOBAL MULTISECTOR INCOME FUND

              PIONEER SERIES TRUST VIII, a series consisting of:
                       PIONEER INTERNATIONAL EQUITY FUND

             PIONEER SERIES TRUST X, a series trust consisting of:
                          PIONEER DYNAMIC CREDIT FUND
                        PIONEER FUNDAMENTAL GROWTH FUND
                   PIONEER MULTI-ASSET ULTRASHORT INCOMEFUND

            PIONEER SERIES TRUST XI, a series trust consisting of:
                           PIONEER CORE EQUITY FUND

            PIONEER SERIES TRUST XII, a series trust consisting of:
                        PIONEER DISCIPLINED GROWTH FUND

            PIONEER SERIES TRUST XIV, a series trust consisting of:
                     PIONEER EMERGING MARKETS EQUITY FUND

                        PIONEER SHORT TERM INCOME FUND
                         PIONEER STRATEGIC INCOME FUND

        PIONEER VARIABLE CONTRACTS TRUST, a series trust consisting of:
                          PIONEER BOND VCT PORTFOLIO
                      PIONEER EQUITY INCOME VCT PORTFOLIO
                          PIONEER FUND VCT PORTFOLIO
                       PIONEER HIGH YIELD VCT PORTFOLIO
                      PIONEER MID CAP VALUE VCT PORTFOLIO
                   PIONEER REAL ESTATE SHARES VCT PORTFOLIO
                  PIONEER SELECT MID CAP GROWTH VCT PORTFOLIO
                    PIONEER STRATEGIC INCOME VCT PORTFOLIO



IN WITNESS WHEREOF, each of the parties hereto has caused this Appendix to be
executed in its name and on its behalf.

Each of the open-end management          BROWN BROTHERS HARRIMAN & CO.
investment companies listed
on this Appendix "A"

By:     /s/ Christopher J. Kelley        By:  /s/ Eruch A. Mody
        -------------------------------          ------------------------------
Name:   Christopher J. Kelley            Name:	Eruch A. Mody
Title:  Secretary                        Title:	Senior Vice President

                             

                             

                             

                             AMENDED AND RESTATED
                           ADMINISTRATION AGREEMENT

   This AMENDED AND RESTATED ADMINISTRATION AGREEMENT ("Agreement") is made as
of July 1, 2008, amended and restated as of November 1, 2009, and further
amended and restated as of August 1, 2014, November 9, 2015 and February 1,
2017, by and between each Trust listed on Appendix A annexed hereto (each, a
"Trust"), each a Delaware statutory trust, and Amundi Pioneer Asset Management,
Inc., a Delaware corporation (the "Administrator").

   WHEREAS, each Trust is a registered management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act");

   WHEREAS, the Trust wishes to engage the Administrator to provide certain
administrative services listed in Appendix B annexed hereto to each Trust with
respect to the series of the Trust designated in Appendix A annexed hereto from
time to time (the "Funds"); and the Administrator is willing to furnish such
services on the terms and conditions hereinafter set forth; et

   WHEREAS, the Administrator has entered into an agreement with Brown Brothers
Harriman & Co. ("BBH") pursuant to which BBH will act as a sub-administrator to
the Administrator (as amended from time to time, the "BBH Agreement") and to
which each Trust has joined as a party solely for the purposes specified
therein;

   NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed as follows:

   1. Each Trust hereby engages the Administrator to provide and perform the
administrative services listed on Appendix B annexed hereto (as such Appendix
may be revised from time to time by agreement of the parties) with respect to
each Fund, except that it is understood that the Administrator has entered into
the BBH Agreement, with the approval of the Trusts' Boards of Trustees (the
"Board"), to perform certain accounting an other services listed in Appendix B
and, for the closed-end Funds, certain additional services specified in the BBH
Agreement, for the period and on the terms set forth in this Agreement.
Administrator accepts such engagement and agrees to render the services herein
set forth, for the compensation herein provided.

   2. Subject to the direction and control of the Board, the Administrator
shall perform the administrative services listed on Appendix B, except as
otherwise provided in the BBH Agreement with respect to the performance of
accounting and other services to be provided by BBH. In no event shall the
Administrator be deemed to have assumed any duties with respect to, or be
responsible for, the distribution of the shares of any Fund, nor shall the
Administrator be deemed to have assumed, or have any responsibility with
respect to, functions specifically assumed by any investment adviser, transfer
agent, fund accounting agent, custodian, shareholder servicing agent or other
agent, in each case directly employed by a Trust or a Fund to perform such
functions. With respect to the legal services listed in Appendix B, it is
recognized that such legal services are provided for the benefit of the Funds
in conjunction with legal services separately provided to the Funds by their
counsel, and nothing in this Agreement shall cause the Administrator to be
responsible for bearing the fees and disbursements of counsel to the Funds.



   3. With the Board's approval, BBH has been employed by the Administrator to
provide sub-administrative services to the Trust as provided in the BBH
Agreement. Subject to the Board's approval, the Administrator may employ one or
more other service providers, including affiliates of the Administrator, to
provide certain of the services to be provided by the Administrator under this
Agreement, by entering into a written agreement with each such entity on such
terms as the Administrator determines to be necessary, desirable or
appropriate, provided that in each case such contracts are entered into in
accordance with all applicable requirements of the 1940 Act. Except as
otherwise provided in paragraph 9, each Trust agrees that the Administrator
shall not be accountable to the Trust or any Fund or any Fund's shareholders
for any loss or other liability arising out of any error or omission by BBH or
any such other service provider. The Administrator will cooperate with any Fund
or Funds in the event that such Fund or Funds seek to assert against BBH claims
arising from the performance by BBH of its services under the BBH Agreement,
and acknowledges the Funds' status as named beneficiaries under the BBH
Agreement. Similarly, the Administrator will cooperate with any Fund or Funds
in the event that such Fund or Funds seek to assert against a transfer agent
claims arising from the performance by such transfer agent of its services.

   4. Each Trust shall furnish to the Administrator such documents and
information as may be necessary or appropriate to enable the Administrator to
perform its duties hereunder and with such other documents and information with
regard to each Fund's affairs as the Administrator may from time to time
reasonably request.

   5. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the
Administrator hereby agrees that any records that it maintains hereunder for
any Fund are the property of the Fund, and further agrees to surrender promptly
to the Fund any of such records upon the Fund's request. The Administrator
further agrees to arrange for the preservation of any of such records required
to be maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by
Rule 31a-2 under the 1940 Act.

   6. The Administrator shall supply the Board and the officers of each Trust
with all information and reports reasonably required by them and reasonably
available to the Administrator relating to the services provided by the
Administrator hereunder.

   7. (a)(i) As compensation for the services performed by the Administrator
under this Agreement, each Fund shall reimburse the Administrator its pro rata
share, based on the Fund's average daily net assets (or the Fund's average
daily managed assets if so set forth on Appendix A hereto), of the
Administrator's costs of providing the services hereunder (or such alternative
allocation methodology based on the nature of the services), provided that the
costs attributed to services being provided by BBH or any other third party
shall be reduced accordingly. In determining the Administrator's costs of
providing services hereunder, personnel-related costs associated with the
Administrator's legal, compliance, fund treasury ("Fund Treasury") and
investor-related services shall be allocated in accordance with prescribed
allocation percentages reviewed by the Board from time to time. On a quarterly
basis, the Administrator will provide the Board with information comparing the
Administrator's actual costs of providing services hereunder and the budgeted
amount of such costs to the Funds.

2



   (ii) The Administrator and each Fund agree that the Administrator and the
Board will review at least annually a budget as to the costs relating to the
provision of services by the Administrator hereunder, which budget shall
include the allocation percentages applicable to personnel-related costs
associated with the Administrator's legal, compliance, Fund Treasury and
investor-related services. Such budgeted costs and/or such allocation
percentages also will be reviewed at other times should the budgeted costs or
the circumstances affecting the allocation percentages, as the case may be,
change materially. In connection with each review, the Administrator will
provide the Board with such information as the Board may reasonably request.

   (iii) Each Fund shall pay amounts due from it hereunder as promptly as
possible after the last day of each month. If this Agreement is terminated with
respect to any Fund as of any date not the last day of the month, such Fund
shall pay amounts due from it hereunder as promptly as possible after such date
of termination.

   (b) The Administrator shall furnish all facilities and personnel necessary
for performing the Administrator's services hereunder and shall furnish to each
Trust office space in the offices of the Administrator or in such other place
as may be agreed upon from time to time. The Administrator shall pay directly
or reimburse each Trust for all expenses not hereinafter specifically assumed
by the Trust where such expenses are incurred by the Administrator or by the
Trust in connection with the management of the affairs of, and the investment
and reinvestment of the assets of, the Trust. Each Trust, on behalf of each
Fund that is a series of the Trust, shall assume and shall pay (i) charges and
expenses for fund accounting, pricing and appraisal services and related
overhead, including, to the extent such services are performed by personnel of
a Fund's investment adviser (the "Manager") or its affiliates, office space and
facilities, and personnel compensation, training and benefits; (ii) the charges
and expenses of auditors; (iii) the charges and expenses of any investment
adviser, administrator, custodian, transfer agent, plan agent, dividend
disbursing agent, registrar or any other agent appointed by the Trust;
(iv) issue and transfer taxes chargeable to the Trust in connection with
securities transactions to which the Trust is a party; (v) insurance premiums,
interest charges, any expenses in connection with any preferred shares or other
form of leverage, dues and fees for membership in trade associations and all
taxes and corporate fees payable by the Trust to federal, state or other
governmental agencies; (vi) fees and expenses involved in registering and
maintaining registrations of the Trust and/or its shares with federal
regulatory agencies, state or blue sky securities agencies and foreign
jurisdictions, including the preparation of prospectuses and statements of
additional information for filing with such regulatory authorities; (vii) all
expenses of shareholders' and Board of Trustees' (the "Board", and each Board
member, a "Trustee") meetings and of preparing, printing and distributing
prospectuses, notices, proxy statements and all reports to shareholders and to
governmental agencies; (viii) charges and expenses of legal counsel to the
Trust and the Trustees; (ix) any fees paid by the Trust in accordance with Rule
12b-1 promulgated by the Securities and Exchange Commission (the "Commission")
pursuant to the 1940 Act; (x) compensation of those Trustees of the Trust who
are not affiliated with, or "interested persons" (as defined in the 1940 Act)
of, the Manager, the Trust (other than as Trustees), Pioneer Investment
Management USA Inc. or Pioneer Funds Distributor, Inc.; (xi) the cost of
preparing and printing share certificates; (xii) any fees and other expenses of
listing the Trust's shares on the New York Stock Exchange,

3



American Stock Exchange or any other national stock exchange, (xiii) interest
on borrowed money, if any; (xiv) fees payable by the Trust under management
agreements and under this Agreement; and (xv) extraordinary expenses. Each
Trust shall also assume and pay any other expense that the Trust, the Manager
or any other agent of the Trust may incur not listed above that is approved by
the Board (including a majority of the independent Trustees) as being an
appropriate expense of the Trust. Each Trust shall pay all fees and expenses to
be paid by the Trust under the BBH Agreement. In addition, each Trust, on
behalf of each Fund that is a series of the Trust, agrees to pay all brokers'
and underwriting commissions chargeable to the Trust in connection with
securities transactions to which the Fund is a party.

   8. The Administrator assumes no responsibility under this Agreement other
than to render the services called for hereunder, in good faith, and shall not
be liable for any error of judgment or mistake of law, or for any act or
omission in the performance of the services, provided that nothing in this
Agreement shall protect the Administrator against any liability to a Fund to
which the Administrator otherwise would be subject 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 hereunder. Comment
used in paragraph 9 and paragraph 10, the term "Administrator" shall include
any affiliates of the Administrator performing services for a Trust or any Fund
pursuant to this Agreement and the partners, shareholders, directors, officers
and employees of the Administrator and such affiliates.

   9. Each Fund separately shall indemnify and hold the Administrator harmless
from all loss, cost, damage and expense, including reasonable fees and expenses
for counsel, incurred by the Administrator resulting from or arising out of the
provision of the Administrator's services, provided that this indemnification
shall not apply to actions or omissions of the Administrator, its officers or
employees resulting from or arising out of its or their own willful
misfeasance, bad faith or gross negligence. The Administrator shall indemnify
and hold each Fund harmless from all loss, cost, damage and expense, including
reasonable fees and expenses for counsel, incurred by a Fund resulting from or
arising out of the Administrator's, or its officers' or employees' own willful
misfeasance, bad faith or gross negligence.

   10. Nothing in this Agreement shall limit or restrict the right of any
director, officer, or employee of the Administrator who may also be a Trustee,
officer, or employee of a Trust or any Fund to engage in any other business or
to devote his time and attention in part to the management or other aspects of
any other business, whether of a similar nature or a dissimilar nature, nor to
limit or restrict the right of the Administrator to engage in any other
business or to render services of any kind, including investment advisory and
management services, to any other fund, firm, individual or association.

   11. For purposes of this Agreement, a Fund's "net assets" shall be
determined as provided in the Fund's then-current Prospectus and Statement of
Additional Information, and references to the "1940 Act" shall include any
rule, regulation or applicable exemptive order of the Securities and Exchange
Commission (the "SEC") thereunder and the interpretive guidance with respect to
the 1940 Act by the SEC or its staff. "Managed assets" means (a) the total
assets of a Trust, including any form of investment leverage, minus (b) all
accrued liabilities incurred in the normal course of operations, which shall
not include any liabilities or obligations attributable to investment leverage
obtained through (i) indebtedness of any type (including, without

                                      4



limitation, borrowing through a credit facility or the issuance of debt
securities), (ii) the issuance of preferred stock or other similar preference
securities, and/or (iii) any other means. The liquidation preference on any
preferred shares is not a liability.

   12. This Agreement will become effective with respect to each Fund on the
date first above written or such later date set forth opposite the Fund's name
on Appendix A annexed hereto, provided that it shall have been approved by the
applicable Trust's Board, and, unless sooner terminated as provided herein,
will continue in effect for each Fund designated on Appendix A on the date
hereof until December 31, 2012, and for each Fund added to Appendix A
hereafter, until the date specified in Appendix A. Thereafter, if not
terminated, this Agreement shall continue in effect with respect to each Fund
for successive one-year terms, so long as each such term is approved by the
Board.

   13. This Agreement is terminable with respect to any Fund (i) without
penalty, by the Board or (ii) by the Administrator upon not less than 90 days'
written notice to the applicable Trust. This Agreement may be terminated with
respect to one or more Funds without affecting the validity of this Agreement
with respect to any other Fund designated on Appendix A.

   14. The Administrator agrees that for services rendered to each Fund, or for
any claim by it in connection with the services rendered to the Fund under this
Agreement, it shall look only to assets of the Fund for satisfaction and that
it shall have no claim against the assets of any other portfolios of any Trust.
The undersigned officer of the Trusts has executed this Agreement not
individually, but as an officer under each Trust's Declaration of Trust and the
obligations of this Agreement are not binding upon any of the Trustees,
officers or shareholders of the Trusts individually.

   15. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought.

   16. This Agreement embodies the entire agreement and understanding between
the parties hereto and supersedes all prior agreements and understandings
relating to the subject matter hereof. Should any part of this Agreement be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby. This Agreement shall
be binding on and shall inure to the benefit of the parties hereto and their
respective successors.

   17. This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.

   18. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

   19. This Agreement amends and restates in its entirety the prior
administration agreement in effect for each Trust and Fund.

5



   IN WITNESS WHEREOF, the parties thereto have caused this Agreement to be
executed by their officers thereunto duly authorized.

                                      THE PIONEER TRUSTS LISTED ON APPENDIX A
                                      On behalf of the Funds named therein

                                      By:     /s/ Mark E. Bradley
                                              ----------------------------------
                                      Name:   Mark E. Bradley
                                      Title:  Treasurer

                                      AMUNDI PIONEER ASSET MANAGEMENT, INC.

                                      By:     /s/ Gregg M. Dooling
                                              ----------------------------------
                                      Name:   Gregg M. Dooling
                                      Title:  Chief Financial Officer

                                      6



                                                                     Appendix A

(October 1, 2019)

Open-End Funds



Trust                                      Fund                     Effective Date/Initial Term Date
-----------------------------  -----------------------------  --------------------------------------------
                                                        



Pioneer Bond Fund              Pioneer Bond Fund              Effective Date: July 1, 2008

                                                              Initial Term: July 1, 2008-December 31, 2009

Pioneer Equity Income Fund     Pioneer Equity Income Fund     Effective Date: July 1, 2008

                                                              Initial Term: July 1, 2008-December 31, 2009

Pioneer Fund                   Pioneer Fund                   Effective Date: July 1, 2008

                                                              Initial Term: July 1, 2008-December 31, 2009

Pioneer High Yield Fund        Pioneer High Yield Fund        Effective Date: July 1, 2008

                                                              Initial Term: July 1, 2008-December 31, 2009




                            







Pioneer Asset Allocation Trust Pioneer Solutions - Balanced   Effective Date: July 1, 2008
                               Fund

Pioneer Mid Cap Value Fund     Pioneer Mid Cap Value Fund     Effective Date: July 1, 2008

                                                              Initial Term: July 1, 2008-December 31, 2009

Pioneer Money Market Trust     Pioneer U.S. Governemnt Money  Effective Date: July 1, 2008
                               Market Fund
                                                              Initial Term: July 1, 2008-December 31, 2009

Pioneer Real Estate Shares     Pioneer Real Estate Shares     Effective Date: July 1, 2008

                                                              Initial Term: July 1, 2008-December 31, 2009

Pioneer Series Trust II        Pioneer AMT-Free Municipal     Effective Date: July 1, 2008
                               Fund
                                                              Initial Term: July 1, 2008-December 31, 2009

                               Pioneer Select Mid Cap Growth  Effective Date: July 1, 2008
                               Fund
                                                              Initial Term: July 1, 2008-December 31, 2009

Pioneer Series Trust III       Pioneer Disciplined Value Fund Effective Date: July 1, 2008

                                                              Initial Term: July 1, 2008-December 31, 2009




                            







Pioneer Series Trust IV        Pioneer Balanced ESG Fund      Effective Date: July 1, 2008

                                                              Initial Term: July 1, 2008-December 31, 2009

                               Pioneer Multi-Asset Income     Effective Date: December 1, 2011
                               Fund
                                                              Initial Term: December 1, 2011-December 31,
                                                              2012

Pioneer Series Trust V         Pioneer Global Equity Fund     Effective Date: July 1, 2008

                                                              Initial Term: July 1, 2008-December 31, 2009

                               Pioneer High Income Municipal  Effective Date: July 1, 2008
                               Fund
                                                              Initial Term: July 1, 2008-December 31, 2009

                               Pioneer Corporate High Yield   Effective Date: July 12, 2016
                               Fund
                                                              Initial Term: July 12, 2016-December 31, 2017

Pioneer Series Trust VI        Pioneer Floating Rate Fund     Effective Date: July 1, 2008

                                                              Initial Term: July 1, 2008-December 31, 2009

                               Pioneer Flexible               Effective Date: March 5, 2010
                               Opportunities Fund
                                                              Initial Term: March 5, 2010-December 31, 2011




                            







Pioneer Series Trust VII       Pioneer Global High Yield Fund Effective Date: July 1, 2008

                                                              Initial Term: July 1, 2008-December 31, 2009

                               Pioneer Global Multisector     Effective Date: July 1, 2008
                               Income Fund
                                                              Initial Term: July 1, 2008-December 31, 2009

Pioneer Series Trust VIII      Pioneer International Equity   Effective Date: July 1, 2008
                               Fund
                                                              Initial Term: July 1, 2008-December 31, 2009

Pioneer Series Trust X         Pioneer Dynamic Credit Fund    Effective Date: March 8, 2011

                                                              Initial Term: March 8, 2011- December 31,
                                                              2012

                               Pioneer Fundamental Growth     Effective Date: July 1, 2008
                               Fund
                                                              Initial Term: July 1, 2008 - December 31,
                                                              2009

                               Pioneer Multi-Asset            Effective Date: March 8, 2011
                               Ultrashort Income Fund
                                                              Initial Term: March 8, 2011- December 31,
                                                              2012

Pioneer Series Trust XI        Pioneer Core Equity Fund       Effective Date: July 1, 2008

                                                              Initial Term: July 1, 2008-December 31, 2009

Pioneer Series Trust XII       Pioneer Disciplined Growth     Effective Date: July 1, 2008
                               Fund
                                                              Initial Term: July 1, 2008-December 31, 2009

Pioneer Series Trust XIV       Pioneer Emerging Markets       Effective Date: March 26, 2019
                               Equity Fund
                                                              Initial Term: March 26, 2019 -December 31,
                                                              2020

Pioneer Short Term Income Fund Pioneer Short Term Income Fund Effective Date: July 1, 2008

                                                              Initial Term: July 1, 2008-December 31, 2009




                            







Pioneer Strategic Income Fund  Pioneer Strategic Income Fund  Effective Date: July 1, 2008

                                                              Initial Term: July 1, 2008-December 31, 2009

Pioneer Variable Contracts     Pioneer Bond VCT Portfolio     Effective Date: July 1, 2008
Trust
                                                              Initial Term: July 1, 2008-December 31, 2009

                               Pioneer Equity Income VCT      Effective Date: July 1, 2008
                               Portfolio
                                                              Initial Term: July 1, 2008-December 31, 2009

                               Pioneer Fund VCT Portfolio     Effective Date: July 1, 2008

                                                              Initial Term: July 1, 2008-December 31, 2009

                               Pioneer High Yield VCT         Effective Date: July 1, 2008
                               Portfolio
                                                              Initial Term: July 1, 2008-December 31, 2009

                               Pioneer Mid Cap Value VCT      Effective Date: July 1, 2008
                               Portfolio
                                                              Initial Term: July 1, 2008-December 31, 2009




                            

                               

                               

                               

                               Pioneer Real Estate Shares     Effective Date: July 1, 2008
                               VCT Portfolio
                                                              Initial Term: July 1, 2008-December 31, 2009

                               Pioneer Select Mid Cap Growth  Effective Date: July 1, 2008
                               VCT Portfolio
                                                              Initial Term: July 1, 2008-December 31, 2009

                               Pioneer Strategic Income VCT   Effective Date: July 1, 2008
                               Portfolio
                                                              Initial Term: July 1, 2008-December 31, 2009








Closed-End Funds



Trust                                               Effective Date/Initial Term Date
---------------------------------------  ------------------------------------------------------
                                      
Pioneer Diversified High Income Trust    Effective Date: November 1, 2009

                                         Initial Term: November 1, 2009-December 31, 2009

Pioneer Floating Rate Trust              Effective Date: November 1, 2009

                                         Initial Term: November 1, 2009-December 31, 2009

Pioneer High Income Trust                Effective Date: November 1, 2009

                                         Initial Term: November 1, 2009-December 31, 2009

Pioneer ILS Interval Fund                Effective Date: December 10, 2014

                                         Initial Term: December 10, 2014 - November 30, 2015

Pioneer ILS Bridge Fund                  Effective Date: June 1, 2018

                                         Initial Term: June 1, 2018 - December 31, 2019

Pioneer Municipal High Income Trust      Effective Date: November 1, 2009

                                         Initial Term: November 1, 2009-December 31, 2009












Pioneer Municipal High Income Advantage  Effective Date: November 1, 2009
Trust
                                         Initial Term: November 1, 2009-December 31, 2009

Pioneer Securitized Income Fund          Effective Date: September 17, 2019

                                         Initial Term: September 17, 2019 - December 31, 2020




                                                                     

                                                                     

                                                                     

                                                                     Appendix B

                           ADMINISTRATION AGREEMENT

                              Accounting Services

Fund Accounting

Maintain all accounting records for Funds

. Calculate and report daily net asset values per share and yields

. Recommend income and capital gains distribution rates

. Prepare Funds' financial statements and assist in Fund audits

. Provide bank loan administration services, including reconciling and
       validating positions, cash, paydowns and interest accruals, supporting
       other accounting processes, and managing related systems

Shareholder Reporting and Audit Liaison

. Prepare and file (via EDGAR) shareholder reports required by Rule 30e-1
       under the 1940 Act and reports on Forms N-CSR, N-Q and N-SAR as required
       by Rules 30d-1 and 30b-1 under the 1940 Act

. Manage the Funds' audit processes to ensure timely completion of
       financial statements and shareholder reports

. Prepare reports related to advisory contract renewals for the Trustees'
       review, as well as other materials that any Board may request from time
       to time

. Provide financial information for prospectus updates and other
       regulatory filings

. Prepare and furnish the Funds with performance information (including
       yield and total return information) calculated in accordance with
       applicable U.S. securities laws and report to external entities such
       information

Pricing and Corporate Actions

. Ensure accuracy and timeliness of prices supplied by external sources to
       be used in daily valuations of all security positions held by each Fund

. Support corporate actions and bankruptcy proof of claim analyses

. Validate and communicate class action and bankruptcy proof of claim
       information

. Present periodic valuation reports to Funds' Boards

Systems and Administration

. Provide direction, supervision and administrative support to all Fund
       Treasury teams providing Accounting Services hereunder

. Provide systems support to users of fund accounting and portfolio
       pricing software, and manage relationships with applicable software and
       hardware vendors

. Develop and maintain applications and systems interfaces for Fund
       Treasury teams



Controllership Services

. Manage Fund expense payment cycles (e.g., timeliness and accuracy of
       payments, allocation of costs among Funds)

. Coordinate and standardize Fund expense accruals and budgeting

. Provide expense reports as required

. Compile daily reports of shareholder transactions from all sources for
       entry into Fund books

. Provide daily reconciliation of receivable, payable and share accounts
       between Funds' records and sources of shareholder transactions

. Manage the daily process to minimize "as of" gains and losses to Funds

. Communicate daily Fund prices

. Provide information and consultation on financial matters relating to
       the Funds including, without limitation, dividend distributions, expense
       pro formas, expense accruals and other matters

Tax Services

. Manage the Funds' federal, state and applicable local tax preparation
       and reporting

. Prepare fiscal and excise tax distribution calculations

. Prepare and file federal, state and any local income tax returns,
       including tax return extension requests

. Prepare shareholder year-end reporting statements

. Provide the appropriate amounts and characterization of distributions
       declared during the calendar year for Forms 1099 and similar reporting

. Periodically review and determine distributions to be paid to
       shareholders pursuant to Sub Chapter M requirements

. Consult with the Funds' Treasurer on various tax issues as they arise
       and with the Funds' auditors when appropriate



                           ADMINISTRATION AGREEMENT

                                Legal Services

Registration Statements, Proxy Statements and Related Securities and Exchange
Commission ("SEC") Filings

. Maintain SEC filing calendar for the Funds' Registration Statement
       filings

. Prepare and file (via EDGAR) amendments to the Funds' Registration
       Statements, including preparing prospectuses and statements of
       additional information (SAIs)

. Prepare and file (via EDGAR) supplements to the Funds' prospectuses and
       registration statements

. Prepare and file (via EDGAR) Fund proxy statements; provide consultation
       on proxy solicitation matters (i.e., with regard to the solicitation and
       tabulation of proxies in connection with shareholder meetings; the
       coordination of the printing and distribution of proxy materials, etc.)

. Review comments from the SEC on Fund registration statements and proxy
       statement filings and contribute to the preparation of responses to such
commentaires

. Conduct and manage use of software utilized to aid in maintaining
       content of disclosure in Fund prospectuses and SAIs, including related
       language database

. Prepare and file (via EDGAR) Rule 24f-2 Notices

. SEC Electronic Filing (EDGAR) Responsibilities

. Maintain and develop enhancements to Pioneer's EDGAR-related systems
          and procedures, including contingency planning

. Maintain EDGAR related databases and document archives

. Liaise with third party EDGAR agents when necessary

Shareholder Report Review and Support

. Review annual and semi-annual shareholder reports, including review of
       text of footnotes, as well as management's discussion of Fund
       performance, Trustee and officer background information and other
       non-financial statement aspects of reports

. Provide consulting to Fund Treasury in meeting regulatory requirements
       applicable to financial statements

. With Fund counsel and Fund Treasury, review comments from the SEC on
       Fund financial statement filings and assist in the preparation of
       responses to such comments

Corporate Secretarial and Governance Matters

. Maintain general calendar for Trustee meetings (including meetings of
       committees of Boards); track items that require annual or other periodic
       review and/or approval by Trustees; coordinate meeting presentations

. Maintain awareness of regulatory changes and track compliance dates with
       respect thereto



    . Prepare agenda and background materials for Trustee and Board committee
       meetings (i.e., memoranda, proposed resolutions), attend meetings,
       prepare minutes and follow up on matters raised at meetings

. Review draft materials and coordinate review by Trustees and external
       personnel (i.e., Fund counsel and auditors)

. Produce and distribute materials to Trustees and other meeting attendees

. Oversee vendors and technology that facilitate assembly, production and
       distribution of Trustee materials

. Attend and assist in coordination of shareholder meetings

. Monitor fidelity bond and directors' and officers' errors and omissions
       policies and make required filings with the SEC; act as principal
       liaison with Funds' insurance carriers and agents; coordinate amendments
       to and annual renewals of policies and coverage, including completion of
       materials for Board consideration

. Maintain Fund records required by Section 31 of the 1940 Act and the
       rules thereunder, except those records that are either the
       responsibility of the Fund's Manager under the management agreements
       with the Funds or otherwise are maintained by the Funds' other service
       providers (e.g., subadviser, custodian, transfer agent)

. Maintain corporate records on behalf of the Funds, including, but not
       limited to, copies of minutes, contracts and Trustee meeting materials

. Review and administer the payment of invoices from legal counsel to the
       Trusts and counsel to the independent Trustees

Miscellaneous Services

. Preparation and filing of the Funds' Form N-SAR, Form N-CSR, Form N-Q
       and Form N-PX filings

. Prepare and make Section 16 filings on behalf of the officers and
       Trustees of the closed-end Funds

. Meet regulatory requirements applicable to the status of certain Funds
       as exempt from treatment as commodity pools under Commodity Futures
       Trading Commission (CFTC) Rule 4.5, including related regulatory filings



                           ADMINISTRATION AGREEMENT

                              Compliance Services

. Assist the Funds in responding to routine and non-routine regulatory
       inquiries, examinations and investigations

. Provide consultation on regulatory matters relating to Fund operations
       and any potential changes in the Funds' investment policies, operations
       or structure

. Develop or assist in developing guidelines and procedures to improve
       overall compliance by the Funds and their various agents

. Oversee implementation and testing of the Funds' compliance-related
       policies and procedures



                           ADMINISTRATION AGREEMENT

                    Investor Services Group (ISG) Services

. Coordinate and monitor services of the Funds' transfer agents, including
       with regard to:

. Service level quality

. Compliance with applicable regulations and Fund procedures

. Training as to Fund policies, strategies and initiatives

. Shareholder mailings and other communications

. Planning and implementing Fund initiatives and projects

. Coordination of systems upgrades and other significant projects of
          transfer agents that relate to Fund policies

. Coordinate shareholder proxy solicitation activities, including planning
       of proxy-related projects and the use of proxy tabulation and
       solicitation firms

. Provide analysis and historical information to assist with shareholder
       inquiries and reports, as well as inquiries from other Fund service
       providers

. Provide oversight of the Funds' anti-money laundering program, including
       monitoring related activities delegated by the Funds to transfer agents
       or other entities

. Coordinate program designed to limit frequent and/or excessive trading
       in Fund shares, including implementation of shareholder information
       agreements under Rule 22c-2 under the 1940 Act and associated monitoring
       systems and procedures

. Perform activities and and provide reporting in support of the Funds'
       compliance program

. Enter into investor servicing relationships on behalf of the Funds with
       omnibus account administrators, retirement plan administrators and other
       investor service organizations

. Provide oversight of investor service organizations under a vendor
       management program, including service and compensation review

Blue Sky Administration (State Registration)

. Principal liaison with Blue Sky vendor (the fees and expenses of which
       are charged separately to the applicable Funds)

. Coordinate SEC filing schedule and Fund documentation with Blue Sky
       vendor

. Monitor status of state filings with Blue Sky vendor

. Transfer agent coordination

. Review Blue Sky vendor statements and invoices

. Conduct Blue Sky vendor due diligence, as appropriate

. Hiring oversight

. In-person meetings

. Independent audit of services

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the references to our firm under the captions "Financial
Highlights" in the Prospectus and "Independent Registered Public Accounting
Firm" and "Financial Statements" in the Statement of Additional Information
in Post-Effective Amendment Number 53 to the Registration Statement (Form
N-1A, No. 811-06106) of Pioneer Mid Cap Value Fund, and to the incorporation
by reference of our report, dated December 20, 2019, on Pioneer Mid Cap
Value Fund included in the Annual Reports to Shareholders for the fiscal
year ended October 31, 2019.



		           /s/ Ernst & Young LLP


Boston, Massachusetts		
February 24, 2020

                               

                               

                               

                               POWER OF ATTORNEY

   I, the undersigned trustee or officer of the investment companies listed on
Annex A for which Amundi Pioneer Asset Management, Inc. or one of its
affiliates acts as investment adviser (each, a "Trust" and collectively, the
"Trusts"), hereby constitute and appoint Lisa M. Jones, Christopher J. Kelley
and Mark E. Bradley, and each of them acting singly, to be my true, sufficient
and lawful attorneys, with full power to each of them to sign for me, in my
name, (i) any Registration Statement on Form N-1A, N-2 or any other applicable
registration form under the Investment Company Act of 1940, as amended, and/or
under the Securities Act of 1933, as amended, and any and all amendments
thereto filed by each Trust, of which I am now, or am on the date of such
filing, a Trustee or officer of the Trust, (ii) any application, notice or
other filings with the Securities and Exchange Commission, and (iii) any and
all other documents and papers relating thereto, and generally to do all such
things in my name and on behalf of me to enable each Trust to comply with the
Investment Company Act of 1940, as amended, and the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, hereby ratifying
and confirming my signature as it may be signed by said attorneys, or each of
them, to any and all Registration Statements and amendments to said
Registration Statements, including any amendments to establish a new series of
a Trust, and any other filings with the Securities and Exchange Commission on
behalf of each Trust.

   IN WITNESS WHEREOF, I have hereunder set my hand as of this 16th day of
July, 2019.

                                                  /s/ Diane Durnin
                                                  ------------------------------
                                                  Diane Durnin



                               POWER OF ATTORNEY
                                    ANNEX A





Pioneer Asset Allocation Trust:                 Pioneer Series Trust VI:
   Pioneer Solutions - Balanced Fund               Pioneer Floating Rate Fund
Pioneer Bond Fund                                  Pioneer Flexible Opportunities Fund
Pioneer Diversified High Income Trust           Pioneer Series Trust VII:
Pioneer Equity Income Fund                         Pioneer Global High Yield Fund
Pioneer Floating Rate Trust                        Pioneer Global Multisector Income Fund
Pioneer Fund                                    Pioneer Series Trust VIII:
Pioneer High Income Trust                          Pioneer International Equity Fund
Pioneer High Yield Fund                         Pioneer Series Trust X:
Pioneer ILS Bridge Fund                            Pioneer Dynamic Credit Fund
Pioneer ILS Interval Fund                          Pioneer Fundamental Growth Fund
Pioneer Mid Cap Value Fund                         Pioneer Multi-Asset Ultrashort Income Fund
Pioneer Money Market Trust:                     Pioneer Series Trust XI:
   Pioneer U.S. Government Money Market Fund       Pioneer Core Equity Fund
Pioneer Municipal High Income Trust             Pioneer Series Trust XII:
Pioneer Municipal High Income Advantage Trust      Pioneer Disciplined Growth Fund
Pioneer Real Estate Shares                      Pioneer Short Term Income Fund
Pioneer Series Trust II:                        Pioneer Series Trust XIV:
   Pioneer AMT-Free Municipal Fund                 Pioneer Emerging Markets Equity Fund
   Pioneer Select Mid Cap Growth Fund              Pioneer Strategic Income Fund
Pioneer Series Trust III:                       Pioneer Variable Contracts Trust:
   Pioneer Disciplined Value Fund                  Pioneer Bond VCT Portfolio
Pioneer Series Trust IV:                           Pioneer Equity Income VCT Portfolio
   Pioneer Classic Balanced Fund                   Pioneer Fund VCT Portfolio
   Pioneer Multi-Asset Income Fund                 Pioneer High Yield VCT Portfolio
Pioneer Series Trust V:                            Pioneer Mid Cap Value VCT Portfolio
   Pioneer Global Equity Fund                      Pioneer Real Estate Shares VCT Portfolio
   Pioneer High Income Municipal Fund              Pioneer Select Mid Cap Growth VCT Portfolio
   Pioneer Corporate High Yield Fund               Pioneer Strategic Income VCT Portfolio

                               

                               

                               

                               POWER OF ATTORNEY

   I, the undersigned trustee or officer of the investment companies listed on
Annex A for which Amundi Pioneer Asset Management, Inc. or one of its
affiliates acts as investment adviser (each, a "Trust" and collectively, the
"Trusts"), hereby constitute and appoint Lisa M. Jones, Christopher J. Kelley
and Mark E. Bradley, and each of them acting singly, to be my true, sufficient
and lawful attorneys, with full power to each of them to sign for me, in my
name, (i) any Registration Statement on Form N-1A, N-2 or any other applicable
registration form under the Investment Company Act of 1940, as amended, and/or
under the Securities Act of 1933, as amended, and any and all amendments
thereto filed by each Trust, of which I am now, or am on the date of such
filing, a Trustee or officer of the Trust, (ii) any application, notice or
other filings with the Securities and Exchange Commission, and (iii) any and
all other documents and papers relating thereto, and generally to do all such
things in my name and on behalf of me to enable each Trust to comply with the
Investment Company Act of 1940, as amended, and the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, hereby ratifying
and confirming my signature as it may be signed by said attorneys, or each of
them, to any and all Registration Statements and amendments to said
Registration Statements, including any amendments to establish a new series of
a Trust, and any other filings with the Securities and Exchange Commission on
behalf of each Trust.

   IN WITNESS WHEREOF, I have hereunder set my hand as of this 16th day of
September, 2019.

                                                  /s/ John E. Baumgardner, Jr.
                                                  ------------------------------
                                                  John E. Baumgardner, Jr.



                               POWER OF ATTORNEY
                                    ANNEX A





Pioneer Asset Allocation Trust:                  Pioneer Series Trust VI:
   Pioneer Solutions - Balanced Fund                Pioneer Floating Rate Fund
Pioneer Bond Fund                                   Pioneer Flexible Opportunities Fund
Pioneer Diversified High Income Trust            Pioneer Series Trust VII:
Pioneer Equity Income Fund                          Pioneer Global High Yield Fund
Pioneer Floating Rate Trust                         Pioneer Global Multisector Income Fund
Pioneer Fund                                     Pioneer Series Trust VIII:
Pioneer High Income Trust                           Pioneer International Equity Fund
Pioneer High Yield Fund                          Pioneer Series Trust X:
Pioneer ILS Bridge Fund                             Pioneer Dynamic Credit Fund
Pioneer ILS Interval Fund                           Pioneer Fundamental Growth Fund
Pioneer Mid Cap Value Fund                          Pioneer Multi-Asset Ultrashort Income Fund
Pioneer Money Market Trust:                      Pioneer Series Trust XI:
   Pioneer U.S. Government Money Market Fund        Pioneer Core Equity Fund
Pioneer Municipal High Income Trust              Pioneer Series Trust XII:
Pioneer Municipal High Income Advantage Trust       Pioneer Disciplined Growth Fund
Pioneer Real Estate Shares                       Pioneer Short Term Income Fund
Pioneer Series Trust II:                         Pioneer Series Trust XIV:
   Pioneer AMT-Free Municipal Fund                  Pioneer Emerging Markets Equity Fund
   Pioneer Select Mid Cap Growth Fund               Pioneer Strategic Income Fund
Pioneer Series Trust III:                        Pioneer Variable Contracts Trust:
   Pioneer Disciplined Value Fund                   Pioneer Bond VCT Portfolio
Pioneer Series Trust IV:                            Pioneer Equity Income VCT Portfolio
   Pioneer Classic Balanced Fund                    Pioneer Fund VCT Portfolio
   Pioneer Multi-Asset Income Fund                  Pioneer High Yield VCT Portfolio
Pioneer Series Trust V:                             Pioneer Mid Cap Value VCT Portfolio
   Pioneer Global Equity Fund                       Pioneer Real Estate Shares VCT Portfolio
   Pioneer High Income Municipal Fund               Pioneer Select Mid Cap Growth VCT Portfolio
   Pioneer Corporate High Yield Fund                Pioneer Strategic Income VCT Portfolio