0001288255-17-000011.txt : 20180402 0001288255-17-000011.hdr.sgml : 20180402 20171031155200 ACCESSION NUMBER: 0001288255-17-000011 CONFORMED SUBMISSION TYPE: N-14 PUBLIC DOCUMENT COUNT: 16 FILED AS OF DATE: 20171031 DATE AS OF CHANGE: 20171212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER ASSET ALLOCATION TRUST CENTRAL INDEX KEY: 0001288255 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: N-14 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221237 FILM NUMBER: 171165681 BUSINESS ADDRESS: STREET 1: 60 STATE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6174224947 MAIL ADDRESS: STREET 1: 60 STATE ST CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: PIONEER IBBOTSON ASSET ALLOCATION SERIES DATE OF NAME CHANGE: 20041116 FORMER COMPANY: FORMER CONFORMED NAME: PIONEER ASSET ALLOCATION SERIES DATE OF NAME CHANGE: 20040422 CENTRAL INDEX KEY: 0001288255 S000004007 Pioneer Solutions - Balanced Fund C000011209 Pioneer Solutions - Balanced Fund: Class A PIALX CENTRAL INDEX KEY: 0001288255 S000004006 Pioneer Solutions - Growth Fund C000011205 Pioneer Solutions - Growth Fund: Class A GRAAX S000004008 Pioneer Solutions - Conservative Fund C000011214 Pioneer Solutions - Conservative Fund: Class A PIAVX CENTRAL INDEX KEY: 0001288255 S000004007 Pioneer Solutions - Balanced Fund C000011211 Pioneer Solutions - Balanced Fund: Class C PIDCX CENTRAL INDEX KEY: 0001288255 S000004006 Pioneer Solutions - Growth Fund C000011207 Pioneer Solutions - Growth Fund: Class C GRACX S000004008 Pioneer Solutions - Conservative Fund C000011216 Pioneer Solutions - Conservative Fund: Class C PICVX CENTRAL INDEX KEY: 0001288255 S000004007 Pioneer Solutions - Balanced Fund C000011212 Pioneer Solutions - Balanced Fund: Class Y IMOYX CENTRAL INDEX KEY: 0001288255 S000004006 Pioneer Solutions - Growth Fund C000011208 Pioneer Solutions - Growth Fund: Class Y IBGYX S000004008 Pioneer Solutions - Conservative Fund C000011213 Pioneer Solutions - Conservative Fund: Class Y IBBCX CENTRAL INDEX KEY: 0001288255 S000004007 Pioneer Solutions - Balanced Fund C000160060 Pioneer Solutions - Balanced Fund: Class R CENTRAL INDEX KEY: 0001288255 S000004006 Pioneer Solutions - Growth Fund C000160059 Pioneer Solutions - Growth Fund: Class R S000004008 Pioneer Solutions - Conservative Fund C000160061 Pioneer Solutions - Conservative Fund: Class R N-14 1 aatsb103117n-14.txt PIONEER ASSET ALLOCATION TRUST As filed with the Securities and Exchange Commission on October 31, 2017 File No. ================================================================================ United States Securities and Exchange Commission Washington, D.C. 20549 ----------------- FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. Post-Effective Amendment No. (Check appropriate box or boxes) ----------------- PIONEER ASSET ALLOCATION TRUST (Exact Name of Registrant as Specified in Charter) ----------------- (617) 742-7825 (Area Code and Telephone Number) 60 State Street, Boston, Massachusetts 02109 (Address of Principal Executive Offices: Number, Street, City, State, Zip Code) Terrence Cullen Amundi Pioneer Asset Management, Inc. 60 State Street Boston, Massachusetts 02109 (Name and Address of Agent for Service) ----------------- Copies to: Roger P. Joseph, Esq. Morgan, Lewis & Bockius LLP One Federal Street Boston, Massachusetts 02110 ----------------- Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement. Calculation of Registration Fee under the Securities Act of 1933: No filing fee is due because of reliance on Section 24(f) of the Investment Company Act of 1940, which permits registration of an indefinite number of securities. Title of Securities Being Registered: Shares of beneficial interest of Pioneer Solutions - Balanced Fund, a series of the Registrant. It is proposed that this filing will become effective on November 30, 2017, pursuant to Rule 488 under the Securities Act of 1933, as amended. ================================================================================ COMBINED INFORMATION STATEMENT OF PIONEER SOLUTIONS -- CONSERVATIVE FUND AND PIONEER SOLUTIONS -- GROWTH FUND (each an "Acquired Fund," and collectively the "Acquired Funds") AND PROSPECTUS FOR PIONEER SOLUTIONS - BALANCED FUND (the "Acquiring Fund" and, together with the Acquired Funds, the "Pioneer Funds") The address and telephone number of each Pioneer Fund is: 60 State Street Boston, Massachusetts 02109 1-800-225-6292 To the Shareholders of Pioneer Solutions - Conservative Fund and Pioneer Solutions - Growth Fund: The Board of Trustees of Pioneer Solutions - Conservative Fund and Pioneer Solutions - Growth Fund has approved the reorganization of each fund (each, an "Acquired Fund") with and into Pioneer Solutions - Balanced Fund (the "Acquiring Fund") after considering the recommendation of Amundi Pioneer Asset Management, Inc. ("Amundi Pioneer"), the investment manager to your fund, and concluding that the reorganization would be in the best interests of your fund. Following is a brief description of certain aspects of the reorganizations: o Each fund has the same investment objective of long-term capital growth and current income. o Each fund has similar investment policies and strategies. Like the Acquired Funds, the Acquiring Fund is a "fund of funds" that allocates its assets primarily among other mutual funds, including mutual funds managed by Amundi Pioneer and funds unaffiliated with Amundi Pioneer ("underlying funds"). Following the completion of the reorganizations, it is anticipated that the combined fund will invest to a greater extent in underlying funds managed by Amundi Pioneer. In addition, unlike the Acquired Funds, it is expected that, following the completion of the reorganizations, Amundi Pioneer will not seek to maintain a target annualized volatility level for the combined fund or use derivative strategies to a significant extent to seek incremental return or to seek to limit risk. o The expense ratio of each class of shares of the combined fund is expected to be no higher than the expense ratio of the corresponding class of shares of your fund. o Unlike the Acquired Funds and the Acquiring Fund, the combined fund will not pay a direct management fee to Amundi Pioneer. However, as is currently the case for each of the funds, following the completion of the Reorganizations, the combined fund will continue to bear a pro rata portion of the fees and expenses, including management fees, of each underlying fund in which the combined fund invests. o None of the funds has achieved a sufficient size to allow for more efficient operations. The larger asset size of the combined fund may allow it, relative to your fund, to reduce per share expenses as fixed expenses will be shared over a larger asset base. o Upon completion of the reorganization of your fund, you will hold shares of each class of the Acquiring Fund corresponding to a class of your fund's shares that you hold immediately prior to the reorganization having the same aggregate net asset value as your holdings of shares of that class of your fund immediately prior to the reorganization. o Each transaction is expected to be treated as a "reorganization" under Section 368(a) of the Internal Revenue Code of 1986, as amended, and shareholders therefore are not expected to recognize any taxable gain or loss on the exchange of their Acquired Fund shares for shares of the Acquiring Fund. Each reorganization is expected to occur on or about January 19, 2018. Although the reorganizations may be viewed as separate transactions, and neither reorganization is contingent on the occurrence of the other reorganization, the reorganizations are expected to occur simultaneously. No commission, redemption fee or other transactional fee will be charged as a result of the reorganizations. The reorganizations do not require shareholder approval, and you are not being asked to vote. We do, however, ask that you review the enclosed information statement/prospectus, which contains information about the combined fund, outlines the differences between each Acquired Fund and the combined fund, and provides details about the terms and conditions of each reorganization. The Board of Trustees of each Acquired Fund has unanimously approved each Acquired Fund's reorganization and believes each reorganization is in the best interests of your fund. If you have any questions, please call 1-800-225-6292. Sincerely, Christopher J. Kelley Secretary Boston, Massachusetts __________, 2017 COMBINED INFORMATION STATEMENT OF PIONEER SOLUTIONS - CONSERVATIVE FUND AND PIONEER SOLUTIONS - GROWTH FUND (each an "Acquired Fund," and collectively the "Acquired Funds") AND PROSPECTUS FOR PIONEER SOLUTIONS - BALANCED FUND (the "Acquiring Fund" and, together with the Acquired Funds, the "Pioneer Funds") The address and telephone number of the Pioneer Funds is: 60 State Street Boston, Massachusetts 02109 1-800-225-6292 The Securities and Exchange Commission and the Commodity Futures Trading Commission have not, and no state securities authority has, approved or disapproved the shares of the Pioneer Funds or determined whether this prospectus is accurate or complete. Any representation to the contrary is a criminal offense. An investment in any Pioneer Fund (each sometimes referred to herein as a "fund") is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. This Information Statement/Prospectus concisely sets forth information that an investor needs to know before investing. Please read this Information Statement/Prospectus carefully before investing and keep it for future reference. 1
TABLE OF CONTENTS Page ----- INTRODUCTION 3 REORGANIZATIONS OF PIONEER SOLUTIONS - CONSERVATIVE FUND AND PIONEER SOLUTIONS - GROWTH FUND WITH PIONEER SOLUTIONS - BALANCED FUND 6 OTHER IMPORTANT INFORMATION REGARDING THE REORGANIZATIONS 39 TERMS OF THE AGREEMENT AND PLAN OF REORGANIZATION 41 TAX STATUS OF THE REORGANIZATIONS 42 ADDITIONAL INFORMATION ABOUT THE PIONEER FUNDS 48 FINANCIAL HIGHLIGHTS 69 OWNERSHIP OF SHARES OF THE PIONEER FUNDS 74 EXPERTS 75 AVAILABLE INFORMATION 76 EXHIBIT A - FORM OF AGREEMENT AND PLAN OF REORGANIZATION A-1
2 INTRODUCTION This combined information statement/prospectus, dated [______________], 2017 (the "Information Statement/Prospectus"), is being furnished to shareholders of each of Pioneer Solutions - Conservative Fund and Pioneer Solutions - Growth Fund (each, an "Acquired Fund") in connection with the reorganization of each Acquired Fund with Pioneer Solutions - Balanced Fund (the "Acquiring Fund"). Although the reorganization of each Acquired Fund with the Acquiring Fund may be considered as separate transactions, and are not contingent on the occurrence of the other Acquired Fund's reorganization, the reorganizations are expected to occur simultaneously. The reorganizations do not require shareholder approval, and you are not being asked to vote. The Information Statement/Prospectus contains information you should know about each reorganization. A copy of the agreement and plan of reorganization that provides for the reorganization of each Acquired Fund is attached to this Information Statement/Prospectus as Exhibit A. Shareholders should read this entire Information Statement/Prospectus, including Exhibit A, carefully. The date of this Information Statement/Prospectus is [______________], 2017. For more complete information about each fund, please read the fund's prospectus and statement of additional information, as they may be amended and/or supplemented. Each fund's prospectus and statement of additional information has been filed with the SEC (http://www.sec.gov) and is available upon oral or written request and without charge. See "Where to Get More Information" below.
Where to Get More Information ------------------------------------------------------------------------------------------------------------------------- Each fund's current summary prospectus, prospectus, On file with the SEC (http://www.sec.gov) and available at no charge statement of additional information, and any by calling our toll-free number: 1-800-225-6292. See applicable supplements. "Available Information." ------------------------------------------------------------------------------------------------------------------------- Each fund's most recent annual and semi-annual On file with the SEC (http://www.sec.gov) and available at no charge reports to shareholders. by calling our toll-free number: 1-800-225-6292. See "Available Information." ------------------------------------------------------------------------------------------------------------------------- A statement of additional information for this On file with the SEC (http://www.sec.gov) and available at no charge Information Statement/Prospectus (the "SAI"), by calling our toll-free number: 1-800-225-6292. This SAI is dated [_________], 2017. It contains additional incorporated by reference into this Information Statement/Prospectus. information about the funds. See "Available Information." ------------------------------------------------------------------------------------------------------------------------- To ask questions about this Information Call our toll-free telephone number: 1-800-225-6292. Statement/Prospectus -------------------------------------------------------------------------------------------------------------------------
Each Acquired Fund's summary prospectus, prospectus and statement of additional information dated December 1, 2016, as supplemented, are incorporated by reference into this Information Statement/Prospectus. Background to the Reorganization Amundi Pioneer Asset Management, Inc. ("Amundi Pioneer"), each fund's investment adviser, has recommended the reorganization of each Acquired Fund with the Acquiring Fund (each, a "Reorganization"), and the Board of Trustees has determined that the Reorganization of each Acquired Fund is in the best interests of such Acquired Fund. Factors that Amundi Pioneer took into consideration in making its recommendations, and the Board of Trustees took into consideration in making its determinations, include: o The expense ratio of each class of shares of the combined fund is expected to be no higher than the expense ratio of the corresponding class of shares of your fund. o Unlike the Acquired Funds and the Acquiring Fund, the combined fund will not pay a direct management fee to Amundi Pioneer. However, as is currently the case for each of the funds, following the completion of the Reorganizations, the combined fund will continue to bear a pro rata portion of the fees and expenses, including management fees, of each underlying fund in which the combined fund invests. The pro rata portion of the management fees of underlying Amundi Pioneer funds borne by the combined fund following the completion of the Reorganizations is not expected to exceed the direct management fee and the pro rata portion of the management fees of underlying Amundi Pioneer funds currently borne by your fund. o None of the funds has achieved a sufficient size to allow for more efficient operations. The larger asset size of the combined fund may allow it, relative to your fund, to reduce per share expenses as fixed expenses will be shared over a larger asset base. 3 o Each fund has the same investment objective of long-term capital growth and current income. o Each fund has similar investment policies and strategies. Like the Acquired Funds, the Acquiring Fund is a "fund of funds" that allocates its assets primarily among other mutual funds, including mutual funds managed by Amundi Pioneer and funds unaffiliated with Amundi Pioneer ("underlying funds"). Following the completion of the Reorganizations, it is anticipated that the combined fund will invest to a greater extent in underlying funds managed by Amundi Pioneer. In addition, unlike the Acquired Funds and the Acquiring Fund, it is expected that, following the completion of the Reorganizations, Amundi Pioneer will not seek to maintain a target annualized volatility level for the combined fund or use derivative strategies to a significant extent to seek incremental return or to seek to limit risk. o Each Reorganization, itself, generally is not expected to result in income, gain or loss being recognized for federal income tax purposes by the Acquired Fund, the Acquiring Fund or by the shareholders of any fund. At a meeting held on September 12, 2017, the Board of Trustees of the funds unanimously approved the Reorganization of each Acquired Fund with the Acquiring Fund. The Reorganization of each Acquired Fund is not subject to approval by the shareholders of such Acquired Fund. How will the Reorganizations work? o Each Acquired Fund's Reorganization is scheduled to occur on or about January 19, 2018, but may occur on such later date as the parties may agree in writing (the "Closing Date"). o Your fund will transfer all of its assets to the Acquiring Fund, and the Acquiring Fund will assume all of your fund's liabilities. o The Acquiring Fund will issue Class A, Class C, Class R and Class Y shares to your fund with an aggregate net asset value equal to the aggregate net asset value of your fund's Class A, Class C, Class R and Class Y shares, respectively. o Shares of the Acquiring Fund will be distributed to you on a class-by-class basis in proportion to the relative net asset value of your holdings of shares of each class of your fund on the Closing Date. Therefore, upon completion of the Reorganization, you will hold shares of each class of the Acquiring Fund corresponding to a class of your fund held by you with the same aggregate net asset value as your holdings of shares of that class of your fund immediately prior to the Reorganization. The net asset value attributable to a class of shares of each fund will be determined using the Pioneer Funds' valuation policies and procedures. Each fund's valuation policy and procedures are identical. o No sales load, contingent deferred sales charge, commission, redemption fee or other transactional fee will be charged as a result of the Reorganizations. After the Reorganizations, any contingent deferred sales charge that applied to your Class A or Class C shares of your fund at the time of the Reorganizations will continue to apply for the remainder of the applicable holding period at the time of the Reorganizations. In calculating any applicable contingent deferred sales charge, the period during which you held your shares will be included in the holding period of the shares you receive as a result of the Reorganizations. o The Reorganizations generally are not expected to result in gain or loss being recognized for federal income tax purposes by any fund or by the shareholders of any fund. o In approving the Reorganization of each Acquired Fund, the Board of Trustees of each fund, including all of the Trustees who are not "interested" persons (as defined in the Investment Company Act of 1940, as amended (the "1940 Act")) of the Pioneer Funds, Amundi Pioneer, or Amundi Pioneer Distributor, Inc., the Pioneer Funds' principal underwriter and distributor ("Amundi Pioneer Distributor") (the "Independent Trustees"), has determined that such Reorganization is in the best interest of such Acquired Fund and the Acquiring Fund and will not dilute the interests of shareholders. The Trustees have made this determination based on factors that are discussed below. o Shareholders of an Acquired Fund who determine that they do not wish to become shareholders of the combined fund may (a) redeem their shares of their Acquired Fund prior to the Closing Date or (b) exchange their shares of their Acquired Fund prior to the Closing Date for shares of another Pioneer fund by contacting Amundi Pioneer or their investment professional or financial intermediary. Any contingent deferred sales charge that applies to your Class A or Class C shares will be waived in connection with a redemption of your shares of an Acquired Fund prior to the Closing Date. Please note that a redemption or an exchange of shares of an Acquired Fund will be a taxable event and a shareholder may recognize a gain or loss for federal income tax purposes in connection with that transaction. This Information Statement/Prospectus relates only to the Class A, Class C, Class R and Class Y shares to be issued in the Reorganization. 4 What are the federal income tax consequences of each Reorganization? As a condition to the closing of each Reorganization, the applicable Acquired Fund and the Acquiring Fund must receive an opinion of Morgan, Lewis & Bockius LLP substantially to the effect that the Reorganization will constitute a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). Accordingly, subject to the limited exceptions described below under the heading "Tax Status of the Reorganizations," it is expected that neither you nor in general your Acquired Fund will recognize gain or loss as a direct result of the applicable Reorganization, and that the aggregate tax basis of the shares of each class that you receive in that Reorganization will be the same as the aggregate tax basis of the shares of the corresponding class that you surrender in that Reorganization. In addition, your holding period for the shares of each class you receive in the applicable Reorganization will include the holding period of the shares of the corresponding class that you surrender in that Reorganization, provided that you held those shares as capital assets on the date of that Reorganization. However, in accordance with the Pioneer Funds' policy that each Pioneer Fund distributes its investment company taxable income (computed without regard to the dividends-paid deduction), net tax-exempt income and net capital gains for each taxable year (in order to qualify for tax treatment as a regulated investment company and avoid federal income and excise tax thereon at the fund level), your Acquired Fund will declare and pay a distribution of such income and gains to its shareholders shortly before the applicable Reorganization. Such distribution may affect the amount, timing or character of taxable income that you realize in respect of your Acquired Fund shares. For more information, see "Tax Status of the Reorganizations" on page 42 of the Information Statement/Prospectus. The Acquiring Fund may make a comparable distribution to its shareholders shortly before one or both Reorganizations. Additionally, following the Reorganizations, the Acquiring Fund will continue to make distributions according to its regular distribution schedule. You will generally need to pay tax on those distributions even though they may include income and gains that were accrued and/or realized before you became a shareholder of the Acquiring Fund. Who bears the expenses associated with the Reorganization? Each Acquired Fund agrees to pay 25% of the expenses incurred in connection with the Reorganization of such Acquired Fund, including expenses associated with preparation, printing and mailing of any shareholder communications (including this Information Statement/Prospectus), any filings with the SEC and other governmental agencies in connection with the Reorganization, audit fees and legal fees ("Reorganization Costs"). The Acquiring Fund agrees to pay 25% of the Reorganization Costs incurred in connection with each Reorganization. Amundi Pioneer will bear the remaining 50% of the Reorganization Costs. If both Reorganizations are consummated on the same Closing Date, 12.5% of the aggregate Reorganization Costs shall be paid by each Acquired Fund, and 25% of the aggregate Reorganization Costs shall by paid by the Acquiring Fund. Amundi Pioneer would bear the remaining 50% of the Reorganization Costs. It is estimated that these expenses in the aggregate will be approximately $150,000, of which each Acquired Fund will bear approximately $18,750 for its Reorganization, the Acquiring Fund will bear approximately $37,500 in the aggregate for both Reorganizations, and Amundi Pioneer will bear the remaining $75,000. If only one Acquired Fund's Reorganization is consummated, such Acquired Fund will bear approximately $37,500 of the Reorganization Costs and the Acquiring Fund will bear approximately $37,500 of the Reorganization Costs. Amundi Pioneer would bear the remaining 50% of the Reorganization Costs. Expenses will, however, be paid by the party directly incurring the expenses to the extent that the payment by another person would result in a failure by any fund to qualify for treatment as a "regulated investment company" within the meaning of Section 851 of the Internal Revenue Code or would prevent a Reorganization from qualifying as a "reorganization" within the meaning of Section 368 of the Internal Revenue Code or otherwise result in the imposition of tax on a fund or on a fund's shareholders. 5 REORGANIZATIONS OF PIONEER SOLUTIONS - CONSERVATIVE FUND AND PIONEER SOLUTIONS - GROWTH FUND WITH PIONEER SOLUTIONS - BALANCED FUND SUMMARY The following is a summary of more complete information appearing later in this Information Statement/Prospectus or incorporated herein. You should read carefully the entire Information Statement/Prospectus, including the form of Agreement and Plan of Reorganization attached as Exhibit A, because it contains details that are not in the summary. Fund Comparison The Board of Trustees of each Acquired Fund has approved the Reorganization of each Acquired Fund with the Acquiring Fund. There are similarities among the funds, as well as certain differences, including: o Investment Adviser. Each fund currently is managed by Amundi Pioneer. Following the completion of the Reorganizations, the combined fund will be managed by Amundi Pioneer. The funds' portfolio management team currently consists of John O'Toole, Paul Weber, and Salvatore Buono. Following the completion of the Reorganizations, the combined fund's management team will consist of Kenneth J. Taubes and Marco Pirondini. o Investment Objective. Each fund currently has the same investment objective of long-term capital growth and current income. Following the completion of the Reorganizations, the investment objective of the combined fund also will be long-term capital growth. o "Fund of Funds." Each fund currently is a "fund of funds." Following the completion of the Reorganizations, the combined fund will remain a "fund of funds." o Focus on Underlying Pioneer Funds. Each fund currently allocates approximately 60%-70% of its total assets to underlying funds managed by Amundi Pioneer. Following the completion of the Reorganizations, it is anticipated that, initially, the combined fund will invest to a greater extent (90%-95% of its total assets) in underlying funds managed by Amundi Pioneer. o Investment Process. For each fund, Amundi Pioneer currently selects investments it believes will perform well over time while maintaining a target annualized volatility level that corresponds to the fund's relative risk profile. Following the completion of the Reorganizations, Amundi Pioneer will not seek to maintain a target annualized volatility level for the combined fund, but the portfolio management team will continue to evaluate asset classes, fund attributes, broad economic and market factors, and strategic and tactical considerations in its investment decisions. In addition, each fund currently uses derivative strategies to seek incremental return or to seek to limit risk. Following the completion of the Reorganizations, the combined fund will continue to have the ability to use derivatives, but it is currently anticipated that the combined fund generally will not use derivative strategies to the same extent as does your fund. o Asset Class Exposure. Following the completion of the Reorganizations, it is anticipated that, initially, the combined fund's exposure to different asset classes will most closely resemble the Acquiring Fund's exposure to different asset classes prior to the Reorganizations. At July 31, 2017, approximately 42% of the Balanced Fund's total assets was invested in fixed income underlying funds, approximately 35% of the fund's total assets was invested in international equity underlying funds, approximately 18% of the fund's total assets was invested in U.S. equity funds, and approximately 4% of the fund's total assets was invested directly in fixed income obligations. Accordingly, it is anticipated that, following the completion of the Reorganizations, the combined fund will have: (i) relative to Pioneer Solutions - Conservative Fund, significantly less exposure to fixed income investments and their related risks and significantly more exposure to international and U.S. equity investments and their related risks; and (ii) relative to Pioneer Solutions - Growth Fund, significantly more exposure to fixed income investments and their related risks and significantly less exposure to international and U.S. equity investments and their related risks. However, the combined fund's exposure to different asset classes and allocations among underlying funds will change from time to time in response to broad economic and market factors, as well as strategic and tactical considerations. There is no maximum or minimum exposure that the fund must have to any asset class. 6 The tables below compare certain features of each fund to the features of the combined fund that will be in effect upon completion of the Reorganizations. In the table below, if a row extends across the entire table, the policy disclosed applies to both your fund and the combined fund.
Pioneer Solutions - Balanced Fund Pioneer Solutions - Pioneer Solutions - Pioneer Solutions - (Combined Fund, Conservative Fund Growth Fund Balanced Fund Post-Reorganization) ----------------------------------------------------------------------------------------------------------------------------------- Investment Long-term capital growth and current income. Objective ----------------------------------------------------------------------------------------------------------------------------------- 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 The fund seeks to achieve its investment objectives by primarily investing in other funds ("underlying funds") and Investment using asset allocation strategies to allocate its assets among the underlying funds. Strategies ----------------------------------------------------------------------------------------------------------------------------------- The fund may also invest directly in securities and use derivatives. ----------------------------------------------------------------------------------------------------------------------------------- The fund may invest in underlying funds that are either managed by Amundi Pioneer or managed by an adviser not associated with Amundi Pioneer, including exchange-traded funds. ----------------------------------------------------------------------------------------------------------------------------------- The fund invests mainly in underlying funds managed by Amundi Pioneer or The fund invests primarily one of its affiliates. in underlying funds managed by Amundi Pioneer or one of its affiliates. It is currently anticipated that, following the completion of the Reorganizations, the combined fund will invest to a greater extent in underlying funds managed by Amundi Pioneer. ----------------------------------------------------------------------------------------------------------------------------------- At July 31, 2017, At July 31, 2017, At July 31, 2017, It is currently anticipated approximately 71% of the approximately 71% of the approximately 69% of the that, following the fund's total assets was fund's total assets was fund's total assets was completion of the invested in underlying funds invested in underlying funds invested in underlying funds Reorganizations, initially, managed by Amundi Pioneer managed by Amundi Pioneer managed by Amundi Pioneer approximately 90%-95% of and approximately 28% of and approximately 25% and approximately 27% of the fund's total assets will be the fund's total assets was of the fund's total assets was the fund's total assets was invested in underlying funds invested in underlying funds invested in underlying funds invested in underlying funds managed by Amundi managed by an adviser not managed by an adviser not managed by an adviser not Pioneer, and approximately associated with Amundi associated with Amundi associated with Amundi 5%-10% of the fund's total Pioneer, including Pioneer, including Pioneer, including assets will be invested in exchange-traded funds. exchange-traded funds. exchange-traded funds. underlying funds managed by an adviser not associated with Amundi Pioneer, including exchange-traded funds. The fund's allocations among underlying funds, including funds managed by Amundi Pioneer, will change from time to time in response to strategic and tactical considerations. There is no maximum or minimum allocation that the fund must have to underlying funds managed by Amundi Pioneer.
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Pioneer Solutions -- Balanced Fund Pioneer Solutions -- Pioneer Solutions -- Pioneer Solutions -- (Combined Fund, Conservative Fund Growth Fund Balanced Fund Post-Reorganization) ------------------------------------------------------------------------------------------------------------------------------- The fund may also invest in securities of unaffiliated mutual funds or exchange-traded funds ("ETFs") when the desired economic exposure to a particular asset category or investment strategy is not available through a Pioneer fund. ------------------------------------------------------------------------------------------------------------------------------- The fund allocates its assets among underlying funds with exposure to the broad asset classes of equity, fixed income and short-term (money market) investments. The fund also may invest in underlying funds with exposure to non-traditional -- so-called "alternative" -- asset classes such as real estate investment trusts ("REITs") or commodities, or that use alternative strategies, such as market neutral strategies (strategies that seek to achieve positive returns while attempting to limit general market exposure) or relative value strategies (strategies that seek to identify securities that are undervalued relative to each other or historical norms). ------------------------------------------------------------------------------------------------------------------------------- The fund does not have target ranges for the allocation of assets among asset classes or individual underlying funds. Accordingly, the fund's exposure to different asset classes and allocations among underlying funds will change from time to time in response to broad economic and market factors, as well as strategic and tactical considerations. There is no maximum or minimum exposure that the fund must have to any asset class. The equity securities to which the fund may have exposure may be of any market capitalization. The fixed income securities to which the fund may have exposure may be of any maturity and of any credit quality, including high yield or "junk" bonds. ------------------------------------------------------------------------------------------------------------------------------- At July 31, 2017, At July 31, 2017, At July 31, 2017, It is currently anticipated approximately 75% of the approximately 15% of the approximately 42% of the that, following the fund's total assets was fund's total assets was fund's total assets was completion of the invested in fixed income invested in fixed income invested in fixed income Reorganizations, initially, the underlying funds, underlying funds, underlying funds, combined fund's exposure to approximately 13% of the approximately 47% of the approximately 35% of the different asset classes will fund's total assets was fund's total assets was fund's total assets was most closely resemble the invested in international invested in international invested in international Acquiring Fund's exposure to equity underlying funds, equity underlying funds, equity underlying funds, different asset classes prior approximately 8% of the approximately 34% of the approximately 18% of the to the Reorganizations. As fund's total assets was fund's total assets was fund's total assets was noted above, the fund's invested in U.S. equity invested in U.S. equity invested in U.S. equity exposure to different asset funds, and approximately funds, and approximately funds, and approximately classes and allocations 4% of the fund's total 4% of the fund's total 4% of the fund's total among underlying funds will assets was invested assets was invested assets was invested change from time to time in directly in fixed directly in fixed directly in fixed response to broad economic income obligations. income obligations. income obligations. and market factors, as well as strategic and tactical considerations. There is no maximum or minimum exposure that the fund must have to any asset class. ------------------------------------------------------------------------------------------------------------------------------- Amundi Pioneer selects investments it believes will perform well over time while Following the completion of maintaining a level of volatility (the variability of returns from one period to the next) the Reorganizations, Amundi corresponding to its risk/return profile, targeting an annualized volatility level for each Pioneer will not seek to fund as follows: maintain a target annualized volatility level for the combined fund. ------------------------------------------------------------------------------------------------------------------------------- Annualized Volatility Level: Annualized Volatility Level: Annualized Volatility Level: Approximately 3% - 7.5% Approximately 10% - 18% Approximately 6% - 12.5% ------------------------------------------------------------------------------------------------------------------------------- Due to market conditions and other factors, the actual or realized volatility of the fund for any particular period of time may be materially higher or lower than the target level. The fund's volatility results from rapid and dramatic price swings of securities held by the underlying funds in which the fund invests. Higher volatility generally indicates higher risk.
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Pioneer Solutions -- Balanced Fund Pioneer Solutions -- Pioneer Solutions -- Pioneer Solutions -- (Combined Fund, Conservative Fund Growth Fund Balanced Fund Post-Reorganization) -------------------------------------------------------------------------------------------------------------------------------- Amundi Pioneer allocates the fund's assets among underlying funds and other investments based on strategic positioning and tactical considerations, taking into account both broad economic and market factors and factors specific to particular investments. Amundi Pioneer allocates the fund's investments in the underlying funds based on an evaluation of three components: strategic asset allocation (generally, the weighting of allocations among broad asset classes to capture market returns), tactical asset allocation (generally, the weighting of allocations to various sub-categories within broad asset classes to add value relative to the general strategic allocations) and fund selection. Amundi Pioneer's analysis in selecting underlying funds includes an assessment of the fund's historical relative and absolute performance, volatility and other risk characteristics, and correlation with other funds and benchmarks. Amundi Pioneer considers the relative return potential of investments in view of their expected relative risk, including potential volatility and drawdown risk (the risk of significant loss, measured from peak value) among other risks. Amundi Pioneer also analyzes the fund's investment strategies, investment process and portfolio management team. The goal of this process is to identify a combination of investments with the potential to provide total return consistent with the fund's overall risk/return profile. -------------------------------------------------------------------------------------------------------------------------------- As part of its overall strategy, the fund may use derivatives, including futures, options, The fund may use forward foreign currency exchange contracts and swaps. The fund may use derivatives derivatives for a variety of in an effort to limit the effects of volatility or severe market events on the fund, to seek purposes, including: in an incremental return, and for a variety of other hedging and non-hedging purposes. attempt to hedge against The fund also may use derivatives strategies designed to isolate sources of return adverse changes in the associated with specific investment opportunities that are not correlated to the general market price of securities, market environment. Investment opportunities may relate, for example, to the relative interest rates or currency value or credit quality of individual instruments, issuers, industries or sectors, capital exchange rates; and to or investment structures relating to issuers or sectors, the structure (yield curve) or attempt to increase the direction of prevailing interest rates, the movement of global currency exchange rates, fund's return, and for a and the expected price convergence of different instruments. These strategies often variety of other hedging and entail two or more simultaneous derivatives positions (one long and one short) non-hedging purposes. structured in an effort to reduce some risks while isolating a potential source of In addition, certain return. The fund may invest in derivative instruments to the full extent permitted by underlying funds may use applicable legal and regulatory requirements. derivatives, including In addition, certain underlying funds may use derivatives. futures, options, forward foreign currency exchange contracts and swaps. It is currently anticipated that, following the completion of the Reorganizations, the combined fund will not generally use derivative strategies to the same extent as the Acquired Funds or the Acquiring Fund, pre- Reorganizations.
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Pioneer Solutions -- Balanced Fund Pioneer Solutions -- Pioneer Solutions -- Pioneer Solutions -- (Combined Fund, Conservative Fund Growth Fund Balanced Fund Post-Reorganization) ------------------------------------------------------------------------------------------------------------------------------------ Investments typically are sold -- and derivatives-based strategies unwound -- when Amundi Investments typically are Pioneer's overall assessment of market and economic conditions changes or the sold when Amundi Pioneer's assessments of the attributes of specific investments change. overall assessment of market and economic conditions changes or the assessments of the attributes of specific investments change. ------------------------------------------------------------------------------------------------------------------------------------ Portfolio The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). Turnover A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. ------------------------------------------------------------------------------------------------------------------------------------ During the fiscal year ended During the fiscal year ended During the fiscal year ended July 31, 2017, the fund's July 31, 2017, the fund's July 31, 2017, the fund's portfolio turnover rate was portfolio turnover rate was portfolio turnover rate was 31% of the average value 26% of the average value 27% of the average value of its portfolio. of its portfolio. of its portfolio. ------------------------------------------------------------------------------------------------------------------------------------ Investment Amundi Pioneer Asset Management, Inc. Adviser ------------------------------------------------------------------------------------------------------------------------------------ Portfolio John O'Toole, Head of Multi-Asset Fund Solutions at Amundi Pioneer (portfolio manager Kenneth J. Taubes, Executive Management of the fund since November 2014); Paul Weber, Head of Fund Research and Manager Vice President and Chief Selection within the Multi-Asset Fund Solutions team at Amundi Pioneer (portfolio Investment Officer, U.S. of manager of the fund since November 2014); and Salvatore Buono, Head of Strategy Amundi Pioneer (portfolio Alignment and Structured Products within the Multi-Asset Fund Solutions team at manager of the fund since Amundi Pioneer (portfolio manager of the fund since November 2014). January 2018); and Marco Pirondini, Executive Vice President and Head of U.S. Equities U.S. at Amundi Pioneer (portfolio manager of the fund since January 2018). ------------------------------------------------------------------------------------------------------------------------------------ Fiscal July 31 Year End ------------------------------------------------------------------------------------------------------------------------------------ Business A series of Pioneer Asset Allocation Trust, an open-end management investment company organized as a Delaware statutory trust. ------------------------------------------------------------------------------------------------------------------------------------ Net Assets $57.3 million $306.7 million $164.5 million $528.5 million (as of (Assuming completion 7/31/17) of each Reorganization) (audited)
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PRINCIPAL INVESTMENTS Pioneer Solutions -- Balanced Fund Pioneer Solutions -- Pioneer Solutions -- Pioneer Solutions -- (Combined Fund, Conservative Fund Growth Fund Balanced Fund Post-Reorganization) ------------------------------------------------------------------------------------------------------------------------------------ Investments in Equity Securities Equity The fund may invest in equity securities. Equity securities in which the fund invests include common stocks and Securities securities with common stock characteristics, such as ETFs that invest primarily in equity securities, depositary receipts, warrants, rights, equity interests in REITs and preferred stocks. ------------------------------------------------------------------------------------------------------------------------------------ Investments REITs are companies that invest primarily in income producing real estate or real estate related loans or interests. in REITs Some REITs invest directly in real estate and derive their income from the collection of rents and capital gains on the sale of proper ties. Other REITs invest primarily in mortgages, including "sub-prime" mortgages, secured by real estate and derive their income from collection of interest. ------------------------------------------------------------------------------------------------------------------------------------ Investments in Fixed Income Securities Debt The fund may invest in debt securities. Debt securities in which the fund invests include U.S. government securities, Securities debt securities of corporate and other issuers, mortgage- and asset-backed securities and short-term debt securities. The fund may acquire debt securities that are investment grade and 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. ------------------------------------------------------------------------------------------------------------------------------------ U.S. The fund may invest in U.S. government securities. U.S. government securities are obligations of, or guaranteed by, the Government U.S. government, its agencies or government-sponsored entities. U.S. government securities include obligations: directly Securities issued by or supported by the full faith and credit of the U.S. government, like Treasury bills, notes and bonds and Government National Mortgage Association ("GNMA") certificates; supported by the right of the issuer to borrow from the U.S. Treasury, like those of the Federal Home Loan Banks ("FHLBs"); supported by the discretionary authority of the U.S. government to purchase the agency's securities like those of the Federal National Mortgage Association ("FNMA"); or supported only by the credit of the issuer itself, like the Tennessee Valley Authority. U.S. government securities include issues by non-governmental entities (like financial institutions) that carry direct guarantees from U.S. government agencies as part of government initiatives in response to the market crisis or otherwise. U.S. government securities include zero coupon securities that make payments of interest and principal only upon maturity and which therefore tend to be subject to greater volatility than interest bearing securities with comparable maturities. Although the U.S. government guarantees principal and interest payments on securities issued by the U.S. government and some of its agencies, such as securities issued by GNMA, this guarantee does not apply to losses resulting from declines in the market value of these securities. Some of the U.S. government securities that the fund may hold are not guaranteed or backed by the full faith and credit of the U.S. government, such as those issued by FNMA and Federal Home Loan Mortgage Corporation ("FHLMC"). ------------------------------------------------------------------------------------------------------------------------------------ Mortgage- The fund may invest in mortgage-backed securities. Mortgage-backed securities may be issued by private issuers, by Backed government-sponsored entities such as FNMA or FHLMC or by agencies of the U.S. government, such as GNMA. Securities Mortgage-backed securities represent direct or indirect participation in, or are collateralized by and payable from, mortgage loans secured by real property. The fund's investments in mortgage-related securities may include mortgage derivatives and structured securities. The fund may invest in collateralized mortgage obligations ("CMOs"). A CMO is a mortgage-backed bond that is issued in multiple classes, each with a specified fixed or floating interest rate and a final scheduled distribution date. The holder of an interest in a CMO is entitled to receive specified cash flows from a pool of underlying mortgages or other mortgage-backed securities. Depending upon the class of CMO purchased, the holder may be entitled to payment before the cash flow from the pool is used to pay holders of other classes of the CMO or, alternatively, the holder may be paid only to the extent that there is cash remaining after the cash flow has been used to pay other classes. A subordinated interest may serve as a credit support for the senior securities purchased by other investors.
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PRINCIPAL INVESTMENTS Pioneer Solutions -- Balanced Fund Pioneer Solutions -- Pioneer Solutions -- Pioneer Solutions -- (Combined Fund, Conservative Fund Growth Fund Balanced Fund Post-Reorganization) ------------------------------------------------------------------------------------------------------------------------------------ Asset-Backed The fund may invest in asset-backed securities. Asset-backed securities represent participations in, or are secured by Securities and payable from, assets such as installment sales or loan contracts, leases, credit card receivables and other categories of receivables. The fund's investments in asset-backed securities may include derivative and structured securities. The fund may invest in asset-backed securities issued by special entities, such as trusts, that are backed by a pool of financial assets. The fund may invest in collateralized debt obligations ("CDOs"), which include collateralized bond obligations ("CBOs"), collateralized loan obligations ("CLOs") and other similarly structured securities. A CDO is a trust backed by a pool of fixed income securities. The trust typically is split into two or more portions, called tranches, which vary in credit quality, yield, credit support and right to repayment of principal and interest. Lower tranches pay higher interest rates but represent lower degrees of credit quality and are more sensitive to the rate of defaults in the pool of obligations. Certain CDOs may use derivatives, such as credit default swaps, to create synthetic exposure to assets rather than holding such assets directly. ------------------------------------------------------------------------------------------------------------------------------------ Event-Linked The fund may invest in "event-linked" bonds, which sometimes are referred to as "insurance-linked" or "catastrophe" Bond and bonds. Event-linked bonds are debt obligations for which the return of principal and the payment of interest are other contingent on the non-occurrence of a pre-defined "trigger" event, such as a hurricane or an earthquake of a specific Insurance- magnitude or other event that leads to physical or economic loss. For some event-linked bonds, the trigger event's Linked magnitude may be based on losses to a company or industry, industry indexes or readings of scientific instruments Securities rather than specified actual losses. The fund is entitled to receive principal and interest payments so long as no trigger event occurs of the description and magnitude specified by the instrument. Event-linked bonds may be issued by government agencies, insurance companies, reinsurers, special purpose corporations or other on-shore or off-shore entities. The fund may invest in interests in pooled entities that invest primarily in event-linked bonds. Event-linked bonds are typically rated below investment grade or may be unrated. The rating for an event-linked bond primarily reflects the rating agency's calculated probability that a pre-defined trigger event will occur, which will cause a loss of principal. This rating may also assess the credit risk of the bond's collateral pool, if any, and the reliability of the model used to calculate the probability of a trigger event. In addition to event-linked bonds, the fund may also invest in other insurance-linked securities, including structured reinsurance instruments such as quota share instruments (a form of proportional reinsurance whereby an investor participates in the premiums and losses of a reinsurer's portfolio of catastrophe-oriented policies, sometimes referred to as "reinsurance sidecars") and collateralized reinsurance investments, industry loss warranties, and other insurance- and reinsurance-related securities. Quota share instruments and other structured reinsurance instruments generally will be considered illiquid securities by the fund. ------------------------------------------------------------------------------------------------------------------------------------ Floating Floating rate investments are securities and other instruments with interest rates that adjust or "float" periodically Rate based on a specified interest rate or other reference and include floating rate loans, repurchase agreements, money Investments market securities and shares of money market and short-term bond funds. Floating rate loans are provided by banks and other financial institutions to large corporate customers in connection with recapitalizations, acquisitions, and refinancings. These loans are generally acquired as a participation interest in, or assignment of, loans originated by a lender or other financial institution. These loans are rated below investment grade. The rates of interest on the loans typically adjust periodically by reference to a base lending rate, such as the London Interbank Offered Rate ("LIBOR"), a designated U.S. bank's prime or base rate or the overnight federal funds rate, plus a premium. Some loans reset on set dates, typically every 30 to 90 days, but not to exceed one year. Other loans reset periodically when the underlying rate resets. In most instances, the fund's investments in floating rate loans hold a senior position in the capital structure of the borrower. Having a senior position means that, if the borrower becomes insolvent, senior debtholders, like the fund, will be paid before subordinated debtholders and stockholders of the borrower. Senior loans typically are secured by specific collateral. Floating rate loans typically are structured and administered by a financial institution that acts as an agent for the holders of the loan. Loans can be acquired directly through the agent, by assignment from another holder of the loan, or as a participation interest in the loan. When the fund is a direct investor in a loan, the fund may have the ability to influence the terms of the loan, although the fund does not act as the sole negotiator or originator of the loan. Participation interests are fractional interests in a loan issued by a lender or other financial institution. When the fund invests in a loan participation, the fund does not have a direct claim against the borrower and must rely upon an intermediate participant to enforce any rights against the borrower.
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PRINCIPAL INVESTMENTS Pioneer Solutions -- Balanced Fund Pioneer Solutions -- Pioneer Solutions -- Pioneer Solutions -- (Combined Fund, Conservative Fund Growth Fund Balanced Fund Post-Reorganization) ------------------------------------------------------------------------------------------------------------------------------------ Subordinated The fund may invest in securities that are subordinated or "junior" to more senior securities of the issuer. The Securities investor in a subordinated security of an issuer is entitled to payment after other holders of debt in that issuer. ------------------------------------------------------------------------------------------------------------------------------------ Investment A debt security is considered investment grade if it is: Grade -- Rated BBB or higher at the time of purchase by Standard & Poor's Financial Services LLC; Securities -- Rated the equivalent rating by a nationally recognized statistical rating organization; or -- Determined to be of equivalent credit quality by Amundi Pioneer Securities in the lowest category of investment grade (i.e., BBB) are considered to have speculative characteristics. An investor can still lose significant amounts when investing in investment grade securities. ------------------------------------------------------------------------------------------------------------------------------------ Below The fund may invest in debt securities rated below investment grade or, if unrated, of equivalent quality as Investment determined by Amundi Pioneer. A debt security is below investment grade if it is rated BB or lower by Standard & Grade Poor's Financial Services LLC or the equivalent rating by another nationally recognized statistical rating Securities organization or determined to be of equivalent credit quality by Amundi Pioneer. Debt securities rated below ("Junk investment grade are commonly referred to as "junk bonds" and are considered speculative. Below investment grade debt Bonds") securities involve greater risk of loss, are subject to greater price volatility and are less liquid, especially during periods of economic uncertainty or change, than higher quality debt securities. Below investment grade securities also may be more difficult to value. ------------------------------------------------------------------------------------------------------------------------------------ Debt For purposes of the fund's credit quality policies, if a security receives different ratings from nationally Rating recognized statistical rating organizations, the fund will use the rating chosen by the portfolio manager as most Considerations 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 under take to rate and may not accurately describe the risks of the securities. A rating organization may have a conflict of interest with respect to a security for which it assigns a quality rating. In addition, there may be a delay between a change in the credit quality of a security or other asset and a change in the quality rating assigned to the security or other asset by a rating organization. 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 objectives and policies. These ratings are used as criteria for the selection of portfolio securities, in addition to Amundi Pioneer's own assessment of the credit quality of potential investments. ------------------------------------------------------------------------------------------------------------------------------------ Commodity- Commodities are assets that have tangible proper ties, such as oils, metals, and agricultural products. The fund may Related gain exposure to commodities through investment in funds, including ETFs, or through commodity-linked notes and other Investments commodity-linked derivatives. The fund also may invest in securities of issuers in commodity-related industries. ------------------------------------------------------------------------------------------------------------------------------------ Equity and Fixed Income Investments Non-U.S. The fund may invest in securities of non-U.S. issuers, including securities of emerging markets issuers. Non-U.S. Investments issuersare 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 markets, and emerging market governmental issuers. ------------------------------------------------------------------------------------------------------------------------------------ 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. The fund also may enter into credit default swaps, which can be used to acquire or to transfer the credit risk of a security or index of securities without buying or selling the security or securities comprising the relevant index. 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, exposure to various market segments) -- 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.
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PRINCIPAL INVESTMENTS Pioneer Solutions -- Balanced Fund Pioneer Solutions -- Pioneer Solutions -- Pioneer Solutions -- (Combined Fund, Conservative Fund Growth Fund Balanced Fund Post-Reorganization) ------------------------------------------------------------------------------------------------------------------------------------ Inverse The fund may invest in inverse floating rate obligations (a type of derivative instrument). The interest rate on inverse Floating floating rate obligations will generally decrease as short-term interest rates increase, and increase as short-term Rate rates decrease. Due to their leveraged structure, the sensitivity of the market value of an inverse floating rate Obligations obligation to changes in interest rates is generally greater than a comparable long-term bond issued by the same issuer and with similar credit quality, redemption and maturity provisions. Inverse floating rate obligations may be volatile and involve leverage risk. ------------------------------------------------------------------------------------------------------------------------------------ Cash Normally, the fund invests substantially all of its assets to meet its investment objectives. The fund may invest the Management remainder of its assets in securities with remaining maturities of less than one year or cash equivalents, or may hold and cash. For temporary defensive purposes, including during periods of unusual cash flows, the fund may depart from its Temporary principal investment strategies and invest part or all of its assets in these securities or may hold cash. The fund may Investments 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. ------------------------------------------------------------------------------------------------------------------------------------ Repurchase In a repurchase agreement, the fund purchases securities from a broker/dealer or a bank, called the counterparty, upon Agreements the agreement of the counterparty to repurchase the securities from the fund at a later date, and at a specified price, which is typically higher than the purchase price paid by the fund. The securities purchased serve as the fund's collateral for the obligation of the counterparty to repurchase the securities. If the counterparty does not repurchase the securities, the fund is entitled to sell the securities, but the fund may not be able to sell them for the price at which they were purchased, thus causing a loss. Additionally, if the counterparty becomes insolvent, there is some risk that the fund will not have a right to the securities, or the immediate right to sell the securities. ------------------------------------------------------------------------------------------------------------------------------------ Reverse The fund may enter into reverse repurchase agreements pursuant to which the fund transfers securities to a counterparty Repurchase in return for cash, and the fund agrees to repurchase the securities at a later date and for a higher price. Reverse Agreements repurchase agreements are treated as borrowings by the fund, are a form of leverage and may make the value of an and investment in the fund more volatile and increase the risks of investing in the fund. The fund also may borrow money Borrowing from banks or other lenders for temporary purposes. The fund may borrow up to 33 1/3% of its total assets. Entering 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 The fund usually does not trade for short-term profits. The fund will sell an investment, however, even if it has only Trading 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. A higher level of portfolio turnover may also cause taxable shareowners to incur a higher level of taxable income or capital gains. ------------------------------------------------------------------------------------------------------------------------------------ Fundamental The funds' fundamental investment policies are the same in all material respects. Investment Policies ------------------------------------------------------------------------------------------------------------------------------------
Comparison of Principal Risks The following describe the common risks of investing in an Acquired Fund and the Acquiring Fund. 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 objectives. 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. In the past several years, financial markets, such as those in the United States, Europe, Asia and elsewhere, have experienced increased volatility, depressed valuations, decreased liquidity and heightened uncertainty. 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; measures to address U.S. federal and state budget deficits; downgrading of U.S. long-term sovereign debt; declines in oil and commodity prices; dramatic changes in currency exchange rates; and public sentiment. The U.S. government and the Federal Reserve, as well as certain foreign governments and their central banks, have taken steps to support financial markets. This and other government intervention may not work as intended, particularly if the efforts are perceived by investors as being unlikely to achieve the desired results. The Federal Reserve has reduced its market support activities and has begun raising interest rates. Certain foreign governments and central banks are implementing or discussing so-called negative interest rates (e.g., charging depositors who keep their cash at a bank) to spur economic growth. Further Federal Reserve or other U.S. or non-U.S. governmental or central bank actions, including interest rate increases or contrary actions by 14 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 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 located in or with significant exposure to the countries directly affected, the value and liquidity of the fund's investments may be negatively affected. The fund may experience a substantial or complete loss on any individual security or derivative position. Risk of investment in other funds. Investing in other investment companies, including ETFs, subjects the fund to the risks of investing in the underlying securities or assets held by those funds. Each underlying fund pursues its own investment objectives and strategies and may not achieve its objectives. When investing in another fund, the fund will bear a pro rata portion of the underlying fund's expenses, in addition to its own expenses. Consequently, an investment in the fund entails more direct and indirect expenses than a direct investment in the underlying funds. Underlying funds may themselves invest in other investment companies. The adviser may be subject to potential conflicts of interest in selecting underlying funds because the management fees paid to it by some affiliated underlying funds are higher than the fees paid by other affiliated and unaffiliated underlying funds. 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. Mutual funds and ETFs that invest in commodities may be subject to regulatory trading limits that could affect the value of their securities. The underlying funds will not necessarily make consistent investment decisions, which may also increase your costs. One underlying fund may buy the same security that another underlying fund is selling. You would indirectly bear the costs of both trades without achieving any investment purpose. These transactions may also generate taxable gains. If you are a taxable shareholder, you may receive taxable distributions consisting of gains from transactions by the underlying funds as well as gains from the fund's transactions in shares of the underlying funds. Furthermore, Amundi Pioneer manages many of the underlying funds. Because the portfolio management teams of each of the affiliated underlying funds may draw upon the resources of the same equity and fixed income analyst team or may share common investment management styles or approaches, the underlying funds may hold many common portfolio positions, reducing the diversification benefits of an asset allocation style. Portfolio selection risk. The adviser's evaluation of asset classes and market sectors in developing an allocation model, and its selection and weighting of underlying funds, securities or other investments within the allocation model, may prove to be incorrect. To the extent that the fund invests a significant percentage of its assets in any one underlying fund, the fund will be subject to a greater degree to the risks particular to that underlying fund, and may experience greater volatility as a result. An underlying fund adviser's judgment about the attractiveness, relative value or potential appreciation of an equity security, or about the quality, relative yield or relative value of a fixed income security, or about a particular sector, region or market segment, or about an investment strategy, or about interest rates, may prove to be incorrect. 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. For example, 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. Equity securities risk. Equity securities are subject to the risk that stock prices may rise and fall in periodic cycles and may perform poorly relative to other investments. This risk may be greater in the short term. Equity securities represent an ownership interest in an issuer, rank junior in a company's capital structure to debt securities and consequently may entail greater risk of loss than fixed income securities. Following is additional information regarding the risks of investing in equity securities. 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. Growth style risk. The fund's investments may not have the growth potential originally expected. Growth stocks may fall out of favor with investors and underperform the overall equity market. 15 Small and mid-size companies risk. Compared to large companies, small- and 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, have limited liquidity, be harder to value or to sell at the times and prices the adviser thinks appropriate, and offer greater potential for gain and loss. 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 proper ties 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 proper ties. Equity REITs will be affected by conditions in the real estate rental market and by changes in the value of the proper ties 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 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. 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 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. 16 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 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. The 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. 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. 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. 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. Interest rate risk. The market prices of securities may fluctuate significantly when interest rates change. When interest rates rise, the value of fixed income securities and therefore the value of your investment in the fund, generally falls. For example, if interest rates increase by 1%, the value of a fund's portfolio with a portfolio duration of ten years would be expected to decrease by 10%, all other things being equal. Interest rates have been historically low, so the fund faces a heightened risk that interest rates may rise. A general rise in interest rates may cause investors to move out of fixed income securities on a large scale, which could adversely affect the price and liquidity of fixed income securities and could also result in increased redemptions from the fund. A change in interest rates will not have the same impact on all fixed income securities. Generally, the longer the maturity or duration of a fixed income security, the greater the impact of a rise in interest rates on the security's value. The maturity of a security may be significantly longer than its effective duration. A security's maturity may be more relevant than its effective duration in determining the security's sensitivity to other factors such as changes in credit quality or in the yield premium that the market may establish for certain types of securities. Calculations of duration and maturity may be based on estimates and may not reliably predict a security's price sensitivity to changes in interest rates. Moreover, securities can change in value in response to other factors, such as credit risk. In addition, different interest rate measures (such as short- and long-term interest rates and U.S. and foreign interest rates), or interest rates on different types of securities or securities of different issuers, may not necessarily change in the same amount or in the same direction. When interest rates go down, the income received by the fund, and the fund's yield, may decline. Also, when interest rates decline, investments made by the fund may pay a lower interest rate, which would reduce the income received and distributed by the fund. 17 Certain fixed income securities pay interest at variable or floating rates. Variable rate securities tend to reset at specified intervals, while floating rate securities may reset whenever there is a change in a specified index rate. In most cases, these reset provisions reduce the impact of changes in market interest rates on the value of the security. However, some securities do not track the underlying index directly, but reset based on formulas that may produce a leveraging effect; others may also provide for interest payments that vary inversely with market rates. The market prices of these securities may fluctuate significantly when interest rates change. Yield generated by the fund may decline due to a decrease in market interest rates. Credit risk. If an obligor (such as the issuer itself or a party offering credit enhancement) for a security held by the fund fails to pay, otherwise defaults, is perceived to be less creditworthy, becomes insolvent or files for bankruptcy, a security's credit rating is downgraded or the credit quality or value of an underlying asset declines, the value of your investment could decline. If the fund enters into financial contracts (such as certain derivatives, repurchase agreements, reverse repurchase agreements, and when-issued, delayed delivery and forward commitment transactions), the fund will be subject to the credit risk presented by the counterparty. In addition, the fund may incur expenses in an effort to protect the fund's interests or to enforce its rights. Credit risk is broadly gauged by the credit ratings of the securities in which the fund invests. However, ratings are only the opinions of the companies issuing them and are not guarantees as to quality. Securities rated in the lowest category of investment grade (Baa/BBB) may possess certain speculative characteristics. Prepayment or call risk. Many fixed income securities give the issuer the option to prepay or call the security prior to its maturity date. Issuers often exercise this right when interest rates fall. Accordingly, if the fund holds a fixed income security that can be prepaid or called prior to its maturity date, it will not benefit fully from the increase in value that other fixed income securities generally experience when interest rates fall. Upon prepayment of the security, the fund also would be forced to reinvest the proceeds at then current yields, which would be lower than the yield of the security that was prepaid or called. In addition, if the fund purchases a fixed income security at a premium (at a price that exceeds its stated par or principal value), the fund may lose the amount of the premium paid in the event of prepayment. Extension risk. During periods of rising interest rates, the average life of certain types of securities may be extended because of slower than expected principal payments. This may lock in a below market interest rate, increase the security's duration (the estimated period until the security is paid in full) and reduce the value of the security. To the extent the fund invests significantly in mortgage-related and asset-backed securities, its exposure to extension risks may be greater than if it invested in other fixed income securities. 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. Markets may become illiquid when, for instance, there are few, if any, interested buyers and sellers or when dealers are unwilling to make a market for certain securities or when dealer market-making capacity is otherwise reduced, and this is more likely to occur as a result of the reduction of market support activity by the Federal Reserve. A lack of liquidity or other adverse credit market conditions may affect the fund's ability to sell the securities in which it invests or to find and purchase suitable investments. These illiquid investments may also be difficult to value, especially in changing markets. If the fund is forced to sell or unwind an illiquid investment to meet redemption requests 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. Further, certain securities, once sold, may not settle for an extended period (for example, several weeks or even longer). The fund will not receive its sales proceeds until that time, which may constrain the fund's ability to meet its obligations (including obligations to redeeming shareholders). Liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed income mutual funds may be higher than normal. If an auction fails for an auction rate security, there may be no secondary market for the security and the fund may be forced to hold the security until the security is refinanced by the issuer or a secondary market develops. To the extent the fund holds a material percentage of the outstanding debt securities of an issuer, this practice may impact adversely the liquidity and market value of those investments. U.S. treasury obligations risk. The market value of direct obligations of the U.S. Treasury may vary due to changes in interest rates. In addition, changes to the financial condition or credit rating of the U.S. government may cause the value of the fund's investments in obligations issued by the U.S. Treasury to decline. U.S. government agency obligations risk. The fund invests in obligations issued by agencies and instrumentalities of the U.S. government. Government-sponsored entities such as FNMA, FHLMC and the FHLBs, although chartered or sponsored by Congress, are not funded by congressional appropriations and the debt and mortgage-backed securities issued by them are neither guaranteed 18 nor issued by the U.S. government. The maximum potential liability of the issuers of some U.S. government obligations may greatly exceed their current resources, including any legal right to support from the U.S. government. Such debt and mortgage-backed securities are subject to the risk of default on the payment of interest and/or principal, similar to debt of private issuers. Although the U.S. government has provided financial support to FNMA and FHLMC in the past, there can be no assurance that it will support these or other government-sponsored entities in the future. Mortgage-related and asset-backed securities risk. The repayment of certain mortgage-backed and asset-backed securities depends primarily on the cash collections received from the issuer's underlying asset portfolio and, in certain cases, the issuer's ability to issue replacement securities. As a result, there could be losses to the fund in the event of credit or market value deterioration in the issuer's underlying portfolio, mismatches in the timing of the cash flows of the underlying asset interests and the repayment obligations of maturing securities, or the issuer's inability to issue new or replacement securities. Mortgage-backed securities tend to be more sensitive to changes in interest rate than other types of debt securities. These securities are also subject to prepayment and extension risks. Upon the occurrence of certain triggering events or defaults, the fund may become the holder of underlying assets at a time when those assets may be difficult to sell or may be sold only at a loss. In the event of a default, the value of the underlying collateral may be insufficient to pay certain expenses, such as litigation and foreclosure expenses, and inadequate to pay any principal or unpaid interest. Privately issued mortgage-backed and asset-backed securities are not traded on an exchange and may have a limited market. Without an active trading market, these securities may be particularly difficult to value given the complexities in valuing the underlying collateral. Certain mortgage-backed and asset-backed securities may pay principal only at maturity or may represent only the right to receive payments of principal or interest on the underlying obligations, but not both. The value of these types of instruments may change more drastically than debt securities that pay both principal and interest during periods of changing interest rates. Principal only instruments generally increase in value if interest rates decline, but are also subject to the risk of prepayment. Interest only instruments generally increase in value in a rising interest rate environment when fewer of the underlying obligations are prepaid. Interest only instruments could lose their entire value in a declining interest rate environment if the underlying obligations are prepaid. Unlike mortgage-related securities issued or guaranteed by the U.S. government or its agencies and instrumentalities, mortgage-related securities issued by private issuers do not have a government or government-sponsored entity guarantee (but may have other credit enhancement), and may, and frequently do, have less favorable collateral, credit risk or other characteristics. The fund may invest in other mortgage-related securities, including mortgage derivatives and structured securities. These securities typically are not secured by real proper ty. Because these securities have embedded leverage features, small changes in interest or prepayment rates may cause large and sudden price movements. These securities also can become illiquid and difficult to value in volatile or declining markets. Mortgage-backed securities are particularly susceptible to prepayment and extension risks, because prepayments on the underlying mortgages tend to increase when interest rates fall and decrease when interest rates rise. Prepayments may also occur on a scheduled basis or due to foreclosure. When market interest rates increase, mortgage refinancings and prepayments slow, which lengthens the effective duration of these securities. As a result, the negative effect of the interest rate increase on the market value of mortgage-backed securities is usually more pronounced than it is for other types of fixed income securities, potentially increasing the volatility of the fund. Conversely, when market interest rates decline, while the value of mortgage-backed securities may increase, the rates of prepayment of the underlying mortgages tend to increase, which shortens the effective duration of these securities. Mortgage-backed securities are also subject to the risk that the underlying borrowers will be unable to meet their obligations. At times, some of the mortgage-backed securities in which the fund may invest will have higher than market interest rates and therefore will be purchased at a premium above their par value. Prepayments may cause losses on securities purchased at a premium. The value of mortgage-backed and asset-backed securities may be affected by changes in credit quality or value of the mortgage loans or other assets that support the securities. In addition, for mortgage-backed securities, when market conditions result in an increase in the default rates on the underlying mortgages and the foreclosure values of the underlying real estate are below the outstanding amount of the underlying mortgages, collection of the full amount of accrued interest and principal on these investments may be less likely. The fund may invest in CMOs. Principal prepayments on the underlying mortgage loans may cause a CMO to be retired substantially earlier than its stated maturity or final distribution date. If there are defaults on the underlying mortgage loans, the fund will be less likely to receive payments of principal and interest, and will be more likely to suffer a loss. This risk may be increased to the extent the underlying mortgages include sub-prime mortgages. As market conditions change, and particularly during periods of rapid or 19 unanticipated changes in market interest rates, the attractiveness of a CMO class and the ability of the structure to provide the anticipated investment characteristics may be significantly reduced. Such changes can result in volatility in the market value, and in some instances reduced liquidity, of a CMO class. Asset-backed securities are structured like mortgage-backed securities and are subject to many of the same risks. The ability of an issuer of asset-backed securities to enforce its security interest in the underlying asset or to otherwise recover from the underlying obligor may be limited. Certain asset-backed securities present a heightened level of risk because, in the event of default, the liquidation value of the underlying assets may be inadequate to pay any unpaid principal or interest. Risks of instruments that allow for balloon payments or negative amortization payments. Certain debt instruments allow for balloon payments or negative amortization payments. Such instruments permit the borrower to avoid paying currently a portion of the interest accruing on the instrument. While these features make the debt instrument more affordable to the borrower in the near term, they increase the risk that the borrower will be unable to make the resulting higher payment or payments that become due at the maturity of the loan. High yield or "junk" bond risk. Debt securities that are below investment grade, called "junk bonds," are speculative, have a higher risk of default or are already in default, tend to be less liquid and are more difficult to value than higher grade securities and may involve major risk of exposure to adverse conditions and negative sentiments. These securities have a higher risk of issuer default because, among other reasons, issuers of junk bonds often have more debt in relation to total capitalization than issuers of investment grade securities. Junk bonds tend to be volatile and more susceptible to adverse events and negative sentiments. These risks are more pronounced for securities that are already in default. Changes in economic conditions or developments regarding the individual issuer are more likely to cause price volatility and weaken the capacity of such securities to make principal and interest payments than is the case for higher grade debt securities. The value of lower-quality debt securities often fluctuates in response to company, political, or economic developments and can decline significantly over short as well as long periods of time or during periods of general or regional economic difficulty. Junk bonds may also be less liquid than higher-rated securities, which means that the fund may have difficulty selling them at times, and it may have to apply a greater degree of judgment in establishing a price for purposes of valuing fund shares. Junk bonds generally are issued by less creditworthy issuers. Issuers of junk bonds may have a larger amount of outstanding debt relative to their assets than issuers of investment grade bonds. In the event of an issuer's bankruptcy, claims of other creditors may have priority over the claims of junk bond holders, leaving few or no assets available to repay junk bond holders. The fund may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting issuer. Junk bonds frequently have redemption features that permit an issuer to repurchase the security from the fund before it matures. If the issuer redeems junk bonds, the fund may have to invest the proceeds in bonds with lower yields and may lose income. Risks of investing in floating rate loans. Floating rate loans and similar investments may be illiquid or less liquid than other investments and difficult to value. The value of collateral, if any, securing a floating rate loan can decline or may be insufficient to meet the issuer's obligations or may be difficult to liquidate. In the event of a default, the fund may have difficulty collecting on any collateral and would not have the ability to collect on any collateral for an uncollateralized loan. Further, the fund's access to collateral, if any, may be limited by bankruptcy law. Market quotations for these securities may be volatile and/or subject to large spreads between bid and ask prices. No active trading market may exist for many floating rate loans, and many loans are subject to restrictions on resale. Any secondary market may be subject to irregular trading activity and extended trade settlement periods. In particular, loans may take longer than seven days to settle, potentially leading to the sale proceeds of loans not being available to meet redemptions for a substantial period of time after the sale of the loans. To the extent that sale proceeds of loans are not available, the fund may sell securities that have shorter settlement periods or may access other sources of liquidity to meet redemption requests. An economic downturn generally leads to a higher non-payment rate, and a loan may lose significant value before a default occurs. There is less readily available, reliable information about most floating rate loans than is the case for many other types of securities. Normally, Pioneer will seek to avoid receiving material, non-public information about the issuer of a loan either held by, or considered for investment by, the fund, and this decision could adversely affect the fund's investment performance. Loans may not be considered "securities," and purchasers, such as the fund, therefore may not be entitled to rely on the anti-fraud protections afforded by federal securities laws. Risks of investing in insurance-linked securities. The return of principal and the payment of interest on "event-linked" bonds and other insurance-linked securities are contingent on the non-occurrence of a pre-defined "trigger" event, such as a hurricane or an earthquake of a specific magnitude or other event that leads to physical or economic loss. If a trigger event, as defined within the terms of an event-linked bond, involves losses or other metrics exceeding a specific magnitude in the geographic region and time period specified, the fund may lose a portion or all of its accrued interest and/or principal invested in the event-linked bond. In addition to the specified trigger events, event-linked bonds may expose the fund to other risks, including but not limited to issuer 20 (credit) default, adverse regulatory or jurisdictional interpretations and adverse tax consequences. Event-linked bonds are also subject to the risk that the model used to calculate the probability of a trigger event was not accurate and underestimated the likelihood of a trigger event. Insurance-linked securities may provide for extensions of maturity in order to process and audit loss claims in those cases when a trigger event has, or possibly has, occurred. Upon the occurrence or possible occurrence of a trigger event, and until the completion of the processing and auditing of applicable loss claims, the fund's investment in an event-linked bond or other insurance-linked security may be priced using fair value methods. Lack of a liquid market may impose the risk of higher transaction costs and the possibility that the fund may be forced to liquidate positions when it would not be advantageous to do so. Certain insurance-linked securities represent interests in baskets of underlying reinsurance contracts. The fund has limited transparency into the individual contracts underlying such securities and therefore must rely on the risk assessment and sound underwriting practices of the issuer. Certain insurance-linked securities may be difficult to value. Risks of subordinated securities. A holder of securities that are subordinated or "junior" to more senior securities of an issuer is entitled to payment after holders of more senior securities of the issuer. Subordinated securities are more likely to suffer a credit loss than non-subordinated securities of the same issuer, any loss incurred by the subordinated securities is likely to be proportionately greater, and any recovery of interest or principal may take more time. As a result, even a perceived decline in creditworthiness of the issuer is likely to have a greater impact on subordinated securities. Inflation-linked security risk. Unlike a conventional bond, whose issuer makes regular fixed interest payments and repays the face value of the bond at maturity, an inflation-indexed security provides principal payments and interest payments, both of which are adjusted over time to reflect a rise (inflation) or a drop (deflation) in the general price level. The inflation index generally used is a non-seasonally adjusted index, which is not statistically smoothed to overcome highs and lows observed at different points each year. The use of a non-seasonally adjusted index can cause the fund's income level to fluctuate. As inflationary expectations increase, inflation-linked securities will become more attractive, because they protect future interest payments against inflation. Conversely, as inflationary concerns decrease, inflation-linked securities will become less attractive and less valuable. The inflation index used may not accurately measure the real rate of inflation. Inflation-linked securities may lose value or interest payments on such securities may decline in the event that the actual rate of inflation is different than the rate of the inflation index, and losses may exceed those experienced by other debt securities with similar durations. The values of inflation-linked securities may not be directly correlated to changes in interest rates, for example if interest rates rise for reasons other than inflation. Risks of zero-coupon bonds, payment in kind, deferred and contingent payment securities. Zero coupon bonds (which do not pay interest until maturity) and payment in kind securities (which pay interest in the form of additional securities) may be more speculative and may fluctuate more in value than securities which pay income periodically and in cash. These securities are more likely to respond to changes in interest rates than interest-bearing securities having similar maturities and credit quality. These securities are more sensitive to the credit quality of the underlying issuer. Payment in kind securities may be difficult to value because their continuing accruals require judgments about the collectability of the deferred payments and the value of any collateral. Deferred interest securities are obligations that generally provide for a period of delay before the regular payment of interest begins and are issued at a significant discount from face value. The interest rate on contingent payment securities is determined by the outcome of an event, such as the performance of a financial index. If the financial index does not increase by a prescribed amount, the fund may receive no interest. Unlike bonds that pay interest throughout the period to maturity, the fund generally will realize no cash until maturity and, if the issuer defaults, the fund may obtain no return at all on its investment. In addition, although the fund receives no periodic cash payments on such securities, the fund is deemed for tax purposes to receive income from such securities, which applicable tax rules require the fund to distribute to shareholders. Such distributions may be taxable when distributed to shareholders and, in addition, could reduce the fund's reserve position and require the fund to sell securities and incur a gain or loss at a time it may not otherwise want in order to provide the cash necessary for these distributions. 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 21 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 o Withholding and other non-U.S. taxes may decrease the fund's return. The 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. A number of countries in Europe have suffered terror attacks, and additional attacks may occur in the future. In addition, voters in the United Kingdom have approved withdrawal from the EU. 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 Additional risks of investing in emerging markets include: o The extent of economic development, political stability, market depth, infrastructure, capitalization and regulatory oversight can be less than in more developed markets o Emerging market countries may experience rising interest rates, or, more significantly, rapid inflation or hyperinflation o The fund could experience a loss from settlement and custody practices in some emerging markets o The possibility that a counterparty may not complete a currency or securities transaction o Low trading volumes may result in a lack of liquidity and in extreme price volatility o Current and any future sanctions or other government actions against Russia could negatively impact the fund's investments in securities issued by Russian issuers or economically tied to Russian markets o China and other developing market Asia-Pacific countries may be subject to considerable degrees of economic, political and social instability Currency risk. Because the fund may invest in non-U.S. currencies, securities denominated in non-U.S. currencies, and other currency-related investments, the fund is subject to currency risk, meaning that the fund could experience losses based on changes in the exchange rate between non-U.S. currencies and the U.S. dollar or as a result of currency conversion costs. Currency exchange rates can be volatile, and are affected by factors such as general economic conditions, the actions of the U.S. and foreign governments or central banks, the imposition of currency controls and speculation. Forward foreign currency transactions risk. To the extent that the fund enters into forward foreign currency transactions, it may not fully benefit from or may lose money on the transactions if changes in currency rates do not occur as anticipated or do not correspond accurately to changes in the value of the fund's holdings, or if the counterparty defaults. Such transactions may also prevent the 22 fund from realizing profits on favorable movements in exchange rates. Risk of counterparty default is greater for counterparties located in emerging markets. The fund's ability to use forward foreign currency transactions successfully depends on a number of factors, including the forward foreign currency transactions being available at prices that are not too costly, the availability of liquid markets, and Pioneer's judgment regarding the direction of changes in currency exchange rates. Commodity investments risk. Certain underlying funds may invest directly or indirectly in commodities. Exposure to the commodities markets may subject the fund to greater volatility than investments in other securities. The value of commodity-linked notes and other commodity-linked derivatives may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments. The prices of energy, industrial metals, precious metals, agriculture and livestock sector commodities may fluctuate widely and rapidly due to factors such as changes in value, supply and demand and governmental regulatory policies. Commodity-related investments may be more volatile and less liquid than the underlying commodities, instruments or measures, which may make it difficult for such investments to be sold at a price acceptable to the adviser or to accurately value them. Commodity-related investments are subject to the credit risks associated with the issuer, and their values may decline substantially if the issuer's creditworthiness deteriorates. As a result, returns of commodity-linked investments may deviate significantly from the return of the underlying commodity, instruments or measures. The portfolio may receive lower interest payments (or not receive any of the interest due) on an investment in a commodity-linked note if there is a loss of value of the underlying investment. Further, to the extent that the amount of principal to be repaid upon maturity is limited to the value of a particular commodity, commodity index or other economic variable, the portfolio might not receive a portion (or any) of the principal at maturity of the investment or upon earlier exchange. Derivatives risk. Using swaps, futures 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. Using 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. 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. The 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. Investments by the fund in structured securities, a type of derivative, raise certain tax, legal, regulatory and accounting issues that may not be presented by direct investments in securities. These issues could be resolved in a manner that could hurt the performance of the fund. Swap agreements and options to enter into swap agreements ("swaptions") tend to shift the fund's investment exposure from one type of investment to another. For example, the fund may enter into interest rate swaps, which involve the exchange of interest payments by the fund with another party, such as the exchange of floating rate payments for fixed interest payments with respect to a notional amount of principal. If an interest rate swap intended to be used as a hedge negates a favorable interest rate movement, the investment performance of the fund would be less than it would have been if the fund had not entered into the interest rate swap. 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. The ultimate impact of the regulations remains unclear. Additional regulation of derivatives may make derivatives more costly, may limit their availability or utility or otherwise adversely affect their performance, or may disrupt markets. The 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. In addition, the SEC has proposed a new rule that would change the regulation of the use of derivatives by registered investment companies, such as the fund. If the proposed rule takes effect, it could limit the ability of the fund to invest in derivatives. 23 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. Credit default swap risk. Credit default swap contracts, a type of derivative instrument, involve heightened risks and may result in losses to the fund. Credit default swaps may in some cases be illiquid and difficult to value, and they increase credit risk since the fund has exposure to both the issuer of the referenced obligation and the counterparty to the credit default swap. If the fund buys a credit default swap, it will be subject to the risk that the credit default swap may expire worthless, as the credit default swap would only generate income in the event of a default on the underlying debt security or other specified event. As a buyer, the fund would also be subject to credit risk relating to the seller's payment of its obligations in the event of a default (or similar event). If the fund sells a credit default swap, it will be exposed to the credit risk of the issuer of the obligation to which the credit default swap relates. As a seller, the fund would also be subject to leverage risk, because it would be liable for the full notional amount of the swap in the event of default (or similar event). Swaps may be difficult to unwind or terminate. Certain index-based credit default swaps are structured in tranches, whereby junior tranches assume greater default risk than senior tranches. The absence of a central exchange or market for swap transactions may lead, in some instances, to difficulties in trading and valuation, especially in the event of market disruptions. New regulations require many kinds of swaps to be executed through a centralized exchange or regulated facility and be cleared through a regulated clearinghouse. Although this clearing mechanism is generally expected to reduce counterparty credit risk, it may disrupt or limit the swap market and may not result in swaps being easier to trade or value. As swaps become more standardized, 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. In a cleared swap, a central clearing organization will be the counterparty to the transaction. The fund will assume the risk that the clearinghouse may be unable to perform its obligations. 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 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 new regulations may make using swaps more costly, may limit their availability, or may otherwise adversely affect their value or performance. Risks of investing in inverse floating rate obligations. The interest rate on inverse floating rate obligations will generally decrease as short-term interest rates increase, and increase as short-term rates decrease. Due to their leveraged structure, the sensitivity of the market value of an inverse floating rate obligation to changes in interest rates is generally greater than a comparable long-term bond issued by the same issuer and with similar credit quality, redemption and maturity provisions. Inverse floating rate obligations may be volatile and involve leverage risk. Short position risk. Taking short positions involves leverage of the fund's assets and presents various risks. If the price of the instrument or market on which the fund has taken a short position increases, then the fund will incur a loss. Because of leverage, taking short positions involves the risk that losses may be exaggerated, potentially more than the actual cost of the investment. Unlike purchasing a financial instrument like a stock, where potential losses are limited to the purchase price and there is no upside limit on potential gain, short sales involve no cap on maximum losses. Also, there is the risk that a counterparty may fail to perform the terms of the arrangement, causing a loss to the fund. In the short sale of an instrument, the fund must first borrow the instrument from a lender, such as a broker or other institution. The fund may not always be able to borrow the instrument at a particular time or at an acceptable price. Thus, there is risk that the fund may be unable to implement its investment strategy due to the lack of available financial instruments or for other reasons. 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. 24 Repurchase agreement risk. In the event that the other party to a repurchase agreement defaults on its obligations, the fund may encounter delay and incur costs before being able to sell the security. Such a delay may involve loss of interest or a decline in price of the security. In addition, if the fund is characterized by a court as an unsecured creditor, it would be at risk of losing some or all of the principal and interest involved in the transaction. 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 last valuation of the investment, and such differences could be significant, particularly for illiquid securities and 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. The 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. 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 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. Non-diversification risk. To the extent an underlying fund is not diversified, the underlying fund can invest a higher percentage of its assets in the securities of any one or more issuers than a diversified fund. Being non-diversified may magnify the fund's and the underlying fund's losses from adverse events affecting a particular issuer. Portfolio turnover risk. 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. 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. To 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. 25 Comparison of Fees and Expenses Shareholders of each Pioneer Fund pay various fees and expenses, either directly or indirectly. The tables below show the fees and expenses that you would pay if you were to buy and hold shares of each Pioneer Fund. The expenses in the tables appearing below are based on the expenses of each Pioneer Fund and the combined fund for the twelve-month period ended July 31, 2017. Future expenses for all share classes may be greater or less. Because both Pioneer Solutions -- Conservative Fund and Pioneer Solutions -- Growth Fund may reorganize with Pioneer Solutions--Balanced Fund, the pro forma columns represent the three possibilities that may result: (1) both Acquired Funds complete their Reorganizations; (2) only Pioneer Solutions -- Conservative Fund completes its Reorganization; or (3) only Pioneer Solutions -- Growth Fund completes its Reorganization.
Pioneer Pioneer Solutions -- Solutions -- Balanced Balanced Fund Fund (Pro Forma (Pro Forma Combined, Combined assuming assuming Pioneer reorganization reorganization Solutions -- of only of only Pioneer Pioneer Pioneer Balanced Pioneer Pioneer Solutions -- Solutions -- Solutions -- Fund Solutions -- Solutions -- Conservative Growth Balanced (Pro Forma Conservative Growth Fund Fund Fund Combined) Fund) Fund) (July 31, (July 31, (July 31, (July 31, (July 31, (July 31, 2017) 2017) 2017) 2017) 2017) 2017) ----------------------------------------------------------------------------------------------------------------------------------- Shareholder transaction fees (paid directly from your investment) Class A Class A Class A Class A Class A Class A Maximum sales charge (load) when you buy shares as a percentage of offering price 5.75% 5.75% 5.75% 5.75% 5.75% 5.75% Maximum deferred sales charge (load) as a percentage of offering price or the amount you receive when you sell shares, whichever is less None(1) None(1) None(1) None(1) None(1) None(1) Annual Fund operating expenses (deducted from fund assets) as a % of average daily net assets Management Fee(4) 0.13% 0.13% 0.13% 0.00% 0.00% 0.00% Distribution and Service (12b-1) Fee 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% Other Expenses 0.49% 0.26% 0.30% 0.24% 0.29% 0.24% Acquired Fund Fees and Expenses(2) 0.56% 0.72% 0.68% 0.68% 0.68% 0.68% Total Annual Fund Operating Expenses Plus Acquired Fund Fees and Expenses 1.43% 1.36% 1.36% 1.17% 1.22% 1.17% ----------------------------------------------------------------------------------------------------------------------------------- Less: Fee Waiver and Expense Reimbursement(3) -0.17% 0.00% 0.00% 0.00% 0.00% 0.00% Net Expenses Plus Acquired Fund Fees and Expenses(3) 1.26% 1.36% 1.36% 1.17% 1.22% 1.17% -----------------------------------------------------------------------------------------------------------------------------------
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Pioneer Pioneer Solutions -- Solutions -- Balanced Balanced Fund Fund (Pro Forma (Pro Forma Combined, Combined assuming assuming Pioneer reorganization reorganization Solutions -- of only of only Pioneer Pioneer Pioneer Balanced Pioneer Pioneer Solutions -- Solutions -- Solutions -- Fund Solutions -- Solutions -- Conservative Growth Balanced (Pro Forma Conservative Growth Fund Fund Fund Combined) Fund) Fund) (July 31, (July 31, (July 31, (July 31, (July 31, (July 31, 2017) 2017) 2017) 2017) 2017) 2017) ----------------------------------------------------------------------------------------------------------------------------------- Shareholder transaction fees (paid directly from your investment) Class C Class C Class C Class C Class C Class C Maximum sales charge (load) when you buy shares as a percentage of offering price None None None None None None Maximum deferred sales charge (load) as a percentage of offering price or the amount you receive when you sell shares, whichever is less 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% Annual Fund operating expenses (deducted from fund assets) as a % of average daily net assets Management Fee(4) 0.13% 0.13% 0.13% 0.00% 0.00% 0.00% Distribution and Service (12b-1) Fee 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% Other Expenses 0.48% 0.22% 0.25% 0.19% 0.25% 0.19% Acquired Fund Fees and Expenses(2) 0.56% 0.72% 0.68% 0.68% 0.68% 0.68% Total Annual Fund Operating Expenses Plus Acquired Fund Fees and Expenses 2.17% 2.07% 2.06% 1.87% 1.93% 1.87% ----------------------------------------------------------------------------------------------------------------------------------- Less: Fee Waiver and Expense Reimbursement(3) -0.16% 0.00% 0.00% 0.00% 0.00% 0.00% Net Expenses Plus Acquired Fund Fees and Expenses(3) 2.01% 2.07% 2.06% 1.87% 1.93% 1.87% ----------------------------------------------------------------------------------------------------------------------------------- Shareholder transaction fees (paid directly from your investment) Class R Class R Class R Class R Class R Class R Maximum sales charge (load) when you buy shares as a percentage of offering price None None None None None None Maximum deferred sales charge (load) as a percentage of offering price or the amount you receive when you sell shares, whichever is less None None None None None None Annual Fund operating expenses (deducted from fund assets) as a % of average daily net assets Management Fee(4) 0.13% 0.13% 0.13% 0.00% 0.00% 0.00% Distribution and Service (12b-1) Fee 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% Other Expenses 1.26% 0.78% 0.75% 0.71% 0.76% 0.66% Acquired Fund Fees and Expenses(2) 0.56% 0.72% 0.68% 0.68% 0.68% 0.68% Total Annual Fund Operating Expenses Plus Acquired Fund Fees and Expenses 2.45% 2.13% 2.06% 1.89% 1.94% 1.84% ----------------------------------------------------------------------------------------------------------------------------------- Less: Fee Waiver and Expense Reimbursement(3) -0.99% -0.51% -0.48% -0.43% -0.48% -0.38% Net Expenses Plus Acquired Fund Fees and Expenses(3) 1.46% 1.62% 1.58% 1.46% 1.46% 1.46% -----------------------------------------------------------------------------------------------------------------------------------
27
Pioneer Pioneer Solutions -- Solutions -- Balanced Balanced Fund Fund (Pro Forma (Pro Forma Combined, Combined assuming assuming Pioneer reorganization reorganization Solutions -- of only of only Pioneer Pioneer Pioneer Balanced Pioneer Pioneer Solutions -- Solutions -- Solutions -- Fund Solutions -- Solutions -- Conservative Growth Balanced (Pro Forma Conservative Growth Fund Fund Fund Combined) Fund) Fund) (July 31, (July 31, (July 31, (July 31, (July 31, (July 31, 2017) 2017) 2017) 2017) 2017) 2017) ---------------------------------------------------------------------------------------------------------------------------------- Shareholder transaction fees (paid directly from your investment) Class Y Class Y Class Y Class Y Class Y Class Y Maximum sales charge (load) when you buy shares as a percentage of offering price None None None None None None Maximum deferred sales charge (load) as a percentage of offering price or the amount you receive when you sell shares, whichever is less None None None None None None Annual Fund operating expenses (deducted from fund assets) as a % of average daily net assets Management Fee(4) 0.13% 0.13% 0.13% 0.00% 0.00% 0.00% Distribution and Service (12b-1) Fee 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Other Expenses 0.68% 0.28% 0.34% 0.26% 0.34% 0.26% Acquired Fund Fees and Expenses(2) 0.56% 0.72% 0.68% 0.68% 0.68% 0.68% Total Annual Fund Operating Expenses Plus Acquired Fund Fees and Expenses 1.37% 1.13% 1.15% 0.94% 1.02% 0.94% ---------------------------------------------------------------------------------------------------------------------------------- Less: Fee Waiver and Expense Reimbursement(3) -0.16% 0.00% 0.00% 0.00% 0.00% 0.00% Net Expenses Plus Acquired Fund Fees and Expenses(3) 1.21% 1.13% 1.15% 0.94% 1.02% 0.94% ----------------------------------------------------------------------------------------------------------------------------------
---------------------- (1) Class A purchases of $500,000 or more that are not subject to an initial sales charge may be subject to a contingent deferred sales charge of 1%. See "Sales charges." (2) Total annual fund operating expenses in the table, before and after fee waiver and expense reimbursement, may be higher than the corresponding ratio of expenses to average net assets shown in the "Financial Highlights" section, which does not include acquired fund fees and expenses. (3) With respect to the Pioneer Solutions -- Conservative Fund, Amundi Pioneer has contractually agreed to limit ordinary operating expenses (ordinary operating expenses means all fund expenses other than taxes, brokerage commissions, acquired fund fees and expenses and extraordinary expenses, such as litigation) to the extent required to reduce fund expenses to 0.70%, 1.45%, 0.90% and 0.65% of the average daily net assets attributable to Class A, Class C, Class R and Class Y shares, respectively. These expense limitations are in effect through December 1, 2019. There can be no assurance that Amundi Pioneer will extend the expense limitation beyond such time. While in effect, the arrangement may be terminated for a class only by agreement of Amundi Pioneer and the Board of Trustees. The expense limitation does not limit the expenses of the underlying funds indirectly incurred by a shareholder. With respect to the Pioneer Solutions -- Growth Fund, Amundi Pioneer has contractually agreed to limit ordinary operating expenses (ordinary operating expenses means all fund expenses other than taxes, brokerage commissions, acquired fund fees and expenses and extraordinary expenses, such as litigation) to the extent required to reduce fund expenses to 0.90% of the average daily net assets attributable to Class R shares. This expense limitation is in effect through December 1, 2019. There can be no assurance that Amundi Pioneer will extend the expense limitation beyond such time. While in effect, the arrangement may be terminated for a class only by agreement of Amundi Pioneer and the Board of Trustees. The expense limitation does not limit the expenses of the underlying funds indirectly incurred by a shareholder. With respect to the Pioneer Solutions -- Balanced Fund, Amundi Pioneer has contractually agreed to limit ordinary operating expenses (ordinary operating expenses means all fund expenses other than taxes, brokerage commissions, acquired fund fees and expenses and extraordinary expenses, such as litigation) to the extent required to reduce fund expenses to 0.90% of the average daily net assets attributable to Class R shares. Amundi Pioneer has agreed to further limit the ordinary expenses of Class R shares of the combined fund following the completion of the Reorganization to 0.78% of the average daily net assets attributable to Class R shares. These expense limitations are in effect through December 1, 2019. There can be no assurance that Amundi Pioneer will extend the expense limitation beyond such time. While in effect, the arrangement may be terminated for a class only by agreement of Amundi Pioneer and the Board of Trustees. The expense limitation does not limit the expenses of the underlying funds indirectly incurred by a shareholder. (4) Following the completion of the Reorganizations, the combined fund will not pay a direct management fee to Amundi Pioneer. However, as is currently the case for each of the funds, following the completion of the Reorganizations, the combined fund will continue to bear a pro rata portion of the fees and expenses, including management fees, of each underlying fund in which the combined fund invests. The pro rata portion of the fees and expenses of each underlying fund in which each fund invests is shown in the Fee Table under Acquired Fund Fees and Expenses. 28 Examples: The examples are intended to help you compare the cost of investing in each fund with the cost of investing in other mutual funds. The examples assume that you invest $10,000 in each fund for the time periods shown, and then, except as indicated, redeem all of your shares at the end of those periods. The examples also assume that (a) your investment has a 5% return each year and (b) each fund's total annual operating expenses remain the same except for year one (which considers the effect of the expense limitation). Pro forma expenses are included assuming consummation of the Reorganization as of July 31, 2017. The examples are for comparison purposes only and are not a representation of any fund's actual expenses or returns, either past or future. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Pioneer Pioneer Solutions -- Solutions -- Balanced Balanced Fund Fund (pro forma (pro forma combined, combined, assuming assuming Pioneer reorganization reorganization Solutions -- of only of only Pioneer Pioneer Pioneer Balanced Pioneer Pioneer Solutions -- Solutions -- Solutions -- Fund Solutions -- Solutions -- Number of years Conservative Growth Balanced (pro forma Conservative Growth you own your shares Fund Fund Fund combined) Fund) Fund) ------------------------------------------------------------------------------------------------------------------------- Class A -- assuming redemption at end of period Year 1 $ 696 $ 706 $ 706 $ 687 $ 692 $ 687 Year 3 $ 986 $ 981 $ 981 $ 925 $ 940 $ 925 Year 5 $ 1,296 $ 1,277 $ 1,277 $ 1,182 $ 1,207 $ 1,182 Year 10 $ 2,176 $ 2,116 $ 2,116 $ 1,914 $ 1,967 $ 1,914 Class A -- assuming no redemption Year 1 $ 696 $ 706 $ 706 $ 687 $ 692 $ 687 Year 3 $ 986 $ 981 $ 981 $ 925 $ 940 $ 925 Year 5 $ 1,296 $ 1,277 $ 1,277 $ 1,182 $ 1,207 $ 1,182 Year 10 $ 2,176 $ 2,116 $ 2,116 $ 1,914 $ 1,967 $ 1,914 Class C -- assuming redemption at end of period Year 1 $ 304 $ 310 $ 309 $ 290 $ 296 $ 290 Year 3 $ 664 $ 649 $ 646 $ 588 $ 606 $ 588 Year 5 $ 1,150 $ 1,114 $ 1,108 $ 1,011 $ 1,042 $ 1,011 Year 10 $ 2,491 $ 2,400 $ 2,390 $ 2,190 $ 2,254 $ 2,190 Class C -- assuming no redemption Year 1 $ 204 $ 210 $ 209 $ 190 $ 196 $ 190 Year 3 $ 664 $ 649 $ 646 $ 588 $ 606 $ 588 Year 5 $ 1,150 $ 1,114 $ 1,108 $ 1,011 $ 1,042 $ 1,011 Year 10 $ 2,491 $ 2,400 $ 2,390 $ 2,190 $ 2,254 $ 2,190 Class R -- assuming redemption at end of period Year 1 $ 149 $ 165 $ 161 $ 149 $ 149 $ 149 Year 3 $ 669 $ 618 $ 599 $ 552 $ 563 $ 542 Year 5 $ 1,216 $ 1,097 $ 1,064 $ 981 $ 1,003 $ 960 Year 10 $ 2,711 $ 2,422 $ 2,352 $ 2,177 $ 2,226 $ 2,127 Class R -- assuming no redemption Year 1 $ 149 $ 165 $ 161 $ 149 $ 149 $ 149 Year 3 $ 669 $ 618 $ 599 $ 552 $ 563 $ 542 Year 5 $ 1,216 $ 1,097 $ 1,064 $ 981 $ 1,003 $ 960 Year 10 $ 2,711 $ 2,422 $ 2,352 $ 2,177 $ 2,226 $ 2,127
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Pioneer Pioneer Solutions -- Solutions -- Balanced Balanced Fund Fund (pro forma (pro forma combined, combined, assuming assuming Pioneer reorganization reorganization Solutions -- of only of only Pioneer Pioneer Pioneer Balanced Pioneer Pioneer Solutions -- Solutions -- Solutions -- Fund Solutions -- Solutions -- Number of years Conservative Growth Balanced (pro forma Conservative Growth you own your shares Fund Fund Fund combined) Fund) Fund) ------------------------------------------------------------------------------------------------------------------------- Class Y -- assuming redemption at end of period Year 1 $ 123 $ 115 $ 117 $ 96 $ 104 $ 96 Year 3 $ 418 $ 359 $ 365 $ 300 $ 325 $ 300 Year 5 $ 735 $ 622 $ 633 $ 520 $ 563 $ 520 Year 10 $ 1,632 $ 1,375 $ 1,398 $ 1,155 $ 1,248 $ 1,155 Class Y -- assuming no redemption Year 1 $ 123 $ 115 $ 117 $ 96 $ 104 $ 96 Year 3 $ 418 $ 359 $ 365 $ 300 $ 325 $ 300 Year 5 $ 735 $ 622 $ 633 $ 520 $ 563 $ 520 Year 10 $ 1,632 $ 1,375 $ 1,398 $ 1,155 $ 1,248 $ 1,155
Comparison of the Funds' Past Performance The bar charts and tables below indicate the risks and volatility of an investment in the funds by showing how the funds have performed in the past. The bar charts show changes in the performance of each fund's Class A shares from calendar year to calendar year. The tables show the average annual total returns for each class of each fund over time and compare these returns to the returns of the MSCI World Index and the Bloomberg Barclays U.S. Aggregate Bond Index, each a broad-based measure of market performance that has characteristics relevant to each fund's investment strategies, and a blended benchmark (80% Bloomberg Barclays U.S. Aggregate Bond Index/20% MSCI World Index for each of the Acquired Funds, and 50% Bloomberg Barclays U.S. Aggregate Bond Index/50% MSCI World Index for the Acquiring Fund). You can obtain updated performance information by visiting https://us.pioneerinvestments.com/performance or by calling 1-800-225-6292. A fund's past performance (before and after taxes) does not necessarily indicate how it will perform in the future. The bar charts do not reflect any sales charge you may pay when you buy fund shares. If this amount was reflected, returns would be less than those shown. Ibbotson Associates, Inc. served as the funds' sub-adviser until November 14, 2014. Effective November 17, 2014, Amundi Pioneer became directly responsible for portfolio management decisions for the funds. The performance shown for all periods reflects the investment strategy in effect for the funds during such periods. 30 [THE FOLLOWING DATA WAS REPRESENTED AS A BAR CHART IN THE PRINTED MATERIAL] Pioneer Solutions -- Conservative Fund's Annual Returns -- Class A Shares (%) (1) (Years ended December 31) 2007 5.50 2008 -21.11 2009 24.58 2010 9.69 2011 0.06 2012 8.93 2013 8.41 2014 3.50 2015 -1.12 2016 2.64 ---------------------- (1) During the period shown in the bar chart, the Acquired Fund's highest quarterly return was 12.36% for the quarter ended June 30, 2009, and the lowest quarterly return was -12.54% for the quarter ended December 31, 2008. For the period from January 1, 2017 through September 30, 2017, the Acquired Fund's return was 6.26%. Pioneer Solutions -- Growth Fund's Annual Returns -- Class A Shares (%)* (Years ended December 31) 2007 5.47 2008 -35.25 2009 30.69 2010 13.17 2011 -3.30 2012 11.00 2013 18.94 2014 4.67 2015 -1.19 2016 2.67 ---------------------- * During the period shown in the bar chart, the Acquired Fund's highest quarterly return was 18.16% for the quarter ended June 30, 2009, and the lowest quarterly return was -20.04% for the quarter ended December 31, 2008. For the period from January 1, 2017 through September 30, 2017, the Acquired Fund's return was 13.68%. 31 [THE FOLLOWING DATA WAS REPRESENTED AS A BAR CHART IN THE PRINTED MATERIAL] Pioneer Solutions -- Balanced Fund's Annual Returns -- Class A Shares (%)* (Years ended December 31) 2007 5.24 2008 -30.22 2009 28.96 2010 11.96 2011 -2.12 2012 10.21 2013 16.07 2014 3.85 2015 -1.60 2016 1.81 ---------------------- * During the period shown in the bar chart, the Acquiring Fund's highest quarterly return was 16.41% for the quarter ended June 30, 2009, and the lowest quarterly return was -17.24% for the quarter ended December 31, 2008. For the period from January 1, 2017 through September 30, 2017, the Acquiring Fund's return was 10.06%.
Average Annual Total Returns (%) (for periods ended December 31, 2016) Pioneer Solutions -- Conservative Fund Since Inception (the Acquired Fund) 1 Year 5 Years 10 Years Inception Date ------------------------------------------------------------------------------------------------------------------ Class A 05/12/2005 Return Before Taxes -3.33 3.19 2.89 3.49 Return After Taxes on Distributions -4.23 1.70 1.57 2.28 Return After Taxes on Distributions and Sale of Fund Shares -1.82 2.05 1.85 2.37 ------------------------------------------------------------------------------------------------------------------ Class C 1.77 3.63 2.67 3.17 05/12/2005 ------------------------------------------------------------------------------------------------------------------ Class R 2.34 N\A N\A -0.15 07/01/2015 ------------------------------------------------------------------------------------------------------------------ Class Y 2.69 3.99 2.52 3.04 10/05/2005 ------------------------------------------------------------------------------------------------------------------ Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes) 2.65 2.23 4.34 4.22 05/12/2005 ------------------------------------------------------------------------------------------------------------------ MSCI World Index (reflects no deduction for fees, expenses or taxes) 7.51 10.41 3.83 6.02 05/12/2005 ------------------------------------------------------------------------------------------------------------------ Blended Benchmark (80% Bloomberg Barclays U.S. Aggregate Bond Index / 20% MSCI World Index) (reflects no deduction for fees, expenses or taxes) 3.71 5.14 4.36 4.99 05/12/2005 ------------------------------------------------------------------------------------------------------------------
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Pioneer Solutions -- Growth Fund Since Inception (the Acquired Fund) 1 Year 5 Years 10 Years Inception Date ------------------------------------------------------------------------------------------------------------------ Class A 08/09/2004 Return Before Taxes -3.24 5.72 2.58 4.75 Return After Taxes on Distributions -3.65 4.87 1.76 3.96 Return After Taxes on Distributions and Sale of Fund Shares -1.49 4.38 1.90 3.71 ------------------------------------------------------------------------------------------------------------------ Class C 1.90 6.23 2.48 4.26 08/09/2004 ------------------------------------------------------------------------------------------------------------------ Class R 2.29 N\A N\A -1.74 07/01/2015 ------------------------------------------------------------------------------------------------------------------ Class Y 3.01 7.24 3.61 4.67 09/26/2005 ------------------------------------------------------------------------------------------------------------------ Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes) 2.65 2.23 4.34 4.22 08/09/2004 ------------------------------------------------------------------------------------------------------------------ MSCI World Index (reflects no deduction for fees, expenses or taxes) 7.51 10.41 3.83 6.76 08/09/2004 ------------------------------------------------------------------------------------------------------------------ Blended Benchmark (20% Bloomberg Barclays U.S. Aggregate Bond Index / 80% MSCI World Index) (reflects no deduction for fees, expenses or taxes) 6.63 9.12 5.18 7.31 08/09/2004 ------------------------------------------------------------------------------------------------------------------ Pioneer Solutions -- Balanced Fund Since Inception (the Acquiring Fund) 1 Year 5 Years 10 Years Inception Date ------------------------------------------------------------------------------------------------------------------ Class A 08/09/2004 Return Before Taxes -4.09 4.63 2.68 4.34 Return After Taxes on Distributions -4.79 3.54 1.61 3.34 Return After Taxes on Distributions and Sale of Fund Shares -2.13 3.38 1.85 3.25 ------------------------------------------------------------------------------------------------------------------ Class C 1.09 5.17 2.55 3.76 08/09/2004 ------------------------------------------------------------------------------------------------------------------ Class R 1.55 N\A N\A -1.82 07/01/2015 ------------------------------------------------------------------------------------------------------------------ Class Y 2.06 6.18 3.70 4.50 09/26/2005 ------------------------------------------------------------------------------------------------------------------ Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes) 2.65 2.23 4.34 4.22 08/09/2004 ------------------------------------------------------------------------------------------------------------------ MSCI World Index (reflects no deduction for fees, expenses or taxes) 7.51 10.41 3.83 6.76 08/09/2004 ------------------------------------------------------------------------------------------------------------------ Blended Benchmark (50% Bloomberg Barclays U.S. Aggregate Bond Index / 50% MSCI World Index) (reflects no deduction for fees, expenses or taxes) 5.23 7.88 4.98 6.59 08/09/2004 ------------------------------------------------------------------------------------------------------------------ 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 a Pioneer Fund's shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. ------------------------------------------------------------------------------------------------------------------
33 After-tax returns are shown only for Class A shares. After-tax returns for Class C, Class R and Class Y shares of each Pioneer Fund will vary.
Pioneer Solutions -- Balanced Fund Pioneer Solutions -- Pioneer Solutions -- Pioneer Solutions -- (Combined Fund, Conservative Fund Growth Fund Balanced Fund Post-Reorganization) ----------------------------------------------------------------------------------------------------------------------------------- Management The fund pays Amundi Pioneer a fee for managing the fund and to cover the cost of Following the completion of fees providing certain services to the fund. the reorganizations, the combined fund will not pay a Amundi Pioneer's annual fee for each fund is equal to: 0.13% of the fund's average daily direct management fee to net assets, up to $2.5 billion; 0.11% of the fund's average daily net assets, from over Amundi Pioneer. $2.5 billion up to $4 billion; 0.10% of the fund's average daily net assets, from over $4 billion up to $5.5 billion; 0.08% of the fund's average daily net assets, over $5.5 billion. However, the combined fund will bear a pro rata portion of For the fiscal year ended July 31, 2017, each fund paid management fees equal to 0.13% the fees and expenses, of the fund's average daily net assets, after fee waivers and/or reimbursements. including management fees, of each underlying fund in A discussion regarding the basis for the Board of Trustees' approval of the funds' which the combined fund management contract is available in the funds' annual report to shareholders for the invests. The pro rata portion period ended July 31, 2017. of the fees and expenses of each underlying fund in which the combined fund invests is shown in the Fee Table under Acquired Fund Fees and Expenses.
For a comparison of the gross and net expenses of each fund, please see the class fee tables in the "Comparison of Fees and Expenses" section starting on page 26. Reasons for each Reorganization The Board of Trustees believes that each proposed Reorganization will be advantageous to the shareholders of the applicable Acquired Fund for several reasons. The Trustees considered the following matters, among others, in approving each Reorganization. First, the Board considered that the expense ratio of each class of shares of the combined fund is expected to be no higher than the expense ratio of the corresponding class of shares of the Acquired Fund, both before and after any applicable fee waivers or expense reimbursements. The Board concluded that the expected lower expense ratios of the combined fund supported a determination that the Reorganization is in the best interests of shareholders. Second, the Board considered that the combined fund will no longer pay a direct management fee to Amundi Pioneer, unlike the Acquired Fund and the Acquiring Fund. The Board considered that, as is currently the case for the Acquired Fund and the Acquiring Fund, the combined fund will continue to bear a pro rata portion of the fees and expenses, including management fees, of each underlying fund in which the combined fund invests. The Board considered that the pro rata portion of the management fees of underlying Amundi Pioneer funds borne by the combined fund following the completion of the Reorganization is not expected to exceed the direct management fee and the pro rata portion of the management fees of underlying Amundi Pioneer funds currently borne by the Acquired Fund. The Board concluded that the elimination of the direct management fee of the combined fund supported a determination that the Reorganization is in the best interests of shareholders. Third, the Board considered that the Acquired Fund and the Acquiring Fund held similar investments and noted that the historical performance of the Acquired Fund and the Acquiring Fund was generally comparable. The Board concluded that the historical performance of each fund was consistent with the determination that the Reorganization is in the best interests of shareholders. Fourth, the Board considered that the Acquired Fund has not achieved a sufficient size to allow for more efficient operations. The Board considered that the larger asset size of the combined fund may allow it, relative to the Acquired Fund, to reduce per share expenses as fixed expenses will be shared over a larger asset base. The Board concluded that the larger asset size of the combined fund supported a determination that the Reorganization is in the best interests of shareholders. Fifth, the Board considered the similarities and differences in the funds' investment objectives and principal investment strategies. The Board considered that the Acquired Fund and the Acquiring Fund have the same investment objective to provide long-term capital growth and current income. The Board considered that each fund is a "fund of funds" that allocates its assets primarily among other 34 underlying funds, including underlying funds managed by Amundi Pioneer and underlying funds unaffiliated with Amundi Pioneer. The Board considered that following the completion of the Reorganization, it is anticipated that the combined fund will invest to a greater extent in underlying funds managed by Amundi Pioneer. The Board considered that currently, Amundi Pioneer selects investments for each fund while maintaining a target annualized volatility level that corresponds to the fund's relative risk profile. The Board considered that Amundi Pioneer will not seek to maintain a target annualized volatility level for the combined fund or use derivatives to seek incremental return or to seek to limit risk. The Board considered such similarities and differences and considered that shareholders would receive information regarding the Reorganization and would have the ability to redeem their shares of the Acquired Fund prior to the Closing Date if they determine that they do not wish to become shareholders of the combined fund. The Board considered that the Reorganization, itself, generally is not expected to result in income, gain or loss being recognized for federal income tax purposes by the Acquired Fund, the Acquiring Fund or by the shareholders of any fund. The Board noted that it is not necessary to dispose of securities to effect the Reorganization; however, following the completion of the Reorganization, the combined fund will invest to a greater extent in underlying funds managed by Amundi Pioneer. The implementation of such investment strategy changes for the combined fund is expected to result in the disposition of approximately 25% of the securities of the combined fund following the Reorganization. Shareholders of the combined fund are expected to recognize long-term capital gains of approximately $1,237,831, or approximately $0.03 per share, in connection with the disposition of securities following the completion of the Reorganization. It is expected that such capital gains will be offset by available tax capital-loss carryforwards and, accordingly, that no material distributions to shareholders as a result of the disposition of securities is anticipated. The Board concluded that the expected tax consequences of the Reorganization were consistent with a determination that the Reorganization is in the best interests of each fund's shareholders. The Board also noted that the disposition of securities is not expected to result in significant brokerage expenses to the combined fund. The Board also noted that the actual tax consequences of any dispositions of portfolio securities following the completion of the Reorganization will vary depending upon the specific security(ies) being sold. The Board concluded that, taking into account the anticipated benefits to shareholders resulting from each Reorganization, including anticipated lower expenses, on balance the Reorganization is in the best interests of shareholders not withstanding differences in the funds' investment strategies. Sixth, the Board considered that each Acquired Fund would generally bear approximately 25% of the expenses incurred in connection with its Reorganization, including expenses associated with the preparation, printing and mailing of any shareholder communications (including this Information Statement/Prospectus), any filings with the SEC and other governmental agencies in connection with its Reorganization, audit fees and legal fees, and the Acquiring Fund would likewise generally bear approximately 25% of these costs for each Reorganization. The Board considered that Amundi Pioneer would generally bear the remaining 50% of the expenses incurred in connection with each Reorganization. In approving the allocation of Reorganization Costs, the Board considered information provided by Amundi Pioneer with respect to the relative short-term economic benefits and costs to shareholders anticipated to result from each Reorganization. The Board concluded that the allocation of Reorganization Costs was consistent with a determination that the Reorganization is in the best interests of shareholders. Seventh, the Board considered that the funds' investment adviser and principal distributor would benefit from each Reorganization. For example, Amundi Pioneer might achieve cost savings from managing one larger fund compared to managing more than one fund with similar investment strategies. The consolidated portfolio management effort also might result in time and personnel savings and the preparation of fewer reports and regulatory filings, as well as prospectus disclosure, for one fund instead of three. The Board believes that each Reorganization, in the long-term, could result in a decrease in the combined fund's gross expenses. BOARDS' EVALUATION OF THE REORGANIZATIONS For the reasons described above, the Board of Trustees of each Acquired Fund, including the Independent Trustees, approved the applicable Reorganization. In particular, the Board of Trustees determined, with respect to each Acquired Fund, that the Reorganization of such Acquired Fund is in the best interests of such Acquired Fund and its shareholders and is not dilutive of the interests of those shareholders. Similarly, the Board of Trustees of the Acquiring Fund, including the Independent Trustees, approved each Reorganization. The Trustees also determined that the Reorganization of each Acquired Fund with the Acquiring Fund is in the best interests of the Acquiring Fund and its shareholders and is not dilutive of the interests of those shareholders. 35 CAPITALIZATION The following table sets forth the capitalization of each Pioneer Fund as of September 29, 2017, and the pro forma combined capitalization of the combined fund as if each Reorganization occurred on that date. The actual exchange ratios on the Closing Date may vary from the exchange ratios indicated. This is due to changes in the market value of the portfolio securities of the Pioneer Funds between September 29, 2017 and the Closing Date, changes in the amount of undistributed net investment income and net realized capital gains of the Pioneer Funds during that period resulting from income and distributions, and changes in the accrued liabilities of the Pioneer Funds during the same period. Because both Acquired Funds may reorganize with the Acquiring Fund, the following pro forma combined capitalization tables show the three possibilities that may result: (1) both Acquired Funds reorganize with the Acquiring Fund; (2) only Pioneer Solutions - Conservative Fund reorganizes with the Acquiring Fund; or (3) only Pioneer Solutions - Growth Fund reorganizes with the Acquiring Fund. Pro Forma Capitalization Assuming Reorganization of Both Acquired Funds into the Acquiring Fund
Pioneer Solutions -- Pioneer Solutions -- Pioneer Solutions -- Pioneer Solutions -- Balanced Fund Pro Forma Conservative Fund Growth Fund Balanced Fund (Pro Forma Pioneer Solutions -- (Acquired Fund) (Acquired Fund) (Acquiring Fund) Adjustments) Balanced Fund (October 25, 2017) (October 25, 2017) (October 25, 2017) (October 25, 2017) (October 25, 2017) ----------------------------------------------------------------------------------------------------------------------------------- Net Assets Class A $41,831,815 $240,014,210 $114,862,143 $(54,757) $396,653,411 Class C $13,946,606 $67,380,639 $49,101,418 $(19,949) $130,408,714 Class R $9,076 $39,836 $31,654 $(13) $80,553 Class Y $248,832 $919,783 $625,425 $(281) $1,793,759 Total Net Assets $56,036,329 $308,354,468 $164,620,640 $(75,000) $528,936,437 Net Asset Value per Share Class A $10.69 $13.95 $12.16 -- $12.16 Class C $10.31 $13.10 $11.15 -- $11.15 Class R $10.65 $13.85 $12.09 -- $12.09 Class Y $10.08 $14.26 $12.34 -- $12.34 Shares Outstanding Class A 3,913,000 17,201,064 9,443,739 (4,503) 32,621,866 Class C 1,352,527 5,143,644 4,402,622 (1,789) 11,696,545 Class R 852 2,877 2,618 (1) 6,664 Class Y 24,695 64,495 50,688 (23) 145,389
(1) The pro forma data reflects adjustments to account for the combined expenses of the Reorganizations borne by the Acquired Funds and the Acquiring Fund. The expenses of the Reorganizations borne by the funds are estimated in the aggregate to be $75,000. Amundi Pioneer will bear the remaining expenses of the Reorganization. It is impossible to predict how many shares of the combined fund will actually be received and distributed by your fund on the Closing Date. The table should not be relied upon to determine the amount of combined fund shares that will actually be received and distributed. 36 Pro Forma Capitalization Assuming Reorganization of only Pioneer Solutions -- Conservative Fund into the Acquiring Fund
Pioneer Solutions -- Pioneer Solutions -- Pioneer Solutions -- Balanced Fund Pro Forma Conservative Fund Balanced Fund (Pro Forma Pioneer Solutions -- (Acquired Fund) (Acquiring Fund) Adjustments) Balanced Fund (October 25, 2017) (October 25, 2017) (October 25, 2017) (October 25, 2017) ----------------------------------------------------------------------------------------------------------------------- Net Assets Class A $41,831,815 $114,862,143 $(54,159) $156,639,799 Class C $13,946,606 $49,101,418 $(20,518) $63,027,506 Class R $9,076 $31,654 $(13) $40,717 Class Y $248,832 $625,425 $(310) $873,947 Total Net Assets $56,036,329 $164,620,640 $(75,000) $220,581,969 Net Asset Value per Share Class A $10.69 $12.16 -- $12.16 Class C $10.31 $11.15 -- $11.15 Class R $10.65 $12.09 -- $12.09 Class Y $10.08 $12.34 -- $12.34 Shares Outstanding Class A 3,913,000 9,443,739 (4,454) 12,883,855 Class C 1,352,527 4,402,622 (1,840) 5,653,439 Class R 852 2,618 (1) 3,369 Class Y 24,695 50,688 (25) 70,853
(1) The pro forma data reflects adjustments to account for the combined expenses of the Reorganization borne by the Acquired Fund and the Acquiring Fund. The expenses of the Reorganizations borne by the funds are estimated in the aggregate to be $75,000. Amundi Pioneer will bear the remaining expenses of the Reorganization. It is impossible to predict how many shares of the combined fund will actually be received and distributed by your fund on the Closing Date. The table should not be relied upon to determine the amount of combined fund shares that will actually be received and distributed. 37 Pro Forma Capitalization Assuming Reorganization of only Pioneer Solutions -- Growth Fund into the Acquiring Fund
Pioneer Solutions -- Pioneer Solutions -- Pioneer Solutions -- Balanced Fund Pro Forma Growth Fund Balanced Fund (Pro Forma Pioneer Solutions -- (Acquired Fund) (Acquiring Fund) Adjustments) Balanced Fund (October 25, 2017) (October 25, 2017) (October 25, 2017) (October 25, 2017) ------------------------------------------------------------------------------------------------------------------------- Net Assets Class A $240,014,210 $114,862,143 $(55,354) $354,820,999 Class C $67,380,639 $49,101,418 $(19,380) $116,462,677 Class R $39,836 $31,654 $(12) $71,478 Class Y $919,783 $625,425 $(254) $1,544,954 Total Net Assets $308,354,468 $164,620,640 $(75,000) $472,900,108 Net Asset Value per Share Class A $13.95 $12.16 -- $12.16 Class C $13.10 $11.15 -- $11.15 Class R $13.85 $12.09 -- $12.09 Class Y $14.26 $12.34 -- $12.34 Shares Outstanding Class A 17,201,064 9,443,739 (4,552) 29,181,750 Class C 5,143,644 4,402,622 (1,738) 10,445,729 Class R 2,877 2,618 (1) 5,913 Class Y 64,495 50,688 (21) 125,225
(1) The pro forma data reflects adjustments to account for the combined expenses of the Reorganization borne by the Acquired Fund and the Acquiring Fund. The expenses of the Reorganizations borne by the funds are estimated in the aggregate to be $75,000. Amundi Pioneer will bear the remaining expenses of the Reorganization. It is impossible to predict how many shares of the combined fund will actually be received and distributed by your fund on the Closing Date. The table should not be relied upon to determine the amount of combined fund shares that will actually be received and distributed. 38 OTHER IMPORTANT INFORMATION CONCERNING THE REORGANIZATIONS Portfolio Securities It is not necessary to dispose of securities to effect either Reorganization. However, it is currently anticipated that, following the completion of the Reorganizations, the combined fund will invest to a greater extent in underlying funds managed by Amundi Pioneer. The implementation of such investment strategy changes for the combined fund is expected to result in the disposition of approximately 25% of the securities of the combined fund following the Reorganizations. The disposition of securities is not expected to result in significant brokerage expenses to the combined fund. Shareholders of the combined fund are expected to recognize long-term capital gains of approximately $1,237,831, or approximately $0.03 per share, in connection with the disposition of securities following the completion of the Reorganizations. It is expected that such capital gains will be offset by available tax capital-loss carryforwards and, accordingly, that no material distributions to shareholders as a result of the disposition of securities is anticipated. The actual tax consequences of any disposition of portfolio securities will vary depending upon the specific security(ies) being sold, other capital gains and losses that may be recognized, and the combined fund's ability to use any available tax loss carryforwards. In addition, after the closing of each Reorganization, management will continue to analyze and evaluate the portfolio securities of the combined fund, and it is possible that there may be additional dispositions of portfolio securities of the combined fund following each Reorganization. Consistent with the combined fund's investment objective and policies, any restrictions imposed by the Internal Revenue Code and in the best interests of the shareholders of the combined fund, management will influence the extent and duration to which the portfolio securities of the applicable Acquired Fund and the Acquiring Fund will be maintained by the combined fund. Subject to market conditions at the time of any such disposition, the disposition of the portfolio securities by the combined fund may result in a capital gain or loss. As noted above, the actual tax consequences of any disposition of portfolio securities will vary depending upon the specific security(ies) being sold, other capital gains and losses that may be recognized, and the combined fund's ability to use any available tax loss carryforwards. Tax Capital Loss Carryforwards Federal income tax law generally permits a regulated investment company to carry forward indefinitely net capital losses from any taxable year to offset its capital gains. Presently, the net capital loss carryforwards of each Acquired Fund and the Acquiring Fund from their prior taxable years can be summarized as follows: Fund Capital Loss Carryforward ------------------------------------------------------------------- Pioneer Solutions -- Conservative Fund $1,630,428 ------------------------------------------------------------------- Pioneer Solutions -- Growth Fund $0 ------------------------------------------------------------------- Pioneer Solutions -- Balanced Fund $4,780,532 ------------------------------------------------------------------- For the period ending on the Closing Date, each fund may have net realized capital gains or losses and as of the Closing Date a fund may also have net unrealized capital gains or losses. Each Reorganization may result in a number of limitations on the combined fund's ability to use realized and unrealized losses of the combining funds. The discussion below describes the limitations that may apply based on the funds' tax attributes and relative net asset values as of July 31, 2017. Since the Reorganizations are not expected to close until January 19, 2018, the net current-year realized capital gains and losses and net unrealized capital gains and losses and the effect of the limitations described may change significantly between now and the completion of the Reorganizations. Further, the ability of the Acquired Funds and the Acquiring Fund to use capital losses to offset gains (even in the absence of the Reorganizations) depends on factors other than loss limitations, such as the future realization of capital gains or losses. First, in the tax year of the combined fund in which a Reorganization occurs, the combined fund will be able to use carryforwards of the applicable Acquired Fund (including from the Acquired Fund's short taxable year ending on the applicable Closing Date), subject to the limitations described in the following paragraphs, to offset only a prorated portion of the combined fund's capital gains for such tax year, based on the number of days remaining in the combined fund's tax year after the applicable Closing Date. 39 Second, each Reorganization may result in a limitation on the combined fund's ability to use the applicable Acquired Fund's capital loss carryforwards and, in certain cases, net unrealized losses inherent in the Acquired Fund's assets at the time of the Reorganization, in subsequent tax years. This limitation, imposed by Section 382 of the Internal Revenue Code, will apply if the applicable Acquired Fund's shareholders own less than 50% of the combined fund immediately after its Reorganization. This limitation is imposed on an annual basis. Losses in excess of the limitation may be carried forward, subject to generally applicable limitations. If applicable, the annual limitation described in this paragraph for periods following the applicable Reorganization generally will equal the product of the net asset value of the applicable Acquired Fund immediately prior to the Reorganization and the "long-term tax-exempt rate," published by the Internal Revenue Service, in effect at the time of the Reorganization (as of July 31, 2017, the annual limitation would be $1,168,885). This limitation may be prorated in the taxable year in which the applicable Reorganization occurs based on the number of days remaining after the Closing Date in such taxable year. Third, each Reorganization may result in limitations on the combined fund's ability to use loss carryforwards of the Acquiring Fund, a portion of losses recognized by the Acquiring Fund in the taxable year in which the Reorganization occurs, and, in certain cases, a net unrealized loss inherent in the assets of the Acquiring Fund at the time of the Reorganization. This limitation will apply if the Acquiring Fund's shareholders own less than 50% of the combined fund immediately after the applicable Reorganization. These limitations are imposed on an annual basis. Losses in excess of the limitations may be carried forward, subject to the generally applicable limitations on the carryforward of losses. The aggregate annual limitation described in this paragraph for periods following the applicable Reorganization generally will equal the product of the net asset value of the Acquiring Fund immediately prior to the Reorganization and the "long-term tax-exempt rate," published by the Internal Revenue Service, in effect at the time of the Reorganization (as of July 31, 2017, the annual limitation would be $1,168,885). This limitation may be prorated in the taxable year in which the applicable Reorganization occurs based on the number of days remaining after the Closing Date in such taxable year. Fourth, as to each Reorganization, if the Acquired Fund or the Acquiring Fund has a net unrealized gain inherent in its assets at the time of the Reorganization, then, under certain circumstances, the combined fund may not offset that gain, to the extent realized within five years of the Reorganization, by a carryforward of pre-Reorganization losses (other than a carryforward of pre-Reorganization losses of the fund with the net unrealized gain) or, in certain cases, by a net unrealized loss inherent at the time of the Reorganization in the assets of the other fund. This limitation will generally apply if the Acquiring Fund's or the applicable Acquired Fund's unrealized capital gains as of the date of the applicable Reorganization are greater than $10,000,000 or 15% of the fair market value of its assets as of the Closing Date. As of July 31, 2017, the funds had the following net unrealized gains or losses and current-year net realized capital gains or losses:
Fund Current-Year Realized Capital Gains/(Losses) Net Unrealized Gains/(Losses) -------------------------------------------------------------------------------------------------------------------------------- Pioneer Solutions -- Conservative Fund $0 $1,821,912 -------------------------------------------------------------------------------------------------------------------------------- Pioneer Solutions -- Growth Fund ($1,427,838) $36,055,988 -------------------------------------------------------------------------------------------------------------------------------- Pioneer Solutions -- Balanced Fund $0 $15,746,285 --------------------------------------------------------------------------------------------------------------------------------
Fifth, any capital loss carryforwards from prior years, any net current-year capital losses, and, potentially, any unrealized capital losses will benefit the shareholders of the combined fund, rather than only the shareholders of the combining fund that incurred the loss. Even if a particular limitation described above would not be triggered solely by a particular Reorganization, the limitation may be triggered by the Reorganization and one or more other transactions entered into by the Acquiring Fund or the applicable Acquired Fund (including, potentially, the Reorganization of the other Acquired Fund). By reason of the foregoing rules, shareholders of an Acquired Fund that are not generally exempt from federal income taxation may pay more taxes, or pay taxes sooner, than they otherwise would have if the Acquired Fund's Reorganization did not occur. 40 TERMS OF THE AGREEMENT AND PLAN OF REORGANIZATION The Reorganizations o Each Reorganization is scheduled to occur as of the close of business on January 19, 2018 but may occur on such later date as the parties may agree to in writing. o Each Acquired Fund will transfer all of its assets to the Acquiring Fund. The Acquiring Fund will assume all of the Acquired Fund's liabilities. The net asset value of each Pioneer Fund will be computed as of the close of regular trading on the New York Stock Exchange on the Closing Date. o The Acquiring Fund will issue Class A, Class C, Class R and Class Y shares to each Acquired Fund with an aggregate net asset value equal to the aggregate net asset value of the Acquired Fund's Class A, Class C, Class R and Class Y shares, respectively. o Shares of the Acquiring Fund will immediately be distributed to you on a class-by-class basis in proportion to the relative net asset value of your holdings of shares of each class of the applicable Acquired Fund on the Closing Date. As a result, each Acquired Fund's Class A, Class C, Class R and Class Y shareholders will end up as Class A, Class C, Class R and Class Y shareholders, respectively, of the Acquiring Fund. The shares of each class of Acquiring Fund shares that you receive in a Reorganization will have the same aggregate net asset value as your holdings of shares of the corresponding class of the applicable Acquired Fund immediately prior to the Reorganization. The net asset value attributable to a class of shares of each fund will be determined using the Pioneer Funds' valuation policies and procedures. Each fund's valuation policies and procedures are identical. o After the shares are issued, the applicable Acquired Fund will be dissolved. o No sales load, contingent deferred sales charge, commission, redemption fee or other transactional fee will be charged as a result of the Reorganizations. After each Reorganization, any contingent deferred sales charge that applied to Class A (if applicable) or Class C shares of the Acquired Fund at the time of the Reorganization will continue to apply for the remainder of the applicable holding period at the time of the Reorganization. In calculating any applicable contingent deferred sales charge, the period during which you held your shares will be included in the holding period of the shares of the combined fund you receive as a result of the applicable Reorganization. o Each Reorganization, itself, generally is not expected to result in gain or loss being recognized for federal income tax purposes by shareholders of your fund or the Acquiring Fund, or by either your fund or the Acquiring Fund, except as set forth below under the heading "Tax Status of the Reorganizations." A Reorganization will not take place unless both funds involved in the Reorganization receive a tax opinion from Morgan, Lewis & Bockius LLP, counsel to the funds, as described below under the heading "Tax Status of the Reorganizations." Agreement and Plan of Reorganization The Agreement and Plan of Reorganization with respect to the Reorganizations is attached as Exhibit A to this Information Statement/Prospectus. Material provisions of the Agreement and Plan of Reorganization are described below, but are qualified in their entirety by the attached copy. Cancellation of Share Certificates. If your shares are represented by one or more share certificates before the Closing Date, on the Closing Date all certificates will be canceled, will no longer evidence ownership of the applicable Acquired Fund's shares and will evidence ownership of shares of the combined fund. The combined fund will not issue share certificates in the Reorganizations. Conditions to Closing the Reorganization. The obligation of each Acquired Fund to consummate its Reorganization with the Acquiring Fund is subject to the satisfaction of certain conditions, including the performance by the Acquiring Fund of all its obligations under the Agreement and Plan of Reorganization and the receipt of all consents, orders and permits necessary to consummate the Reorganization (see Agreement and Plan of Reorganization, Section 6). The obligation of the Acquiring Fund to consummate a Reorganization with an Acquired Fund is subject to the satisfaction of certain conditions, including such Acquired Fund's performance of all of its obligations under the Agreement and Plan of Reorganization, the receipt of certain documents and financial statements from such Acquired Fund and the receipt of all consents, orders and permits necessary to consummate the Reorganization (see Agreement and Plan of Reorganization, Section 7). The funds' obligations are subject to the receipt of a favorable opinion of Morgan, Lewis & Bockius LLP as to the federal income tax consequences of the applicable Reorganization (see Agreement and Plan of Reorganization, Section 8.4). 41 Termination of Agreement and Plan of Reorganization. The Board of Trustees of any fund involved in a Reorganization may terminate the Agreement and Plan of Reorganization with respect to that Reorganization at any time before the Closing Date of such Reorganization, if the Board believes that proceeding with such Reorganization would no longer be in the best interests of shareholders of the applicable fund. Expenses of the Reorganization. Each Acquired Fund will bear approximately 25% of the expenses incurred in connection with the Reorganization of such Acquired Fund, including expenses associated with the preparation, printing and mailing of any shareholder communications (including this Information Statement/Prospectus), any filings with the SEC and other governmental agencies in connection with the Reorganization, audit fees and legal fees ("Reorganization Costs"). The Acquiring Fund agrees to bear 25% of the Reorganization Costs incurred in connection with each Reorganization. Amundi Pioneer will bear the remaining 50% of the Reorganization Costs. Expenses will, however, be paid by the party directly incurring the expenses to the extent that the payment by another person would result in a failure by any fund to qualify for treatment as a "regulated investment company" within the meaning of Section 851 of the Internal Revenue Code or would prevent a Reorganization from qualifying as a "reorganization" within the meaning of Section 368 of the Internal Revenue Code or otherwise result in the imposition of tax on a fund or on a fund's shareholders. TAX STATUS OF THE REORGANIZATIONS Each Reorganization is conditioned upon the receipt by the applicable Acquired Fund and the Acquiring Fund of an opinion from Morgan, Lewis & Bockius LLP, counsel to the Pioneer Funds, substantially to the effect that, for federal income tax purposes: o The transfer to the Acquiring Fund of all of your fund's assets in exchange solely for the issuance of the Acquiring Fund's shares to your fund and the assumption of all of your fund's liabilities by the Trust, on behalf of the Acquiring Fund, followed by the distribution of the Acquiring Fund's shares to the shareholders of your fund in complete liquidation of your fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code, and each of your fund and the Acquiring Fund will be a "party to a reorganization" within the meaning of Section 368(b) of the Internal Revenue Code; o No gain or loss will be recognized by your fund in the Reorganization upon (1) the transfer of all of its assets to the Acquiring Fund and the assumption of all of its liabilities by the Acquiring Fund as described above or (2) the distribution by your fund of the Acquiring Fund's shares to your fund's shareholders in complete liquidation of your fund, except for (A) any gain or loss that may be recognized with respect to "section 1256 contracts" as defined in Section 1256(b) of the Internal Revenue Code, (B) any gain that may be recognized on the transfer of stock in a "passive foreign investment company" as defined in Section 1297(a) of the Internal Revenue Code, and (C) any other gain or loss that may be required to be recognized as a result of the closing of your fund's taxable year or upon the transfer of an asset regardless of whether such transfer would otherwise be a non-recognition transaction under the Internal Revenue Code; o The tax basis in the hands of the Acquiring Fund of the assets of your fund transferred to the Acquiring Fund in the Reorganization will be the same as the tax basis of those assets in the hands of your fund immediately before the transfer of those assets, increased by the amount of gain (or decreased by the amount of loss), if any, recognized by your fund on the transfer; o The holding period in the hands of the Acquiring Fund of each asset of your fund transferred to the Acquiring Fund in the Reorganization, other than assets with respect to which gain or loss is required to be recognized in the Reorganization, will include the period during which that asset was held by your fund (except where investment activities of the Acquiring Fund will have the effect of reducing or eliminating the holding period with respect to an asset); o No gain or loss will be recognized by the Acquiring Fund upon its receipt of your fund's assets solely in exchange for shares of the Acquiring Fund and the assumption of your fund's liabilities as part of the Reorganization; o You will not recognize gain or loss upon the exchange of your shares for shares of the Acquiring Fund as part of the Reorganization; o The aggregate tax basis of the Acquiring Fund shares you receive in the Reorganization will be the same as the aggregate tax basis of the shares of your fund that you surrender in the exchange; and o The holding period of the Acquiring Fund shares you receive in the Reorganization will include the holding period of the shares of your fund that you surrender in the exchange, provided that you hold the shares of your fund as capital assets on the date of the exchange. In rendering such opinion, counsel shall rely upon, among other things, certain facts, assumptions and representations of your fund and the Acquiring Fund. The condition that each fund receives such an opinion may not be waived. 42 No tax ruling has been or will be received from the Internal Revenue Service ("IRS") in connection with either Reorganization. An opinion of counsel is not binding on the IRS or a court, and no assurance can be given that the IRS would not assert, or a court would not sustain, a contrary position. Immediately prior to the applicable Reorganization, your fund is expected to declare and pay a dividend, which, together with all previous dividends, is intended to have the effect of distributing to your fund's shareholders all of your fund's investment company taxable income (computed without regard to the dividends-paid deduction), all of its net tax-exempt income, and all of its net capital gain (after deduction of any available capital loss carryover) for taxable years ending on or prior to the applicable Closing Date. The amounts of such distributions are estimated as of July 31, 2017 to be as set forth in the table below. The amounts set forth in the table below are estimates based on each fund's income and capital gains expected to be realized as if its taxable year ended on the Closing Date. Amounts actually distributed to shareholders immediately prior to the Reorganization may be higher or lower than the amounts set forth in the table below Fund Distribution Amount (per share) -------------------------------------------------------------------------- Pioneer Solutions -- Conservative Fund $0.10 of ordinary income -------------------------------------------------------------------------- Pioneer Solutions -- Growth Fund $0.29 of long-term capital gains -------------------------------------------------------------------------- Pioneer Solutions -- Balanced Fund <$0.01 of ordinary income -------------------------------------------------------------------------- Any such distributions will generally result in taxable income to you. The foregoing discussion is very general and does not take into account any considerations that may apply to certain classes of taxpayers who are subject to special circumstances, such as shareholders who are not citizens of or residents of the United States, insurance companies, tax-exempt organizations, financial institutions, dealers in securities or foreign currencies, or persons who hold their shares as part of a straddle or conversion transaction. You should consult your tax adviser for the particular tax consequences to you of the transaction, including the applicability of any state, local or foreign tax laws. 43 CLASSES OF SHARES OF THE FUNDS The table below provides information regarding the characteristics and fee structure of Class A, Class C, Class R and Class Y shares of the Pioneer Funds. The policies disclosed below apply to each Pioneer Fund.
Class A The Class A shares of each Pioneer Fund have the same characteristics and fee structure. sales charges o Class A shares are offered with an initial sales charge of up to 5.75% of the offering price, which is reduced and fees 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. o There is no contingent deferred sales charge, except in certain circumstances when no initial sales charge is charged. o Class A shares are subject to distribution and service (12b-1) fees of 0.25% of average daily net assets. ------------------------------------------------------------------------------------------------------------------------------------ Class C The Class C shares of each Pioneer Fund have the same characteristics and fee structure. sales charges o Class C shares are offered without an initial sales charge. and fees o Class C shares are subject to a contingent deferred sales charge of 1% 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 Class C shares are subject to distribution and service (12b-1) fees of 1.00% of average daily net assets. o Class C shares do not convert to another share class. o The maximum purchase amount (per transaction) for Class C shares is $499,999. ------------------------------------------------------------------------------------------------------------------------------------ Class R The Class R shares of each Pioneer Fund have the same characteristics and fee structure. sales charges o Class R shares are offered without an initial sales charge. and fees o Class R shares are not subject to a contingent deferred sales charge. o Class R shares are subject to distribution (12b-1) fees of 0.50% of average daily net assets. A separate service plan provides for payment to financial intermediaries of up to 0.25% of average daily net assets. o Class R shares are generally available only through certain tax-deferred retirement plans and related accounts. ------------------------------------------------------------------------------------------------------------------------------------ Class Y The Class Y shares of each Pioneer Fund have the same characteristics and fee structure. sales charges o Class Y shares are offered without an initial sales charge. and fees o Class Y shares are not subject to a contingent deferred sales charge. o Class Y shares are not subject to distribution and service (12b-1) fees. o Initial investments are subject to a $5 million investment minimum, which may be waived in some circumstances.
44 BUYING, EXCHANGING AND SELLING SHARES OF THE FUNDS The table below provides information regarding how to buy, exchange and sell shares of the Pioneer Funds. The policies disclosed below apply to each Pioneer Fund.
------------------------------------------------------------------------------------------------------------------------------- Buying, Exchanging and Selling Shares ------------------------------------------------------------------------------------------------------------------------------- Buying shares 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 initial Your initial investment for Class A or Class C shares must be at least $1,000. Additional investments investment must be at least $100 for Class A shares and $500 for Class C shares. The initial investment for 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 Y shares. There is no minimum additional investment amount for Class Y shares. There is no minimum investment amount for Class R 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. ------------------------------------------------------------------------------------------------------------------------------- Maximum purchase Purchases of each Pioneer Fund shares are limited to $499,999 for Class C shares. These limits are amounts applied on a per transaction basis. There is no maximum purchase for Class A, Class R or Class Y shares. ------------------------------------------------------------------------------------------------------------------------------- Exchanging shares 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. ------------------------------------------------------------------------------------------------------------------------------- Selling shares 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. If the shares you are selling are subject to a deferred sales charge, it will be deducted from the sale proceeds. Each Pioneer 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 Pioneer Fund uses to make such payment. If you recently sent a check to purchase the shares being sold, the Pioneer 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 a Pioneer 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.
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----------------------------------------------------------------------------------------------------------------------------- Buying, Exchanging and Selling Shares ----------------------------------------------------------------------------------------------------------------------------- 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, a Pioneer Fund expects to meet redemption requests by using cash or cash equivalents in its portfolio and/or selling portfolio assets to generate cash. Each Pioneer Fund also may pay redemption proceeds using cash obtained through a committed, unsecured revolving credit facility, an interfund lending facility, and other borrowing arrangements that may be available from time to time. Each Pioneer Fund reserves the right to redeem in kind, that is, to pay all or a portion of your redemption proceeds by giving you securities. 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. Each Pioneer Fund may redeem in kind at a shareholder's request or, for example, if the Pioneer Fund reasonably believes that a cash redemption may have a substantial impact on the Pioneer Fund and its remaining shareholders. During periods of stressed market conditions, a Pioneer Fund may be more likely to pay redemption proceeds by giving you securities. ----------------------------------------------------------------------------------------------------------------------------- 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.pioneerinvestments.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. A 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. A 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. To the extent that the fund invests in shares of other mutual funds that are not traded on an exchange, such shares of other mutual 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.
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---------------------------------------------------------------------------------------------------------------------------- Buying, Exchanging and Selling Shares ---------------------------------------------------------------------------------------------------------------------------- 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.
47 ADDITIONAL INFORMATION ABOUT THE PIONEER FUNDS Investment adviser Amundi Pioneer Asset Management, Inc., as each fund's investment adviser (the "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 September 30, 2017, Amundi had more than $1.6 trillion in assets under management worldwide. As of September 30, 2017, Amundi Pioneer (and its U.S. affiliates) had over $88 billion in assets under management. Amundi Pioneer Asset Management, Inc.'s main office is at 60 State Street, Boston, Massachusetts 02109. The firm's U.S. mutual fund investment history includes creating one of the first mutual funds in 1928. On July 3, 2017, Amundi acquired Pioneer Investments, a group of asset management companies located throughout the world, including the funds' investment adviser. Prior to July 3, 2017, Pioneer Investments was owned by Pioneer Global Asset Management S.p.A., a wholly owned subsidiary of UniCredit S.p.A. Prior to July 3, 2017, the funds' investment adviser was named Pioneer Investment Management, Inc. A new investment management contract between each fund and the investment adviser became effective on July 3, 2017. The Adviser has received an order from the Securities and Exchange Commission that permits Amundi Pioneer, subject to the approval of each Pioneer 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 Pioneer Fund without shareholder approval. Amundi Pioneer retains the ultimate responsibility to oversee and recommend the hiring, termination and replacement of any unaffiliated subadviser. Portfolio managers Day-to-day management of the combined fund's portfolio is the responsibility of Kenneth J. Taubes and Marco Pirondini. Mr. Taubes and Mr. Pirondini may draw upon the research and investment management expertise of the firm's research teams, which provide fundamental and quantitative research on companies on a global basis, and include members from one or more of Amundi Pioneer's affiliates. Mr. Taubes is Chief Investment Officer, U.S. and Executive Vice President at Amundi Pioneer. Mr. Taubes is responsible for overseeing the U.S. and global fixed income teams. He joined Amundi Pioneer as a Senior Vice President in September 1998 and has been an investment professional since 1982. Mr. Pirondini is Executive Vice President and Head of Equities U.S. at Amundi Pioneer. From 2004 until 2010, Mr. Pirondini was Global Chief Investment Officer of Amundi Pioneer, overseeing equity, fixed income, balanced and quantitative portfolio management, and quantitative and fundamental research divisions. Mr. Pirondini joined a predecessor organization to Amundi Pioneer in 1991. Distributor Amundi Pioneer Distributor, Inc. is each Pioneer Fund's distributor. Each Pioneer Fund compensates the distributor for its services. The distributor is an affiliate of Amundi Pioneer. Prior to July 3, 2017, the funds' distributor was named Pioneer Funds Distributor, Inc. Disclosure of portfolio holdings Each Pioneer Fund's policies and procedures with respect to the disclosure of its portfolio securities are described in the fund's statement of additional information. Distribution and service arrangements ------------------------------------- Distribution Plan Each Pioneer Fund has adopted a distribution plan for its Class A, Class C and Class R shares in accordance with Rule 12b-1 under the 1940 Act. Under each plan, a Pioneer Fund pays distribution and service fees to the distributor. Because these fees are an ongoing expense of a Pioneer 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. 48 Class R shares service plan Each Pioneer 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 Pioneer 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 Pioneer Fund. Additional Payments to Financial Intermediaries Your financial intermediary may receive compensation from a Pioneer 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 a Pioneer 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 a Pioneer Fund, or from the retention of a portion of sales charges or distribution and 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). To 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 a Pioneer 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 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. Choosing a Class of Shares -------------------------- See "Classes of Shares of the Funds" for information regarding the characteristics and fee structure of Class A, Class C, Class R and Class Y shares of the Pioneer Funds. Each class has different eligibility requirements, sales charges and expenses, allowing you to choose the class that best meets your needs. 49 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 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. For information on each Pioneer Fund's expenses, please see "Comparison of Fees and Expenses." 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. 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 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. 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. Share class eligibility -- 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). Initial Sales Charge (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 a Pioneer Fund.
Sales Charges for Class A Shares ------------------------------------------------------------------------------------------------- Sales charge as % of ------------------------------------------------------------------------------------------------- Amount of Purchase Offering price Net amount 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 Pioneer Fund shares may be higher or lower due to rounding. 50 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) The availability of certain sales charge waivers and discounts may depend on whether you purchase your shares directly from a Pioneer Fund or through a financial intermediary. Please see the "Intermediary defined sales charge waiver policies" section for more information. 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 a Pioneer 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 a Pioneer 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 Pioneer 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. Any share class for which no sales charge is paid cannot be included under the letter of intent. For more information regarding letters of intent, please contact your investment professional or obtain and read the statement of additional information. 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 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.pioneerinvestments.com. The website includes hyperlinks that facilitate access to this information. 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. 51 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; 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; and 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. 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 52 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). 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) 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: o 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); o 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); o It is rolled over to or reinvested in another Pioneer mutual fund in the same class of shares, which will be subject to the CDSC of the shares originally held; or 53 o 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: o A return of excess employee deferrals or contributions; o A qualifying hardship distribution as described in the Internal Revenue Code; o Due to retirement or termination of employment; o 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; or o The distributor does not pay the selling broker a commission normally paid at the time of the sale. 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. 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 Pioneer 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 Pioneer Fund. You may be required to obtain a signature guarantee to make certain changes to an existing account. Call or write to the Pioneer Fund for account applications, account options forms and other account information: Pioneer Funds P.O. Box 55014 Boston, Massachusetts 02205-5014 Telephone 1-800-225-6292 Please note that there may be a delay in receipt by the transfer agent of applications submitted by regular mail to a post office address. Each Pioneer 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 Pioneer Funds' distributor, the Pioneer 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. A Pioneer 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. 54 Investing through financial intermediaries and retirement plans If you invest in a Pioneer 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 Information Statement/Prospectus. Shareholders investing through 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 a Pioneer 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 Pioneer 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 a Pioneer 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 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 Transaction limitations Your transactions are subject to certain limitations, including the limitation on the purchase of a Pioneer Fund's shares within 30 calendar days of a redemption. See "Excessive trading." Buying, exchanging and selling shares ------------------------------------- Buying You may buy a Pioneer Fund's 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 Pioneer 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 shares of a Pioneer Fund. 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. 55 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. A Pioneer 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 R shares There is no minimum investment amount for Class R shares, although investments are subject to the Pioneer Fund's policies regarding small accounts. Class Y shares Your initial investment in 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 Y shares. There is no minimum additional investment amount. A Pioneer Fund may waive the initial investment amount. Waiver of the minimum investment amount for Class Y The fund will accept an initial investment of less than $5 million if: (a) The investment is made by a trust company or bank trust department which is initially investing at least $1 million in any of the Pioneer mutual funds and, at the time of the purchase, such assets are held in a fiduciary, advisory, custodial or similar capacity over which the trust company or bank trust department has full or shared investment discretion; or (b) The investment is at least $1 million in any of the Pioneer mutual funds and the purchaser is an insurance company separate account; or (c) The account is not represented by a broker-dealer and the investment is made by (1) an ERISA-qualified retirement plan that meets the requirements of Section 401 of the Internal Revenue Code, (2) an employer-sponsored retirement plan that meets the requirements of Sections 403 or 457 of the Internal Revenue Code, (3) a private foundation that meets the requirements of Section 501(c)(3) of the Internal Revenue Code or (4) an endowment or other organization that meets the requirements of Section 509(a)(1) of the Internal Revenue Code; or (d) The investment is made by an employer-sponsored retirement plan established for the benefit of (1) employees of 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; or (e) The investment is made through certain mutual fund programs sponsored by qualified intermediaries, such as broker-dealers and investment advisers. In each case, the intermediary has entered into an agreement with Amundi Pioneer to include Class Y shares of the Pioneer mutual funds in their program. The intermediary provides investors participating in the program with additional services, including advisory, asset allocation, recordkeeping or other services. You should ask your investment firm if it offers and you are eligible to participate in such a mutual fund program and whether participation in the program is consistent with your investment goals. The intermediaries sponsoring or participating in these mutual fund programs may also offer their clients other classes of shares of the funds and investors may receive different levels of services or pay different fees depending upon the class of shares included in the program. Investors should consider carefully any separate transaction and other fees charged by these programs in connection with investing in each available share class before selecting a share class; or (f) The investment is made by another Pioneer fund. The fund reserves the right to waive the initial investment minimum in other circumstances. Maximum purchase amounts Purchases of shares of a Pioneer Fund are limited to $499,999 for Class C shares. This limit is applied on a per transaction basis. Class A, Class R and Class Y shares are not subject to a maximum purchase amount. Retirement plan accounts You can purchase shares of a Pioneer Fund 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. 56 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 Pioneer Funds' 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 shares of a Pioneer Fund. By phone or online You can use the telephone or online purchase privilege if you have an existing non-retirement account. Certain IRAs can use the telephone purchase privilege. If your account is eligible, you can purchase additional fund shares by phone or online if: o You established your bank account of record at least 30 days ago o Your bank information has not changed for at least 30 days o You are not purchasing more than $100,000 worth of shares per account per day o You can provide the proper account identification information When you request a telephone or online purchase, the transfer agent will electronically debit the amount of the purchase from your bank account of record. The transfer agent will purchase shares of the Pioneer Fund for the amount of the debit at the offering price determined after the transfer agent receives your telephone or online purchase instruction and good funds. It usually takes three business days for the transfer agent to receive notification from your bank that good funds are available in the amount of your investment. In writing, by mail You can purchase shares of a Pioneer Fund for an existing fund account by mailing a check to the fund. Make your check payable to the Pioneer 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 Pioneer 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 Y shares only) If you have an existing (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 Pioneer Fund receives your request to purchase shares o If State Street Bank does not receive your wire by 11:00 a.m. Eastern time on the next business day, your transaction will be canceled at your expense and risk o Wire transfers normally take two or more hours to complete and a fee may be charged by the sending bank o Wire transfers may be restricted on holidays and at certain other times Instruct your bank to wire funds to: Receiving Bank: State Street Bank and Trust Company 225 Franklin Street Boston, MA 02101 ABA Routing No. 011000028 For further credit to: Shareholder Name Existing Pioneer Account No. [Name of Pioneer Fund] The transfer agent must receive your account application before you send your initial check or federal funds wire. In addition, you must provide a bank wire address of record when you establish your account. 57 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. Each Pioneer 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. How to exchange shares Through your investment firm Normally, your investment firm will send your exchange request to the Pioneer 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 shares of a Pioneer Fund 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 shares of a Pioneer Fund by mailing or faxing a letter of instruction to the fund. You can exchange shares of a Pioneer Fund directly through the Pioneer 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 Pioneer 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 Pioneer 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. Each Pioneer 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 Pioneer Fund uses to make such payment. If you recently sent a check to purchase the shares being sold, the Pioneer 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 a Pioneer 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, a Pioneer Fund expects to meet redemption requests by using cash or cash equivalents in its portfolio and/or selling portfolio assets to generate cash. Each Pioneer Fund also may pay redemption proceeds using cash obtained through a committed, unsecured revolving credit facility, an interfund lending facility, and other borrowing arrangements that may be available from time to time. Each Pioneer Fund reserves the right to redeem in kind, that is, to pay all or a portion of your redemption proceeds by giving you securities. 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. Each Pioneer Fund may redeem in kind at a shareholder's request or, for example, if the Pioneer Fund reasonably believes that a cash redemption may have a substantial impact on the Pioneer Fund and its remaining shareholders. During periods of stressed market conditions, a Pioneer Fund may be more likely to pay redemption proceeds 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 Pioneer Funds' transfer agent. Consult your investment professional for more information. Each Pioneer Fund has authorized the distributor to act as its agent in the repurchase of fund shares from qualified investment firms. Each Pioneer 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 shares of a Pioneer Fund 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 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). 59 In writing, by mail or by fax You can sell some or all of your shares of a Pioneer Fund by writing directly to the Pioneer Fund only if your account is registered in your name. Include in your request your name, the name of the Pioneer Fund, your fund account number, the class of shares to be sold, the dollar amount or number of shares to be sold and any other applicable requirements as described below. The transfer agent will send the sale proceeds to your address of record unless you provide other instructions. Your request must be signed by all registered owners and be in good order. The transfer agent will not process your request until it is received in good order. You may sell up to $100,000 per account per day by fax. 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 Amundi Pioneer 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 55014 Boston, Massachusetts 02205-5014 Amundi Pioneer website us.pioneerinvestments.com By fax Fax your exchange and sale requests to: 1-800-225-4240 Account options See the account application form for more details on each of the following services or call the transfer agent for details and availability. Telephone transaction privileges If your account is registered in your name, you can buy, exchange or sell shares of the Pioneer Funds 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. Each Pioneer 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 a Pioneer 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. 60 To establish online transaction privileges: o For new accounts, complete the online section of the account application o For existing accounts, complete an account options form, write to the transfer agent or complete the online authorization screen at us.pioneerinvestments.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. Each Pioneer 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. Periodic investments You can make periodic investments in a Pioneer 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 transfer agent will make a periodic investment in shares of a Pioneer Fund by means of a preauthorized electronic funds transfer from your bank account. Your plan investments are voluntary. You may discontinue your plan at any time or change the plan's dollar amount, frequency or investment date by calling or writing to the transfer agent. You should allow up to 30 days for the transfer agent to establish your plan. Automatic exchanges You can automatically exchange your shares of a Pioneer Fund 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 Each Pioneer Fund offers three distribution options. Any shares of a Pioneer Fund 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 a Pioneer Fund will automatically be invested in additional fund shares. (2) You may elect to have the amount of any dividends paid to you in cash and any capital gain distributions reinvested in additional shares. (3) You may elect to have the full amount of any dividends and/or capital gain distributions paid to you in cash. Options (2) and (3) are not available to retirement plan accounts or accounts with a current value of less than $500. If you are under 59 1/2, taxes and tax penalties may apply. If your distribution check is returned to the transfer agent or you do not cash the check for six months or more, the transfer agent may reinvest the amount of the check in your account and automatically change the distribution option on your account to option (1) until you request a different option in writing. If the amount of a distribution check would be less than $25, the Pioneer Fund may reinvest the amount in additional shares of the fund instead of sending a check. Additional shares of the Pioneer Fund will be purchased at the then-current net asset value. 61 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 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 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. Shareholder services and policies --------------------------------- Excessive trading Frequent trading into and out of a Pioneer Fund can disrupt portfolio management strategies, harm the Pioneer Fund's performance by forcing the Pioneer 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 Pioneer 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. Each Pioneer 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 a Pioneer Fund's shares to be excessive for a variety of reasons, such as if: o You sell shares within a short period of time after the shares were purchased; o You make two or more purchases and redemptions within a short period of time; o You enter into a series of transactions that indicate a timing pattern or strategy; or o We reasonably believe that you have engaged in such practices in connection with other mutual funds. Each Pioneer Fund's Board of Trustees has adopted policies and procedures with respect to frequent purchases and redemptions of fund shares by investors in the Pioneer Fund. 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 a Pioneer Fund, we will ask the investor, broker or other intermediary to 62 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 shareholders of the Pioneer Fund. 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 a Pioneer Fund may be adversely affected. Frequently, shares of a Pioneer Fund are held through omnibus accounts maintained by financial intermediaries such as brokers and retirement plan administrators, where the holdings of multiple shareholders, such as all the clients of a particular broker or other intermediary, are aggregated. Our ability to monitor trading practices by investors purchasing shares through omnibus accounts may be limited and dependent upon the cooperation of the broker or other intermediary in taking steps to limit this type of activity. Each Pioneer Fund may reject a purchase or exchange order before its acceptance or the issuance of shares. Each Pioneer 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 Pioneer Fund believes are requested on behalf of market timers. Each Pioneer Fund reserves the right to reject any purchase or exchange request by any investor or financial institution if the Pioneer Fund believes that any combination of trading activity in the account or related accounts is potentially disruptive to the fund. A prospective investor whose purchase or exchange order is rejected will not achieve the investment results, whether gain or loss, that would have been realized if the order had been accepted and an investment made in the fund. A Pioneer Fund and its shareholders do not incur any gain or loss as a result of a rejected order. Each Pioneer Fund may impose further restrictions on trading activities by market timers in the future. To limit the negative effects of excessive trading, each Pioneer 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 a Pioneer Fund, that investor shall be prevented (or "blocked") from purchasing shares of the Pioneer 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 Pioneer 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. We rely on financial intermediaries that maintain omnibus accounts to apply to their customers either the Pioneer Funds' policy described above or the intermediaries' own policies or restrictions designed to limit excessive trading of shares of a Pioneer Fund. 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 a Pioneer Fund provided that Amundi Pioneer, in its sole discretion, determines that the securities are consistent with the Pioneer Fund's objective and policies and their acquisition is in the best interests of the Pioneer Fund. If the Pioneer Fund accepts your securities, they will be valued for purposes of determining the number of shares of the Pioneer Fund 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 shares of the Pioneer Fund for cash in an amount equal to the value of the shares of the Pioneer fund that you purchase. Your broker may also impose a fee in connection with processing your purchase of shares of a Pioneer Fund 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 transfer agent no more than 90 days after selling your shares and o The registration of the account in which you reinvest your sale proceeds must be identical to the registration of the account from which you sold your shares. Purchases pursuant to the reinstatement privilege are subject to limitations on investor transactions, including the limitation on the purchase of a Pioneer Fund's shares within 30 calendar days of redemption. See "Excessive trading." 63 When you elect reinstatement, you are subject to the provisions outlined in the selected the Pioneer Fund's prospectus, including the fund's minimum investment requirement. Your sale proceeds will be reinvested in shares of the Pioneer Fund at the Class A net asset value per share determined after the transfer agent receives your written request for reinstatement. You may realize a gain or loss for federal income tax purposes as a result of your sale of shares of a Pioneer Fund, and special tax rules may apply if you elect reinstatement. Consult your tax adviser for more information. Amundi Pioneer website us.pioneerinvestments.com The website includes a full selection of information on mutual fund investing. You can also use the website to get: o Your current account information o Prices, returns and yields of all publicly available Pioneer mutual funds o Prospectuses, statements of additional information and shareowner reports for all the Pioneer mutual funds o A copy of 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 and yields of all publicly available Pioneer mutual funds o Make computer-assisted telephone purchases, exchanges and redemptions for your fund accounts o Request account statements If you plan to use FactFone(SM) to make telephone purchases and redemptions, first you must activate your personal identification number and establish your bank account of record. If your account is registered in the name of a broker-dealer or other third party, you may not be able to use FactFone(SM). 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 a Pioneer 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. Confirmation statements The Pioneer Funds' 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 Amundi Pioneer combined account statement will be mailed to you each quarter. Tax information Early each year, each Pioneer Fund will mail you information about the tax status of the dividends and distributions paid to you by the Pioneer 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 Pioneer Funds' transfer agent will mail you a tax form reflecting the total amount(s) of distribution(s) received by the end of January. 64 Privacy Each Pioneer 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. Each Pioneer 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 shares of a Pioneer Fund o Redeeming shares for which you hold a share certificate o Requesting certain types of changes for your existing account You can obtain a signature guarantee from most broker-dealers, banks, credit unions (if authorized under state law) and federal savings and loan associations. You cannot obtain a signature guarantee from a notary public. The Pioneer funds generally accept only medallion signature guarantees. A medallion signature guarantee may be obtained from a domestic bank or trust company, broker, dealer, clearing agency, savings association, or other financial institution that is participating in a medallion program recognized by the Securities Transfer Association. Signature guarantees from financial institutions that are not participating in one of these programs are not accepted as medallion signature guarantees. A Pioneer Fund may accept other forms of guarantee from financial intermediaries in limited circumstances. Fiduciaries and corporations are required to submit additional documents to sell shares of a Pioneer Fund. Minimum account size Each Pioneer Fund requires that you maintain a minimum account value of $500. If you hold less than $500 in your account, each Pioneer 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 a Pioneer Fund by telephone or accessing us.pioneerinvestments.com during times of market volatility or disruption in telephone or Internet service. On New York Stock Exchange holidays or on days when the exchange closes early, Amundi Pioneer will adjust the hours for the telephone center and for online transaction processing accordingly. If you are unable to access us.pioneerinvestments.com or reach a Pioneer Fund by telephone, you should communicate with the Pioneer Fund in writing. Share certificates The Pioneer Funds do not offer share certificates. Shares are electronically recorded. Any existing certificated shares can only be sold by returning your certificate to the transfer agent, along with a letter of instruction or a stock power (a separate written authority transferring ownership) and a signature guarantee. Other policies Each Pioneer 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. Each Pioneer 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 Each Pioneer 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 upon at least 30 days' notice. A Pioneer 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 65 Dividends, capital gains and taxes ---------------------------------- Dividends and capital gains Each Pioneer Fund generally pays any distributions of net short- and long-term capital gains in November. Each Pioneer Fund generally pays dividends from any net investment income in December. Each Pioneer 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 a Pioneer 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 a Pioneer Fund, whether you take the distributions in cash or reinvest them in additional shares. For U.S. federal income tax purposes, distributions from a Pioneer 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 a Pioneer 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 a Pioneer Fund's "qualified dividend income" and if certain conditions, including holding period requirements, are met by the Pioneer 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 a Pioneer 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 a Pioneer Fund (but none of the Pioneer Fund's capital gain distributions) may qualify for the dividends-received deduction for corporations. Each Pioneer Fund will report to shareholders annually the U.S. federal income tax status of all fund distributions. If a Pioneer 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 you receive 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 Pioneer 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. 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 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 applicable Pioneer 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 Pioneer 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 28%. 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 Pioneer Fund dividends or other distributions or on sales or exchanges of Pioneer Fund shares. However, in the case of Pioneer Fund shares held through a nonqualified deferred compensation plan, Pioneer 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 applicable Pioneer Fund or effecting such sales or exchanges. 66 Plan participants whose retirement plan invests in a Pioneer Fund generally are not subject to federal income tax on the Pioneer Fund's dividends or other distributions received by the plan or on sales or exchanges of the Pioneer Fund's shares by the plan. However, 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 a Pioneer Fund. You may also consult the Pioneer Fund's statement of additional information for a more detailed discussion of the U.S. federal income tax considerations that may affect the Pioneer Fund and its shareowners. Intermediary defined sales charge waiver policies ------------------------------------------------- Merrill Lynch Effective April 10, 2017, shareholders purchasing fund shares through a Merrill Lynch platform or account are eligible only for the following sales charge waivers (front-end sales charge waivers and CDSC waivers) and discounts, which may differ from those disclosed elsewhere in this Information Statement/Prospectus or the Pioneer Fund's statement of additional information. Front-End Sales Charge Waivers for 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 plan is a group plan (more than one participant), the shares are not held in a commission-based brokerage account and shares are held in the name of the plan through an omnibus account o Shares purchased by or through a 529 Plan o Shares purchased through a Merrill Lynch affiliated investment advisory program 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 in the month of or following the 10-year anniversary of the purchase date o Employees and registered representatives of Merrill Lynch or its affiliates and their family members o Trustees of the fund, and employees of the fund's investment adviser or any of its affiliates, as described in this prospectus o Shares purchased from the proceeds of redemptions within the Pioneer 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) 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 due to the shareholder reaching age 70 1/2 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 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) 67 Front-End Sales Charge Discounts for Class A Shares 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, will be automatically calculated based on the aggregated holding of Pioneer fund family assets held by accounts within the purchaser's household at Merrill Lynch. Eligible Pioneer 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 the Pioneer fund family, through Merrill Lynch, over a 13-month period of time (if applicable) 68 FINANCIAL HIGHLIGHTS The financial highlights table helps you understand the Acquiring Fund's financial performance for the past five years and, if applicable, for any recent semiannual period. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that you would have earned or lost on an investment in Class A, Class C, Class R or Class Y shares of the Acquiring Fund (assuming reinvestment of all dividends and distributions). The Acquiring Fund will be the accounting survivor of the Reorganization. As the accounting survivor, the Acquiring Fund's operating history will be used for financial reporting purposes after consummation of the Reorganization. The information below for the fiscal years ended July 31, 2017 and July 31, 2013 has been audited by Ernst & Young LLP, independent registered public accounting firm, whose report is included in the Acquiring Fund's annual report along with the Acquiring Fund's financial statements. The information below for the fiscal years ended July 31, 2014 through July 31, 2016 was audited by another independent registered public accounting firm. The Acquiring Fund's annual is available upon request. 69
Financial Highlights PIONEER SOLUTIONS -- BALANCED FUND Year Year Year Year Year Ended Ended Ended Ended Ended 7/31/17 7/31/16** 7/31/15** 7/31/14** 7/31/13 --------------------------------------------------------------- Class A Net asset value, beginning of year $ 11.35 $ 12.78 $ 12.73 $ 11.72 $ 10.46 ----------------------------------------------------------------------------------------------------------------------------- Increase (decrease) from investment operations: Net investment income (a) $ 0.17 $ 0.20 $ 0.29 $ 0.19 $ 0.21 Net realized and unrealized gain (loss) on investments 0.61 (0.50) 0.12 1.03 1.27 ----------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) from investment operations $ 0.78 $ (0.30) $ 0.41 $ 1.22 $ 1.48 ----------------------------------------------------------------------------------------------------------------------------- Distributions to shareowners: Net investment income $ (0.24) $ (0.27) $ (0.36) $ (0.21) $ (0.22) Net realized gain -- (0.86) -- -- -- ----------------------------------------------------------------------------------------------------------------------------- Total distributions to shareowners $ (0.24) $ (1.13) $ (0.36) $ (0.21) $ (0.22) ----------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in net asset value $ 0.54 $ (1.43) $ 0.05 $ 1.01 $ 1.26 ----------------------------------------------------------------------------------------------------------------------------- Net asset value, end of year $ 11.89 $ 11.35 $ 12.78 $ 12.73 $ 11.72 ----------------------------------------------------------------------------------------------------------------------------- Total return* 7.04% (2.11)% 3.33% 10.48% 14.32% Ratio of net expenses to average net assets+ 0.68% 0.67% 0.66% 0.64% 0.66% Ratio of net investment income to average net assets+ 1.51% 1.77% 2.25% 1.57% 1.85% Portfolio turnover rate 27% 16% 89% 10% 9% Net assets, end of year (in thousands) $114,528 $125,608 $140,863 $136,511 $128,425 Ratios with no waivers of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Total expenses to average net assets 0.68% 0.67% 0.66% 0.64% 0.66% Net investment income to average net assets 1.51% 1.77% 2.25% 1.57% 1.85% -----------------------------------------------------------------------------------------------------------------------------
(a) Calculated using average shares outstanding for the year. * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each year. ** Beginning with the fiscal year ended July 31, 2017, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm. + In addition to the expenses which the Fund bears directly, the Fund indirectly bears pro rata shares of the expenses of the funds in which the Fund invests. Because each of the underlying funds bears its own varying expense levels and because the Fund may own differing proportions of each fund at different times, the amount of expenses incurred indirectly by the Fund will vary from time to time. 70
Financial Highlights (continued) PIONEER SOLUTIONS -- BALANCED FUND Year Year Year Year Year Ended Ended Ended Ended Ended 7/31/17 7/31/16** 7/31/15** 7/31/14** 7/31/13 ---------------------------------------------------------- Class C Net asset value, beginning of year $ 10.44 $ 11.84 $ 11.82 $ 10.92 $ 9.77 ------------------------------------------------------------------------------------------------------------------------ Increase (decrease) from investment operations: Net investment income (a) $ 0.09 $ 0.12 $ 0.17 $ 0.09 $ 0.12 Net realized and unrealized gain (loss) on investments 0.55 (0.47) 0.14 0.96 1.19 ------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) from investment operations $ 0.64 $ (0.35) $ 0.31 $ 1.05 $ 1.31 ------------------------------------------------------------------------------------------------------------------------ Distributions to shareowners: Net investment income $ (0.16) $ (0.19) $ (0.29) $ (0.15) $(0.16) Net realized gain -- $ (0.86) -- -- -- ------------------------------------------------------------------------------------------------------------------------ Total distributions to shareowners $ (0.16) $ (1.05) $ (0.29) $ (0.15) $(0.16) ------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net asset value $ 0.48 $ (1.40) $ 0.02 $ 0.90 $ 1.15 ------------------------------------------------------------------------------------------------------------------------ Net asset value, end of year $ 10.92 $ 10.44 $ 11.84 $ 11.82 $ 10.92 ------------------------------------------------------------------------------------------------------------------------ Total return* 6.26% (2.81)% 2.64% 9.70% 13.56% Ratio of net expenses to average net assets+ 1.38% 1.37% 1.35% 1.33% 1.34% Ratio of net investment income to average net assets+ 0.84% 1.10% 1.44% 0.81% 1.15% Portfolio turnover rate 27% 16% 89% 10% 9% Net assets, end of year (in thousands) $49,277 $ 59,444 $74,720 $75,377 $64,989 Ratios with no waivers of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Total expenses to average net assets 1.38% 1.37% 1.35% 1.33% 1.34% Net investment income to average net assets 0.84% 1.10% 1.44% 1.44% 1.15% ------------------------------------------------------------------------------------------------------------------------
(a) Calculated using average shares outstanding for the year. * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each year. ** Beginning with the fiscal year ended July 31, 2017, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm. + In addition to the expenses which the Fund bears directly, the Fund indirectly bears pro rata shares of the expenses of the funds in which the Fund invests. Because each of the underlying funds bears its own varying expense levels and because the Fund may own differing proportions of each fund at different times, the amount of expenses incurred indirectly by the Fund will vary from time to time. 71
Financial Highlights (continued) PIONEER SOLUTIONS -- BALANCED FUND Year Year Ended Ended 7/1/15 to 7/31/17 7/31/16**** 7/31/15**** ------------------------------------- Class R Net asset value, beginning of year $ 11.30 $ 12.78 $ 12.74 ------------------------------------------------------------------------------------------------- Increase (decrease) from investment operations: Net investment income (a) $ 0.11 $ 0.15 $ 0.01 Net realized and unrealized gain (loss) on investments 0.65 (0.47) 0.03 ------------------------------------------------------------------------------------------------- Net increase (decrease) from investment operations $ 0.76 $ (0.32) $ 0.04 ------------------------------------------------------------------------------------------------- Distributions to shareowners: Net investment income $ (0.23) $ (0.30) $ -- Net realized gain -- (0.86) -- ------------------------------------------------------------------------------------------------- Total distributions to shareowners $ (0.23) $ (1.16) $ -- ------------------------------------------------------------------------------------------------- Net increase (decrease) in net asset value $ 0.53 $ (1.48) $ 0.04 ------------------------------------------------------------------------------------------------- Net asset value, end of year $ 11.83 $ 11.30 $ 12.78 ------------------------------------------------------------------------------------------------- Total return* 6.89% (2.34)% 0.31%** Ratio of net expenses to average net assets+ 0.90% 0.90% 0.93%*** Ratio of net investment income to average net assets+ 0.98% 1.28% 0.66%*** Portfolio turnover rate 27% 16% 89% Net assets, end of year (in thousands) $ 31 $ 14 $ 10 Ratios with no waivers of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Total expenses to average net assets 1.38% 1.58% 1.00%*** Net investment income to average net assets 0.50% 0.60% 0.58%*** -------------------------------------------------------------------------------------------------
(a) Calculated using average shares outstanding for the year. * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each year. ** Not annualized. + In addition to the expenses which the Fund bears directly, the Fund indirectly bears pro rata shares of the expenses of the funds in which the Fund invests. Because each of the underlying funds bears its own varying expense levels and because the Fund may own differing proportions of each fund at different times, the amount of expenses incurred indirectly by the Fund will vary from time to time. *** Annualized. **** Beginning with the fiscal year ended July 31, 2017, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm. 72
Financial Highlights (continued) PIONEER SOLUTIONS -- BALANCED FUND Year Year Year Year Year Ended Ended Ended Ended Ended 7/31/17 7/31/16** 7/31/15** 7/31/14** 7/31/13 --------------------------------------------------- Class Y Net asset value, beginning of year $ 11.51 $ 12.94 $ 12.88 $ 11.86 $10.58 ---------------------------------------------------------------------------------------------------------------- Increase (decrease) from investment operations: Net investment income (a) $ 0.19 $ 0.26 $ 0.37 $ 0.23 $ 0.25 Net realized and unrealized gain (loss) on investments 0.63 (0.53) 0.09 1.03 1.28 ---------------------------------------------------------------------------------------------------------------- Net increase (decrease) from investment operations $ 0.82 $ (0.27) $ 0.46 $ 1.26 $ 1.53 ---------------------------------------------------------------------------------------------------------------- Distributions to shareowners: Net investment income $ (0.27) $ (0.30) $ (0.40) $ (0.24) $(0.25) Net realized gain -- (0.86) -- -- -- ---------------------------------------------------------------------------------------------------------------- Total distributions to shareowners $ (0.27) $ (1.16) $ (0.40) $ (0.24) $(0.25) ---------------------------------------------------------------------------------------------------------------- Net increase (decrease) in net asset value $ 0.55 $ (1.43) $ 0.06 $ 1.02 $ 1.28 ---------------------------------------------------------------------------------------------------------------- Net asset value, end of year $ 12.06 $ 11.51 $ 12.94 $ 12.88 $11.86 ---------------------------------------------------------------------------------------------------------------- Total return* 7.33% (1.85)% 3.63% 10.68% 14.68% Ratio of net expenses to average net assets+ 0.47% 0.40% 0.36% 0.40% 0.36% Ratio of net investment income to average net assets+ 1.67% 2.22% 2.92% 1.88% 2.26% Portfolio turnover rate 27% 16% 89% 10% 9% Net assets, end of year (in thousands) $ 698 $ 1,107 $ 1,165 $ 3,239 $4,134 Ratios with no waivers of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Total expenses to average net assets 0.47% 0.40% 0.36% 0.40% 0.36% Net investment income to average net assets 1.67% 2.22% 2.92% 1.88% 2.26% ----------------------------------------------------------------------------------------------------------------
(a) Calculated using average shares outstanding for the year. * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each year. ** Beginning with the fiscal year ended July 31, 2017, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm. + In addition to the expenses which the Fund bears directly, the Fund indirectly bears pro rata shares of the expenses of the funds in which the Fund invests. Because each of the underlying funds bears its own varying expense levels and because the Fund may own differing proportions of each fund at different times, the amount of expenses incurred indirectly by the Fund will vary from time to time. 73 OWNERSHIP OF SHARES OF THE PIONEER FUNDS As of [_____], 2017, the Trustees and officers of each Fund owned in the aggregate less than 1% of the outstanding shares of a Fund. The following is a list of the holders of 5% or more of the outstanding shares of any class of a Fund as of [____], 2017.
Pioneer Solutions -- Conservative Fund ------------------------------------------------------------------------------------ Record Holder Share Class Number of Shares Percent of Class ------------------------------------------------------------------------------------ Class A ------------------------------------------------------------------------------------ Class C ------------------------------------------------------------------------------------ Class R ------------------------------------------------------------------------------------ Class Y ------------------------------------------------------------------------------------ Pioneer Solutions -- Growth Fund ------------------------------------------------------------------------------------ Record Holder Share Class Number of Shares Percent of Class ------------------------------------------------------------------------------------ Class A ------------------------------------------------------------------------------------ Class C ------------------------------------------------------------------------------------ Class R ------------------------------------------------------------------------------------ Class Y ------------------------------------------------------------------------------------ Pioneer Solutions -- Balanced Fund ------------------------------------------------------------------------------------ Record Holder Share Class Number of Shares Percent of Class ------------------------------------------------------------------------------------ Class A ------------------------------------------------------------------------------------ Class C ------------------------------------------------------------------------------------ Class R ------------------------------------------------------------------------------------ Class Y ------------------------------------------------------------------------------------
74 EXPERTS The financial highlights and financial statements of each Fund for the past five fiscal years are incorporated by reference into this Information Statement/Prospectus. Each Fund's financial highlights and financial statements for the years ended July 31, 2017 and July 31, 2013 have been audited by Ernst & Young LLP, independent registered public accounting firm, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given their authority as experts in accounting and auditing. Each Fund's financial highlights and financial statements for the fiscal years ended July 31, 2016 through July 31, 2014 was audited by another independent registered public accounting firm. 75 AVAILABLE INFORMATION You can obtain more free information about each Pioneer 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 a Pioneer Fund, to request copies of a Pioneer Fund's statement of additional information and shareowner reports, and to make other inquiries. Visit our website us.pioneerinvestments.com Each Pioneer Fund makes available its statement of additional information and shareholder reports, free of charge, on the Pioneer Funds' website at us.pioneerinvestments.com. You also may find other information and updates about Amundi Pioneer and each Pioneer Fund, including Pioneer Fund performance information, on the Pioneer Funds' website. Shareholder reports. Annual and semiannual reports to shareholders, and quarterly reports filed with the SEC, provide information about each Pioneer Fund's investments. The annual report discusses market conditions and investment strategies that significantly affected each Pioneer Fund's performance during its last fiscal year. Statement of additional information. The statement of additional information of each Pioneer Fund provides more detailed information about the fund. You can also review and copy each Pioneer Fund's shareholder reports, prospectus and statement of additional information at the Securities and Exchange Commission's Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information. The Commission charges a fee for copies. You can get the same information free from the Commission's EDGAR database on the Internet (http://www.sec.gov). You may also email requests for these documents to publicinfo@sec.gov or make a request in writing to the Commission's Public Reference Section, Washington, D.C. 20549-1520. 76 FORM OF AGREEMENT AND PLAN OF REORGANIZATION This AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of the [ ] day of [ ], by and among Pioneer Asset Allocation Trust, a Delaware statutory trust (the "Trust"), with its principal place of business at 60 State Street, Boston, Massachusetts 02109, on behalf of the Acquiring Fund and each Acquired Fund as set forth on Exhibit A attached hereto, and, solely for purposes of paragraph 9.2 hereof, Amundi Pioneer Asset Management, Inc. ("Amundi Pioneer" or the "Acquiring Fund Adviser"). The Acquiring Fund and the Acquired Funds are sometimes referred to collectively herein as the "Funds" and individually as a "Fund." WHEREAS, it is intended that each reorganization of an Acquired Fund contemplated by this Agreement constitute a "reorganization" as defined in Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations thereunder. Each reorganization of an Acquired Fund will consist of (1) the transfer of all of the assets of the Acquired Fund to the Acquiring Fund solely in exchange for (A) the issuance of Class A, Class C, Class R and Class Y shares of beneficial interest of the Acquiring Fund (collectively, the "Acquiring Fund Shares" and each, an "Acquiring Fund Share") to the Acquired Fund, and (B) the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund on the closing date of such reorganization (the "Closing Date"), and (2) the distribution by the Acquired Fund, on or promptly after the Closing Date as provided herein, of the Acquiring Fund Shares to the shareholders of the Acquired Fund, pro rata on a class-by-class basis, in complete liquidation of the Acquired Fund, as provided herein (each, a "Reorganization"), all upon the terms and conditions hereinafter set forth in this Agreement. The parties hereby adopt this Agreement as a "plan of reorganization" within the meaning of Treasury Regulations Section 1.368-2(g). WHEREAS, each of the Acquired Funds and the Acquiring Fund is a series of the Trust, a registered investment company classified as management company of the open-end type. WHEREAS, the Acquiring Fund is authorized to issue shares of beneficial interest. WHEREAS, the Board of Trustees of the Trust has determined, with respect to the Acquiring Fund and the Reorganization of each Acquired Fund, that such Reorganization is in the best interests of the Acquiring Fund and its shareholders and is not dilutive of the interests of those shareholders. WHEREAS, the Board of Trustees of the Trust has determined, with respect to each Acquired Fund, that the Reorganization of such Acquired Fund is in the best interests of such Acquired Fund and its shareholders and is not dilutive of the interests of those shareholders. NOW, THEREFORE, in consideration of the premises of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows: 1. TRANSFER OF ASSETS OF EACH ACQUIRED FUND IN EXCHANGE FOR ACQUIRING FUND SHARES AND ASSUMPTION OF ASSUMED LIABILITIES; LIQUIDATION AND TERMINATION OF THE ACQUIRED FUND. 1.1 Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein, each Acquired Fund will transfer all of its assets as set forth in Paragraph 1.2 (the "Acquired Assets") to the Acquiring Fund free and clear of all liens and encumbrances (other than those arising under the Securities Act of 1933, as amended (the "Securities Act"), liens for taxes not yet due and contractual restrictions on the transfer of the Acquired Assets) and the Trust, on behalf of the Acquiring Fund, agrees in exchange therefor: (i) to issue to such Acquired Fund the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, of each class with an aggregate net asset value ("NAV") equal to the aggregate NAV of such Acquired Fund attributable to the corresponding class (determined as set forth in Paragraph 1.4) of such Acquired Fund's shares, as determined in the manner set forth in Paragraphs 2.1 and 2.2; and (ii) to assume all of the liabilities and obligations of such Acquired Fund, whether accrued or contingent, known or unknown, existing at the applicable Closing Date (collectively, the "Assumed Liabilities"). Such transactions shall take place at the Closing (as defined in Paragraph 3.1 below). 1.2 (a) The Acquired Assets of each Acquired Fund shall consist of all of the Acquired Fund's property, including, without limitation, all portfolio securities and instruments, dividends and interest receivables, cash, goodwill, contractual rights and choses in action of such Acquired Fund or the Trust in respect of such Acquired Fund, all other intangible property owned by such Acquired Fund, originals or copies of all books and records of such Acquired Fund, and all other assets of the Acquired Fund on the applicable Closing Date. The Acquiring Fund shall also be entitled to receive copies of all records that such Acquired Fund is required to maintain under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the rules of the Securities and Exchange Commission (the "Commission") promulgated thereunder to the extent such records pertain to such Acquired Fund. (b) Each Acquired Fund has provided the Acquiring Fund with a list of all of such Acquired Fund's securities and other assets as of the date of execution of this Agreement, and the Acquiring Fund has provided such Acquired Fund with a copy of the current fundamental investment policies and restrictions and fair value procedures applicable to the Acquiring Fund. Such Acquired A-1 Fund reserves the right to sell any of such securities or other assets before the applicable Closing Date (except to the extent sales may be limited by representations of such Acquired Fund contained herein or may be inconsistent with the Acquired Fund Tax Representation Certificate (as defined below) to be delivered in connection with the issuance of the tax opinion provided for in Paragraph 8.4 hereof) and agrees not to acquire any portfolio security that is not an eligible investment for, or that would violate an investment policy or restriction of, the Acquiring Fund. 1.3 Each Acquired Fund will endeavor to discharge all of its known liabilities and obligations that are or will become due prior to the Closing. 1.4 Immediately following the actions contemplated by paragraph 1.1 with respect to an Acquired Fund, the Trust, on behalf of the Acquired Fund, shall take such actions as may be necessary or appropriate to complete the liquidation of the Acquired Fund. To complete the liquidation of an Acquired Fund, the Trust, on behalf of the Acquired Fund, shall, on or as soon after the applicable Closing Date as is practicable (the "Liquidation Date"), liquidate the Acquired Fund, and distribute pro rata on a class-by-class basis to its shareholders of record, determined as of the close of regular trading on the New York Stock Exchange on the applicable Closing Date (the "Acquired Fund Shareholders"), the Acquiring Fund Shares received by the Acquired Fund pursuant to Paragraph 1.1 hereof. Each Acquired Fund Shareholder of that Acquired Fund shall receive the number of full and fractional Acquiring Fund Shares of each class corresponding to a class of shares of beneficial interest in that Acquired Fund (the "Acquired Fund Shares") held by such Acquired Fund Shareholder that has, in each case, an aggregate NAV equal to the aggregate NAV of the Acquired Fund Shares of the applicable class held of record by such Acquired Fund Shareholder on the applicable Closing Date. Acquired Fund Shareholders shall receive Class A, Class C, Class R and Class Y Acquiring Fund Shares in exchange for Class A, Class C, Class R and Class Y Acquired Fund Shares, respectively. Such liquidation and distribution will be accomplished by the Acquired Fund instructing the Acquiring Fund to transfer the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund established and maintained by the Acquiring Fund's transfer agent in the names of the Acquired Fund Shareholders of that Acquired Fund and representing the respective numbers of the Acquiring Fund Shares of each class due to each such Acquired Fund Shareholder. The Acquired Fund shall promptly provide the Acquiring Fund with evidence of such liquidation and distribution. All issued and outstanding Acquired Fund Shares of that Acquired Fund will simultaneously be cancelled on the books of the Acquired Fund, and the Acquired Fund will be dissolved. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such exchange. 1.5 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund's transfer agent. Any certificates representing ownership of Acquired Fund Shares that remain outstanding on the applicable Closing Date shall be deemed to be cancelled and shall no longer evidence ownership of Acquired Fund Shares. 1.6 Any transfer taxes payable upon issuance of Acquiring Fund Shares in a name other than the registered holder of the Acquired Fund Shares on the books of an Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Acquiring Fund Shares are to be issued and transferred. 1.7 Any reporting responsibility of the Trust with respect to an Acquired Fund for periods ending on or before the applicable Closing Date, including, but not limited to, the responsibility for filing of regulatory reports, or other documents with the Commission, any state securities commissions, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of such Acquired Fund. 2. VALUATION 2.1 The NAV per share of each class of the Acquiring Fund Shares and the NAV per share of each class of an Acquired Fund shall, in each case, be determined as of the close of regular trading on the New York Stock Exchange (generally, 4:00 p.m., Eastern time) on the applicable Closing Date (the "Valuation Time"). The Acquiring Fund Adviser shall compute the NAV per Acquiring Fund Share in the manner set forth in the Trust's Agreement and Declaration of Trust (the "Declaration"), or By-Laws, and the Acquiring Fund's then-current prospectus and statement of additional information. The Acquiring Fund Adviser shall compute the NAV per share of an Acquired Fund in the manner set forth in the Declaration, or By-Laws, and that Acquired Fund's then-current prospectus and statement of additional information. The Acquiring Fund Adviser shall confirm to the Acquiring Fund the NAV of that Acquired Fund. 2.2 The number of shares of each class of Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for the Acquired Assets of an Acquired Fund (taking into account the assumption of the Assumed Liabilities of that Acquired Fund) shall be determined by the Acquiring Fund Adviser by dividing the NAV of that Acquired Fund attributable to each class of the Acquired Fund Shares of that Acquired Fund, as determined in accordance with Paragraph 2.1, by the NAV of an Acquiring Fund Share of the corresponding class, as determined in accordance with Paragraph 2.1. A-2 2.3 With respect to each Reorganization, the Acquiring Fund and applicable Acquired Fund shall cause the Acquiring Fund Adviser to deliver a copy of its valuation report to the other party at the applicable Closing (as defined in Paragraph 3.1). All computations of value shall be made by the Acquiring Fund Adviser or its agents in accordance with its regular practice as pricing agent for the Acquiring Fund and such Acquired Fund. 3. CLOSING AND CLOSING DATE 3.1 The Closing Date for each Reorganization shall be [ ], or, as to either Reorganization, such other earlier or later date as the parties may agree. All acts necessary to consummate a Reorganization (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise agreed by the parties. Each Closing shall be held at the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston, Massachusetts, or at such other place as the parties may agree. Neither Reorganization is contingent upon the closing of the other Reorganization, and the failure of one Reorganization to be consummated shall not, without more, excuse the consummation of the other Reorganization. 3.2 Any portfolio securities that are held other than in book-entry form in the name of Brown Brothers Harriman & Co. (the "Acquired Fund Custodian") as record holder for an Acquired Fund shall be presented by that Acquired Fund to Brown Brothers Harriman & Co. (the "Acquiring Fund Custodian") for examination no later than three (3) business days preceding the applicable Closing Date. Such portfolio securities shall be delivered by the applicable Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the applicable Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Any portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of an Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 With respect to each Reorganization, the Acquiring Fund Custodian shall deliver within one business day after the applicable Closing a certificate of an authorized officer stating that the Acquired Assets have been delivered in proper form to the Acquiring Fund on the applicable Closing Date. The applicable Acquired Fund shall deliver within one business day after the applicable Closing a certificate of an authorized officer stating that all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 If on the Closing Date of a Reorganization (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or the applicable Acquired Fund pursuant to Paragraph 2.1 is impracticable (in the judgment of the Board of the Trust with respect to the Acquiring Fund and such Acquired Fund), the Closing Date of that Reorganization shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored or such later date as may be mutually agreed in writing by an authorized officer of each party. 3.5 With respect to each Reorganization, the Acquired Fund shall deliver at the applicable Closing a list of the names, addresses, federal taxpayer identification numbers and U.S. federal tax withholding statuses of the Acquired Fund Shareholders of that Acquired Fund (and any certificates reflecting that information) and the number and percentage ownership of outstanding Acquired Fund Shares of that Acquired Fund owned by each Acquired Fund Shareholder of that Acquired Fund as of the Valuation Time, certified by the President or Vice President or a Secretary or Assistant Secretary of the Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Trust's records by such officers or one of the Trust's service providers. The Acquiring Fund shall issue and deliver to the applicable Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the applicable Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the applicable Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request. 4. REPRESENTATIONS AND WARRANTIES 4.1 Except as set forth on Schedule 4.1 of this Agreement, the Trust, on behalf of each Acquired Fund, severally but not jointly, represents, warrants and covenants to the Acquiring Fund with respect to that Acquired Fund as follows: A-3 (a) Such Acquired Fund is a series of the Trust. The Trust is a statutory trust validly existing and in good standing under the laws of the State of Delaware and has the power to own all of its properties and assets and to perform its obligations under this Agreement. Such Acquired Fund is not required to qualify to do business in any jurisdiction in which it is not so qualified or where failure to qualify would subject it to any material liability or disability. Such Acquired Fund has all necessary federal, state and local authorizations to own all of its properties and assets and to carry on its business as now being conducted; (b) The Trust is a registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the Investment Company Act is in full force and effect; (c) The Trust is not in violation of, and the execution and delivery of this Agreement and the performance of its obligations under this Agreement on behalf of such Acquired Fund will not result in a material violation of, any provision of the Trust's Declaration or By-Laws or any material agreement, indenture, instrument, contract, lease or other undertaking with respect to such Acquired Fund to which the Trust, on behalf of such Acquired Fund, is a party or by which such Acquired Fund or any of its assets are bound; (d) No litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or to its knowledge threatened against such Acquired Fund or any of such Acquired Fund's properties or assets that, if adversely determined, would materially and adversely affect its financial condition or the conduct of such Acquired Fund's business. Such Acquired Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially adversely affects such Acquired Fund's business or its ability to consummate the transactions contemplated herein or would be binding upon the Acquiring Fund as the successor to such Acquired Fund; (e) All material contracts or other commitments of such Acquired Fund (other than this Agreement or agreements for the purchase and sale of securities entered into in the ordinary course of business and consistent with its obligations under this Agreement) will terminate at or prior to the applicable Closing Date and no such termination will result in liability to such Acquired Fund (or the Acquiring Fund); (f) The Statement of Assets and Liabilities of such Acquired Fund, and the related Statements of Operations and Changes in Net Assets, as of and for the fiscal year ended July 31, 2017, have been audited by Ernst & Young LLP, independent registered public accounting firm, and are in accordance with generally accepted accounting principles ("GAAP") consistently applied and fairly reflect, in all material respects, the financial condition of such Acquired Fund as of such date and the results of its operations for the period then ended, and all known liabilities, whether actual or contingent, of such Acquired Fund as of the date thereof are disclosed therein. Except for the Assumed Liabilities, such Acquired Fund will not have any known or contingent liabilities on the applicable Closing Date. No significant deficiency, material weakness, fraud, significant change or other factor that could significantly affect the internal controls of such Acquired Fund has been disclosed or is required to be disclosed in such Acquired Fund's reports on Form N-CSR to enable the chief executive officer and chief financial officer or other officers of the Trust to make the certifications required by the Sarbanes-Oxley Act, and no deficiency, material weakness, fraud, change, event or other factor exists with respect to such Acquired Fund that will be required to be disclosed in the Acquiring Fund's Form N-CSR after the applicable Closing Date; (g) Since the most recent fiscal year end, except as specifically disclosed in such Acquired Fund's prospectus or its statement of additional information as in effect on the date of this Agreement, there has not been any material adverse change in such Acquired Fund's financial condition, assets, liabilities, business or prospects, or any incurrence by such Acquired Fund of indebtedness, except for normal contractual obligations incurred in the ordinary course of business or in connection with the settlement of purchases and sales of portfolio securities. For the purposes of this subparagraph (g) (but not for any other purpose of this Agreement), a decline in NAV per Acquired Fund Share arising out of its normal investment operations or a decline in market values of securities in such Acquired Fund's portfolio, a decline in net assets of such Acquired Fund as a result of redemptions or the discharge of Acquired Fund liabilities shall not constitute a material adverse change; (h) On the applicable Closing Date, all federal and other tax returns, dividend reporting forms and other tax-related reports of such Acquired Fund required by law to have been filed (taking into account any extensions) shall have been timely filed (taking such extensions into account) and shall be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due from such Acquired Fund on such tax returns, forms and reports shall have been timely paid or provision shall have been made for the payment thereof and, to the best of the Trust's knowledge, no such tax return is currently under audit and no outstanding assessment of any tax has been asserted with respect to such returns; (i) Such Acquired Fund is a separate series of the Trust treated as a separate corporation from each other series of the Trust under Section 851(g) of the Code. For each taxable year of its existence, including the taxable year ending on the applicable Closing Date, such Acquired Fund has had in effect an election to be treated as a "regulated investment company" under Subchapter M of the Code, has satisfied or will satisfy all of the requirements of Subchapter M of the Code for treatment as a regulated A-4 investment company, and has been or will be eligible to compute its federal income tax under Section 852 of the Code. On or before the applicable Closing Date, such Acquired Fund will have declared and paid dividends sufficient to distribute, as dividends qualifying for the dividends-paid deduction under Section 561 of the Code, substantially all of (a) the sum of (i) its net tax-exempt interest income, (ii) its investment company taxable income (as defined in the Code, computed without regard to any deduction for dividends paid) and (iii) any net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code) after reduction by any available capital loss carryforwards, and (b) any other amounts as are necessary, in each case for all of its tax periods ending on or before the applicable Closing Date, such that such Acquired Fund will have no unpaid tax liability under Section 852 of the Code for any tax period ending on or before the applicable Closing Date. For each calendar year (including the calendar year that includes the applicable Closing Date), such Acquired Fund will have made such distributions on or before the applicable Closing Date as are necessary so that for all calendar years ending on or before the applicable Closing Date, and for the calendar year that includes the applicable Closing Date, such Acquired Fund will not have any unpaid tax liability under Section 4982 of the Code; (j) All issued and outstanding Acquired Fund Shares of such Acquired Fund are, and at the applicable Closing Date will be, legally issued and outstanding, fully paid and nonassessable by such Acquired Fund. All of the issued and outstanding Acquired Fund Shares of such Acquired Fund will, at the time of Closing of the Reorganization of such Acquired Fund, be held of record by the persons and in the amounts set forth in the Shareholder List submitted to such Acquiring Fund pursuant to Paragraph 3.5 hereof. Such Acquired Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any Acquired Fund Shares of such Acquired Fund, nor is there outstanding any security convertible into any Acquired Fund Shares of such Acquired Fund; (k) At the applicable Closing Date, such Acquired Fund will have good and marketable title to the Acquired Assets of such Acquired Fund, and full right, power and authority to sell, assign, transfer and deliver the Acquired Assets of such Acquired Fund to the Acquiring Fund, and, upon delivery and payment for the Acquired Assets of such Acquired Fund, the Acquiring Fund will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, except such restrictions as might arise under the Securities Act; (l) The Trust has the trust power and authority, on behalf of such Acquired Fund, to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Trust's Board of Trustees, and, assuming due authorization, execution and delivery by the Trust, on behalf of the Acquiring Fund, this Agreement will constitute a valid and binding obligation of the Trust, on behalf of such Acquired Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights and to general equity principles; (m) The information to be furnished by the Trust, on behalf of such Acquired Fund, to the Acquiring Fund for use in applications for orders, registration statements and other documents which may be necessary in connection with the transactions contemplated hereby and any information necessary to compute the total return of such Acquired Fund shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations applicable thereto or the requirements of any form for which its use is intended, and shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information provided not misleading; (n) No consent, approval, authorization or order of or filing with any court or governmental authority is required for the execution of this Agreement or the consummation of the transactions contemplated by this Agreement by the Trust or such Acquired Fund, except such as may be required under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Investment Company Act and the rules and regulations of the Commission thereunder, state securities laws and the Hart-Scott-Rodino Act; (o) The provisions of the Trust's Declaration, the Trust's By-Laws and Delaware law do not require the shareholders of such Acquired Fund to approve this Agreement or the transactions contemplated herein in order for the Trust or such Acquired Fund to consummate the transactions contemplated herein; (p) All of the issued and outstanding Acquired Fund Shares of such Acquired Fund have been offered for sale and sold in compliance in all material respects with all applicable federal and state securities laws, except as may have been previously disclosed in writing to the Acquiring Fund; (q) The current prospectus and statement of additional information of such Acquired Fund and any amendments or supplements thereto did not as of their dates or the dates of their distribution to the public contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which such statements were made, not materially misleading; A-5 (r) Such Acquired Fund currently complies in all material respects with the requirements of, and the rules and regulations under, the Investment Company Act, the Securities Act, the Exchange Act, state "Blue Sky" laws and all other applicable federal and state laws or regulations. Such Acquired Fund currently complies in all material respects with all investment objectives, policies, guidelines and restrictions and any compliance procedures established by the Trust with respect to such Acquired Fund. All advertising and sales material currently used by such Acquired Fund complies in all material respects with the applicable requirements of the Securities Act, the Investment Company Act, the rules and regulations of the Commission promulgated thereunder, and, to the extent applicable, the Conduct Rules of the Financial Industry Regulatory Authority ("FINRA") and any applicable state regulatory authority. All registration statements, prospectuses, reports, proxy materials or other filings required to be made or filed with the Commission, FINRA or any state securities authorities used by such Acquired Fund during the three (3) years prior to the date of this Agreement have been duly filed and have been approved or declared effective, if such approval or declaration of effectiveness is required by law. Such registration statements, prospectuses, reports, proxy materials and other filings under the Securities Act, the Exchange Act and the Investment Company Act (i) are or were in compliance in all material respects with the requirements of all applicable statutes and the rules and regulations thereunder and (ii) do not or did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not false or misleading; (s) Neither such Acquired Fund nor, to the knowledge of such Acquired Fund, any "affiliated person" of such Acquired Fund has been convicted of any felony or misdemeanor, described in Section 9(a)(1) of the Investment Company Act, nor, to the knowledge of such Acquired Fund, has any affiliated person of such Acquired Fund been the subject, or presently is the subject, of any proceeding or investigation with respect to any disqualification that would be a basis for denial, suspension or revocation of registration as an investment adviser under Section 203(e) of the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act"), or Rule 206(4)-4(b) thereunder or of a broker-dealer under Section 15 of the Exchange Act, or for disqualification as an investment adviser, employee, officer or director of an investment company under Section 9 of the Investment Company Act; and (t) The tax representation certificate to be delivered by the Trust, on behalf of such Acquired Fund, to Morgan, Lewis & Bockius LLP at the applicable Closing pursuant to Paragraph 7.4 (the "Acquired Fund Tax Representation Certificate") will not on the applicable Closing Date contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. 4.2 Except as set forth on Schedule 4.2 of this Agreement, the Trust, on behalf of the Acquiring Fund, represents, warrants and covenants to each Acquired Fund, as follows: (a) The Acquiring Fund is a series of the Trust. The Trust is a statutory trust validly existing and in good standing under the laws of the State of Delaware. The Trust has the power to own all of its properties and assets and to perform its obligations under this Agreement. The Acquiring Fund is not required to qualify to do business in any jurisdiction in which it is not so qualified or where failure to qualify would subject it to any material liability or disability. The Acquiring Fund has all necessary federal, state and local authorizations to own all of its properties and assets and to carry on its business as now being conducted; (b) The Trust is a registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the Investment Company Act is in full force and effect; (c) The current prospectus and statement of additional information of the Acquiring Fund and any amendment or supplement thereto, conform or conformed at the time of their distribution to the public in all material respects to the applicable requirements of the Securities Act and the Investment Company Act and the rules and regulations of the Commission promulgated thereunder and do not or did not at the time of their distribution to the public include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading; (d) The Trust's registration statement on Form N-1A with respect to the Acquiring Fund that will be in effect on the applicable Closing Date, and the prospectus and statement of additional information of the Acquiring Fund included therein, will conform in all material respects with the applicable requirements of the Securities Act and the Investment Company Act and the rules and regulations of the Commission thereunder, and did not as of the effective date thereof and will not as of the applicable Closing Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; A-6 (e) The Trust is not in violation of, and the execution and delivery of this Agreement and performance of its obligations under this Agreement on behalf of the Acquiring Fund will not result in a material violation of, any provisions of the Declaration or By-Laws of the Trust or any material agreement, indenture, instrument, contract, lease or other undertaking with respect to the Acquiring Fund to which the Trust, on behalf of the Acquiring Fund, is a party or by which the Acquiring Fund or any of its assets is bound; (f) No litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or to its knowledge threatened against the Acquiring Fund or any of the Acquiring Fund's properties or assets that, if adversely determined, would materially and adversely affect its financial condition or the conduct of the Acquiring Fund's business. Neither the Trust nor the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially adversely affects the Acquiring Fund's business or its ability to consummate the transactions contemplated herein; (g) The Statement of Assets and Liabilities of the Acquiring Fund, and the related Statements of Operations and Changes in Net Assets, as of and for the fiscal year ended July 31, 2017 have been audited by Ernst & Young LLP, independent registered public accounting firm, and are in accordance with GAAP consistently applied and fairly reflect, in all material respects, the financial condition of the Acquiring Fund as of such date and the results of its operations for the period then ended, and all known liabilities, whether actual or contingent, of the Acquiring Fund as of the date thereof are disclosed therein; (h) Since the most recent fiscal year end, except as specifically disclosed in the Acquiring Fund's prospectus or its statement of additional information as in effect on the date of this Agreement, there has not been any material adverse change in the Acquiring Fund's financial condition, assets, liabilities, business or prospects, or any incurrence by the Acquiring Fund of indebtedness, except for normal contractual obligations incurred in the ordinary course of business or in connection with the settlement of purchases and sales of portfolio securities. For the purposes of this subparagraph (h) (but not for any other purpose of this Agreement), a decline in NAV per Acquiring Fund Share arising out of its normal investment operations or a decline in market values of securities in the Acquiring Fund's portfolio, a decline in net assets of the Acquiring Fund as a result of redemptions or the discharge of Acquiring Fund liabilities shall not constitute a material adverse change; (i) On the applicable Closing Date, all federal and other tax returns, dividend reporting forms and other tax-related reports of the Acquiring Fund required by law to have been filed (taking into account any extensions) shall have been timely filed (taking such extensions into account) and shall be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due from the Acquiring Fund on such tax returns, forms and reports shall have been timely paid or provision shall have been made for the payment thereof and, to the best of the Trust's knowledge, no such tax return is currently under audit and no outstanding assessment of any tax has been asserted with respect to such returns; (j) The Acquiring Fund is a separate series of the Trust treated as a separate corporation from each other series of the Trust under Section 851(g) of the Code. For each taxable year of its existence ending on or before the applicable Closing Date, the Acquiring Fund has had in effect an election to be treated as a "regulated investment company" under Subchapter M of the Code, has satisfied or will satisfy all of the requirements of Subchapter M of the Code for treatment as a regulated investment company, and has been or will be eligible to compute its federal income tax under Section 852 of the Code. On or before the applicable Closing Date, the Acquiring Fund will have declared and paid dividends sufficient to distribute, as dividends qualifying for the dividends-paid deduction under Section 561 of the Code, substantially all of (a) the sum of (i) its net tax-exempt interest income, (ii) its investment company taxable income (as defined in the Code, computed without regard to any deduction for dividends paid) and (iii) its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), if any, after reduction by any available capital loss carryforwards, and (b) any other amounts as are necessary, in each case for all of its tax periods ending on or before the applicable Closing Date, such that the Acquiring Fund will have no unpaid tax liability under Section 852 of the Code for any tax period ending on or before the applicable Closing Date. For each calendar year ending on or before the applicable Closing Date, the Acquiring Fund will have made such distributions on or before the applicable Closing Date as are necessary so that for all calendar years ending on or before the applicable Closing Date the Acquiring Fund will not have any unpaid tax liability under Section 4982 of the Code. The Acquiring Fund expects to satisfy the requirements of Subchapter M of the Code for treatment as a regulated investment company and to be eligible for such treatment for its taxable year that includes the applicable Closing Date; (k) The authorized capital of the Acquiring Fund consists of an unlimited number of shares of beneficial interest, no par value per share. As of the applicable Closing Date, the Acquiring Fund will be authorized to issue an unlimited number of shares of beneficial interest, no par value per share. The Acquiring Fund Shares to be issued and delivered to the Acquired Fund for the account of the Acquired Fund Shareholders pursuant to the terms of this Agreement will have been duly authorized on the applicable A-7 Closing Date and, when so issued and delivered, will be legally issued and outstanding, fully paid and non-assessable. The Acquiring Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any Acquiring Fund Shares, nor is there outstanding any security convertible into any Acquiring Fund Shares; (l) All issued and outstanding Acquiring Fund Shares are, and on the applicable Closing Date will be, legally issued, fully paid and non-assessable and have been offered and sold in every state and the District of Columbia in compliance in all material respects with all applicable federal and state securities laws; (m) The Trust has the trust power and authority, on behalf of the Acquiring Fund, to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Trust's Board of Trustees, and, assuming due authorization, execution and delivery by the Trust, on behalf of an Acquired Fund, this Agreement will constitute a valid and binding obligation of the Trust, on behalf of the Acquiring Fund, with respect to that Acquired Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights and to general equity principles; (n) The information to be furnished in writing by the Trust, on behalf of the Acquiring Fund, for use in applications for orders, registration statements and other documents which may be necessary in connection with the transactions contemplated hereby shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations applicable thereto or the requirements of any form for which its use is intended, and shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information provided not misleading; (o) No consent, approval, authorization or order of or filing with any court or governmental authority is required for the execution of this Agreement or the consummation of the transactions contemplated by this Agreement by the Trust or the Acquiring Fund, except such as may be required under the Securities Act, the Exchange Act, the Investment Company Act and the rules and regulations of the Commission thereunder, state securities laws and the Hart-Scott-Rodino Act; (p) The Acquiring Fund currently complies in all material respects with, the requirements of, and the rules and regulations under, the Investment Company Act, the Securities Act, the Exchange Act, state "Blue Sky" laws and all other applicable federal and state laws or regulations. The Acquiring Fund currently complies in all material respects with all investment objectives, policies, guidelines and restrictions and any compliance procedures established by the Trust with respect to the Acquiring Fund. All advertising and sales material currently used by the Acquiring Fund complies in all material respects with the applicable requirements of the Securities Act, the Investment Company Act, the rules and regulations of the Commission, and, to the extent applicable, the Conduct Rules of FINRA and any applicable state regulatory authority. All registration statements, prospectuses, reports, proxy materials or other filings required to be made or filed with the Commission, FINRA or any state securities authorities used by the Acquiring Fund during the three (3) years prior to the date of this Agreement have been duly filed and have been approved or declared effective, if such approval or declaration of effectiveness is required by law. Such registration statements, prospectuses, reports, proxy materials and other filings under the Securities Act, the Exchange Act and the Investment Company Act (i) are or were in compliance in all material respects with the requirements of all applicable statutes and the rules and regulations thereunder and (ii) do not or did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not false or misleading; (q) Neither the Acquiring Fund nor, to the knowledge of the Acquiring Fund, any "affiliated person" of the Acquiring Fund has been convicted of any felony or misdemeanor, described in Section 9(a)(1) of the Investment Company Act, nor, to the knowledge of the Acquiring Fund, has any affiliated person of the Acquiring Fund been the subject, or presently is the subject, of any proceeding or investigation with respect to any disqualification that would be a basis for denial, suspension or revocation of registration as an investment adviser under Section 203(e) of the Investment Advisers Act or Rule 206(4)-4(b) thereunder or of a broker-dealer under Section 15 of the Exchange Act, or for disqualification as an investment adviser, employee, officer or director of an investment company under Section 9 of the Investment Company Act; and (r) The tax representation certificate to be delivered by the Trust, on behalf of the Acquiring Fund, to Morgan, Lewis & Bockius LLP with respect to each Reorganization at the applicable Closing of that Reorganization pursuant to Paragraph 6.3 (the "Acquiring Fund Tax Representation Certificate") will not on the applicable Closing Date contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. A-8 5. COVENANTS OF THE FUNDS Each Acquired Fund (severally, but not jointly) and the Acquiring Fund, respectively, hereby further covenant as follows: 5.1 Such Acquired Fund covenants that the Acquiring Fund Shares to be issued hereunder are not being acquired by such Acquired Fund for the purpose of making any distribution thereof other than in accordance with the terms of this Agreement; 5.2 Such Acquired Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requires concerning the beneficial ownership of the Acquired Fund Shares of such Acquired Fund. 5.3 Subject to the provisions of this Agreement, each Fund will take, or cause to be taken, all actions, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement; 5.4 Such Acquired Fund shall furnish to the Acquiring Fund on the applicable Closing Date a statement of assets and liabilities of such Acquired Fund ("Statement of Assets and Liabilities") as of the applicable Closing Date setting forth the NAV (as computed pursuant to Paragraph 2.1) of such Acquired Fund as of the Valuation Time, which statement shall be prepared in accordance with GAAP consistently applied and certified by the Trust's Treasurer or Assistant Treasurer. As promptly as practicable, but in any case within 30 days after the applicable Closing Date, the Trust, on behalf of such Acquired Fund, shall furnish to the Acquiring Fund, in such form as is reasonably satisfactory to the Acquiring Fund, a statement of the earnings and profits of such Acquired Fund for federal income tax purposes, and of any capital loss carryovers and other items that will be carried over to the Acquiring Fund under the Code, and which statement will be certified by the Treasurer of the Trust; and 5.5 No Fund shall take any action that is inconsistent with the representations set forth herein or, with respect to such Acquired Fund or the Trust, in the Acquired Fund Tax Representation Certificate and, with respect to the Acquiring Fund or the Trust, in the Acquiring Fund Tax Representation Certificate. Unless otherwise required pursuant to a "determination" within the meaning of Section 1313(a) of the Code, the parties hereto shall treat and report the Reorganization as a "reorganization" within the meaning of Section 368(a) of the Code and shall not take any position inconsistent with such treatment. 6. CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH ACQUIRED FUND The obligations of each Acquired Fund to consummate the Reorganization of such Acquired Fund shall be, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the applicable Closing Date, and, in addition thereto, the following further conditions, unless waived by such Acquired Fund in writing: 6.1 All representations and warranties by the Trust, on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the applicable Closing Date with the same force and effect as if made on and as of the applicable Closing Date; 6.2 The Acquiring Fund shall have delivered to such Acquired Fund on the applicable Closing Date a certificate of the Trust, on behalf of the Acquiring Fund, executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to such Acquired Fund and dated as of the applicable Closing Date, to the effect that the representations and warranties of the Trust made in this Agreement on behalf of the Acquiring Fund are true and correct in all material respects at and as of the applicable Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 6 has been met, and as to such other matters as such Acquired Fund shall reasonably request; 6.3 The Trust, on its own behalf and on behalf of the Acquiring Fund, shall have delivered to Morgan, Lewis & Bockius LLP an Acquiring Fund Tax Representation Certificate, satisfactory to Morgan, Lewis & Bockius LLP, in a form mutually acceptable to the Acquiring Fund and such Acquired Fund, concerning certain tax-related matters; and 6.4 With respect to the Acquiring Fund, the Board of Trustees of the Trust shall have determined that the Reorganization is in the best interests of the Acquiring Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby. 7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND The obligations of the Acquiring Fund to consummate the Reorganization of an Acquired Fund shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the applicable Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing: A-9 7.1 All representations and warranties of the Trust, on behalf of such Acquired Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the applicable Closing Date with the same force and effect as if made on and as of the applicable Closing Date; 7.2 Such Acquired Fund shall have delivered to the Acquiring Fund the Statement of Assets and Liabilities of such Acquired Fund pursuant to Paragraph 5.4, together with a list of its portfolio securities showing the federal income tax bases and holding periods of such securities, as of the applicable Closing Date, certified by the Trust's Treasurer or Assistant Treasurer; 7.3 Such Acquired Fund shall have delivered to the Acquiring Fund on the applicable Closing Date a certificate of the Trust, on behalf of such Acquired Fund, executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Fund and dated as of the applicable Closing Date, to the effect that the representations and warranties of the Trust made in this Agreement on behalf of such Acquired Fund are true and correct in all material respects at and as of the applicable Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 7 has been met, and as to such other matters as the Acquiring Fund shall reasonably request; 7.4 The Trust, on its own behalf and on behalf of such Acquired Fund, shall have delivered to Morgan, Lewis & Bockius LLP an Acquired Fund Tax Representation Certificate, satisfactory to Morgan, Lewis & Bockius LLP, in a form mutually acceptable to the Acquiring Fund and such Acquired Fund, concerning certain tax-related matters; and 7.5 With respect to such Acquired Fund, the Board of Trustees of the Trust shall have determined that the Reorganization of such Acquired Fund is in the best interests of such Acquired Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby. 8. FURTHER CONDITIONS PRECEDENT If any of the conditions set forth below does not exist on or before the Closing Date of the Reorganization of an Acquired Fund, with respect to such Acquired Fund or the Acquiring Fund, the Trust, on behalf of such Acquired Fund or Acquiring Fund, as applicable, at its option, shall not be required to consummate the Reorganization with respect to such Acquired Fund and the Acquiring Fund: 8.1 On the applicable Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the Reorganization of such Acquired Fund as contemplated by this Agreement; 8.2 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by the Acquiring Fund or such Acquired Fund to permit consummation, in all material respects, of the Reorganization of such Acquired Fund shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or such Acquired Fund, provided that either party may waive any such conditions for itself; 8.3 The registration statement on Form N-14 filed in connection with this Agreement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the registration statement shall have been issued and, to the knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.4 The parties shall have received an opinion of Morgan, Lewis & Bockius LLP with respect to the applicable Reorganization, satisfactory to such Acquired Fund and the Acquiring Fund and subject to customary assumptions and qualifications, substantially to the effect that, based upon certain facts, assumptions and representations, and upon certifications contained in the Acquiring Fund Tax Representation Certificate and the Acquired Fund Tax Representation Certificate, for federal income tax purposes (i) the Reorganization will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and each of such Acquired Fund and the Acquiring Fund will be a "party to a reorganization" within the meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized by such Acquired Fund in the Reorganization of such Acquired Fund on the transfer of the Acquired Assets of such Acquired Fund to the Acquiring Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Trust, on behalf of the Acquiring Fund, of the Assumed Liabilities of such Acquired Fund, or upon the distribution of the Acquiring Fund Shares to the Acquired Fund Shareholders of such Acquired Fund in complete liquidation of such Acquired Fund, except for (A) gain or loss that may be recognized with respect to "section 1256 contracts" as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a "passive foreign investment company" as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized as a result of the closing of such Acquired Fund's taxable year or upon the transfer of an A-10 asset regardless of whether such transfer would otherwise be a non-recognition transaction under the Code; (iii) the tax basis in the hands of the Acquiring Fund of the Acquired Assets of such Acquired Fund will be the same as the tax basis of such Acquired Assets of such Acquired Fund in the hands of such Acquired Fund immediately prior to the transfer thereof, increased by the amount of gain (or decreased by the amount of loss), if any, recognized by such Acquired Fund on the transfer; (iv) the holding period in the hands of the Acquiring Fund of each Acquired Asset of such Acquired Fund, other than Acquired Assets of such Acquired Fund with respect to which gain or loss is required to be recognized in the Reorganization of such Acquired Fund, will include the period during which the Acquired Asset of such Acquired Fund was held by such Acquired Fund (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an Acquired Asset of such Acquired Fund); (v) no gain or loss will be recognized by the Acquiring Fund upon its receipt of the Acquired Assets of such Acquired Fund solely in exchange for Acquiring Fund Shares and the assumption by the Trust, on behalf of the Acquiring Fund of the Assumed Liabilities of such Acquired Fund as part of the Reorganization of such Acquired Fund; (vi) no gain or loss will be recognized by the Acquired Fund Shareholders of such Acquired Fund upon the exchange of all of their Acquired Fund Shares of such Acquired Fund solely for Acquiring Fund Shares as part of the Reorganization of such Acquired Fund; (vii) the aggregate tax basis of the Acquiring Fund Shares that each Acquired Fund Shareholder of such Acquired Fund receives in the Reorganization of such Acquired Fund will be the same as the aggregate tax basis of the Acquired Fund Shares of such Acquired Fund exchanged therefor; (viii) each Acquired Fund Shareholder's holding period for the Acquiring Fund Shares received in the Reorganization of such Acquired Fund will include the holding period for the Acquired Fund Shares of such Acquired Fund exchanged therefor, provided that the Acquired Fund Shareholder held such Acquired Fund Shares of such Acquired Fund as capital assets on the date of exchange. Notwithstanding anything in this Agreement to the contrary, neither such Acquired Fund nor the Acquiring Fund may waive the condition set forth in this paragraph 8.4. 8.5 The Trust, on behalf of such Acquired Fund, shall have distributed to the Acquired Fund Shareholders of such Acquired Fund, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of such Acquired Fund's investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the applicable Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the applicable Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the applicable Closing Date. 9. BROKERAGE FEES AND EXPENSES 9.1 Each party hereto represents and warrants to each other party hereto that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein. 9.2 Amundi Pioneer will pay 50% of the expenses incurred in connection with each Reorganization (including, but not limited to, the preparation of the registration statement on Form N-14). Each Acquired Fund agrees to pay 25% of the expenses incurred in connection with the Reorganization of such Acquired Fund (including, but not limited to, the preparation of the registration statement on Form N-14). The Acquiring Fund agrees to pay 25% of the expenses incurred in connection with each Reorganization (including, but not limited to, the preparation of the registration statement on Form N-14). Notwithstanding any of the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another person of such expenses would result in a failure by any Fund to qualify for treatment as a "regulated investment company" within the meaning of Section 851 of the Code or would prevent a Reorganization from qualifying as a "reorganization" within the meaning of Section 368 of the Code or otherwise result in the imposition of tax on a Fund or on a Fund's shareholders. 10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES 10.1 The Acquiring Fund and each Acquired Fund agrees that no party has made any representation, warranty or covenant not set forth herein or referred to in Paragraphs 4.1 or 4.2 hereof and that this Agreement constitutes the entire agreement among the parties. 10.2 The covenants to be performed after the Closing of a Reorganization by the Acquiring Fund and the applicable Acquired Fund shall survive the Closing. The representations and warranties and all other covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall not survive the consummation of the transactions contemplated hereunder. A-11 11. TERMINATION 11.1 This Agreement may be terminated with respect to the Reorganization of an Acquired Fund by the mutual agreement of the Acquiring Fund and that Acquired Fund. In addition, either party to a Reorganization may at its option terminate this Agreement with respect to such Reorganization at or prior to the applicable Closing Date: (a) by resolution of the Trust's Board of Trustees if circumstances should develop that, in the good faith opinion of such Board, make proceeding with the Agreement not in the best interests of the Acquiring Fund's shareholders; or (b) by resolution of the Trust's Board of Trustees if circumstances should develop that, in the good faith opinion of such Board, make proceeding with the Agreement not in the best interests of such Acquired Fund's shareholders. 11.2 In the event of any such termination, there shall be no liability for damages on the part of the Trust, the Acquiring Fund or such Acquired Fund, or the trustees or officers of the Trust, but, subject to Paragraph 9.2, each party shall bear the expenses incurred by it incidental to the preparation and carrying out of this Agreement. 11.3 The termination of this Agreement with respect to an Acquired Fund shall not affect the continued effectiveness of this Agreement with respect to the other Acquired Fund, nor shall it affect the rights and obligations of any party in respect of any breach of this Agreement occurring prior to such termination. 12. AMENDMENTS This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by the authorized officers of the Trust; provided that nothing contained in this Section 12 shall be construed to prohibit the parties from amending this Agreement to change the Closing Date of a Reorganization. 13. NOTICES Any notice, report, statement or demand required or permitted by any provision of this Agreement shall be in writing and shall be given by prepaid telegraph, telecopy or certified mail addressed to the Trust at 60 State Street, Boston, Massachusetts 02109. 14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT 14.1 The article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 14.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3 This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to conflict of laws principles (other than Delaware Code Title 6 [section] 2708); provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern. 14.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the prior written consent of the other parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, or other entity, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. * * * * * A-12 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first set forth above by its President or Vice President and attested by its Secretary or Assistant Secretary. Attest: Pioneer Asset Allocation Trust, on behalf of each of its series listed in Exhibit A attached hereto By: ______________________ By:__________________ Name: Name: Title: Title: Attest: Solely for purposes of paragraph 9.2 of the Agreement: Amundi Pioneer Asset Management, Inc. By:__________________ By:__________________ Name: Name: Title: Title: A-13 Exhibit A ---------
Acquired Fund Share Classes Acquiring Fund Share Classes ------------------------------------------------------------------------------------------------------------- Pioneer Solutions -- Conservative Fund Class A Class C Class R Class A Class Y Pioneer Solutions -- Balanced Fund Class C ---------------------------------------------------- Pioneer Solutions -- Growth Fund Class A Class R Class C Class Y Class R Class Y -------------------------------------------------------------------------------------------------------------
A-14 SCHEDULE 4.1 A-15 SCHEDULE 4.2 A-16 30581-00-1017 PIONEER SOLUTIONS -- BALANCED FUND (a series of Pioneer Asset Allocation Trust) 60 State Street Boston, Massachusetts 02109 STATEMENT OF ADDITIONAL INFORMATION ______________, 2017 This Statement of Additional Information is not a prospectus. It should be read in conjunction with the related combined Information Statement and Prospectus (also dated ______________, 2017) which covers Class A, Class C, Class R and Class Y shares of Pioneer Solutions -- Balanced Fund to be issued in exchange for corresponding shares of each of Pioneer Solutions -- Conservative Fund and Pioneer Solutions -- Growth Fund. Please retain this Statement of Additional Information for further reference. The Prospectus is available to you from Amundi Pioneer Asset Management, Inc. free of charge by calling 1-800-225-6292.
Page ------ INTRODUCTION ........................................................... SAI--2 EXHIBITS AND DOCUMENTS INCORPORATED BY REFERENCE ....................... SAI--2 ADDITIONAL INFORMATION ABOUT EACH PIONEER FUND ......................... SAI--2 PRO FORMA COMBINED FINANCIAL STATEMENTS ................................ SAI--2
SAI--1 INTRODUCTION This Statement of Additional Information is intended to supplement the information provided in an Information Statement and Prospectus dated ______________, 2017 (the "Information Statement and Prospectus") relating to the reorganization of each of Pioneer Solutions -- Conservative Fund and Pioneer Solutions -- Growth Fund into Pioneer Solutions -- Balanced Fund. EXHIBITS AND DOCUMENTS INCORPORATED BY REFERENCE The following documents are incorporated herein by reference, unless otherwise indicated. Shareholders will receive a copy of each document that is incorporated by reference upon any request to receive a copy of this Statement of Additional Information. 1. Statement of Additional Information for each of Pioneer Solutions -- Conservative Fund, Pioneer Solutions -- Balanced Fund and Pioneer Solutions -- Growth Fund, dated December 1, 2016, as supplemented (File Nos. 333-114788 and 811-21569), as filed with the Securities and Exchange Commission on November 22, 2016 (Accession No. 0001288255-16-000040) is incorporated herein by reference. 2. The Annual Report of each of Pioneer Solutions -- Conservative Fund, Pioneer Solutions -- Balanced Fund and Pioneer Solutions -- Growth Fund, for the fiscal year ended July 31, 2017 (File No. 811-21569), as filed with the Securities and Exchange Commission on September 29, 2017 (Accession No. 0001288255-17-000008) is incorporated herein by reference. ADDITIONAL INFORMATION ABOUT EACH PIONEER FUND Additional information about each Pioneer Fund can be found in the most recent Statement of Additional Information of each Pioneer Fund, which is incorporated by reference into this registration statement. PRO FORMA COMBINED FINANCIAL STATEMENTS Shown below in connection with the reorganization of each of Pioneer Solutions -- Conservative Fund and Pioneer Solutions -- Growth Fund (each, an "Acquired Fund") into Pioneer Solutions -- Balanced Fund (the "Acquiring Fund") are the financial statements for each of the Pioneer Funds and the pro forma financial statements for the combined fund, assuming each Reorganization has been consummated on July 31, 2017. The first table presents the Schedule of Investments for each Pioneer Fund and pro forma figures for the combined fund. The second table presents the Statements of Assets and Liabilities for each Pioneer Fund and estimated pro forma figures for the combined fund. The third table presents the Statements of Operations for each Pioneer Fund and estimated pro forma figures for the combined fund. Because both Acquired Funds may reorganize with the Acquiring Fund, the tables show the three possibilities that may result: (1) both Acquired Funds reorganize with the Acquiring Fund; (2) only Pioneer Solutions -- Conservative Fund reorganizes with the Acquiring Fund; or (3) only Pioneer Solutions -- Growth Fund reorganizes with the Acquiring fund. These tables are followed by the Notes to the Pro Forma Financial Statements. These Pro Forma Financial Statements and related Notes should be read in conjunction with the financial statements of the Acquiring Fund and each Acquired Fund included in their annual report to shareowners dated July 31, 2017. SAI--2 1. Pro Forma Financial Statements Assuming Reorganization of Both Acquired Funds into the Acquiring Fund SAI--3 Pro Forma Combined Schedule of Investments Pioneer Solutions -- Balanced Fund July 31, 2017 (unaudited)
Pioneer Solutions -- Pioneer Pioneer Pioneer Balanced Solutions -- Solutions -- Solutions -- Fund % of Balanced Growth Conservative ProForma Pro Forma Fund Fund Fund Pro Forma Combined Combined Shares Shares Shares Adjustment Shares Net Assets -------------------------------------------------------------------------------------------------------------------- MUTUAL FUNDS 98.0% UNAFFILIATED FUNDS 7.1% 74,636 195,731 10,871 (281,238) -- AMG Managers Fairpointe Mid Cap Fund Class I 123,725 401,463 18,506 (543,694) -- Columbia Contrarian Core Fund Class Y 735,648 323,717 221,619 (1,280,984) -- Doubleline Total Return Bond Fund Class I 16,694 40,760 3,802 8,663 69,919 iShares Core MSCI Emerging Markets ETF 89,985 237,003 12,179 37,716 376,883 iShares MSCI Canada ETF 49,534 120,827 11,588 25,513 207,462 iShares MSCI China ETF 37,046 92,280 8,603 17,230 155,159 iShares MSCI South Korea Capped ETF -- 386,257 11,820 (398,077) -- JOHCM Asia Ex-Japan Equity Fund Class IS -- 441,868 -- (441,868) -- JPMorgan Intrepid European Fund Class L -- -- 245,938 (245,938) -- Metropolitan West Total Return Bond Fund Class I 594,024 -- 250,261 (844,285) -- MFS Total Return Bond Fund Class I -- 213,156 9,076 (222,232) -- Oak Ridge Small Cap Growth Fund Class K 166,209 508,467 13,929 (688,605) -- T. Rowe Price International Funds - European Stock Fund 548,481 -- 230,893 (779,374) -- Western Asset Core Plus Bond Fund Class IS --------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENTS IN 7.1% UNAFFILIATED FUNDS --------------------------------------------------------------------------------------------------------------------- AFFILIATED FUNDS* 90.9% 1,505,215 1,902,159 1,587,722 1,309,173 6,304,269 Pioneer Bond Fund Class K 195,351 619,773 28,841 (25,779) 818,186 Pioneer Core Equity Fund Class Y 491,134 1,584,109 62,800 (81,034) 2,057,009 Pioneer Disciplined Value Fund Class Y 491,341 -- 44,418 1,522,118 2,057,877 Pioneer Dynamic Credit Fund Class Y -- -- 26,170 (26,170) -- Pioneer Floating Rate Fund Class K 130,055 459,868 18,199 (63,414) 544,708 Pioneer Fund Class Y 173,510 626,568 24,917 (98,286) 726,709 Pioneer Fundamental Growth Fund Class K 1,078,851 2,341,358 165,382 932,944 4,518,535 Pioneer Global Equity Fund Class K 312,079 -- 17,231 977,765 1,307,075 Pioneer Global High Yield Fund Class Y 262,268 -- (262,268) -- Pioneer Global Multisector Income Fund Class Y 1 -- 12,638 (12,632) 7 Pioneer High Yield Fund Class Y 1,172,294 2,322,206 100,030 1,315,368 4,909,898 Pioneer International Equity Fund Class Y 228,181 693,486 29,925 4,095 955,687 Pioneer Mid Cap Value Fund Class K 2,036,411 870,025 1,411,045 4,211,588 8,529,069 Pioneer Strategic Income Fund Class K --------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENTS IN 90.9% AFFILIATED FUNDS --------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENTS MUTUAL FUNDS 98.0% ---------------------------------------------------------------------------------------------------------------------
Pioneer Pioneer Pioneer Pioneer Solutions -- Solutions -- Solutions -- Solutions -- Balanced Growth Conservative Balanced Fund Fund Fund Fund Pro Forma Market Market Market Pro Forma Combined Value Value Value Adjustment (a) Market Value ------------------------------------------------------------------------------------- $ 3,288,456 $ 8,623,921 $ 478,975 $ (12,391,352) $ -- 3,205,715 10,401,906 479,490 (14,087,111) -- 7,871,434 3,463,772 2,371,323 (13,706,529) -- 881,276 2,151,720 200,708 457,332 3,691,036 2,510,581 6,612,384 339,794 1,052,271 10,515,030 2,942,815 7,178,332 688,443 1,515,756 12,325,346 2,582,106 6,431,916 599,629 1,200,944 10,814,595 -- 4,750,964 145,384 (4,896,348) -- -- 11,855,319 -- (11,855,319) -- -- -- 2,624,158 (2,624,158) -- 6,385,758 -- 2,690,306 (9,076,064) -- -- 7,756,747 330,276 (8,087,023) -- 3,365,732 10,296,457 282,062 (13,944,251) -- 6,504,985 -- 2,738,391 (9,243,376) -- -------------------------------------------------------------------------------------- $ 39,538,858 $ 79,523,438 $ 13,968,939 $ (95,685,228) $ 37,346,007 -------------------------------------------------------------------------------------- $ 14,645,742 $ 18,508,007 $ 15,448,535 $ 12,738,250 $ 61,340,534 3,994,931 12,674,353 589,798 (527,173) 16,731,909 8,344,367 26,914,012 1,066,972 (1,376,770) 34,948,581 4,687,396 -- 423,748 14,521,004 19,632,148 -- -- 178,218 (178,218) -- 4,207,283 14,876,717 588,738 (2,051,438) 17,621,300 3,848,452 13,897,278 552,659 (2,179,978) 16,118,411 16,937,961 36,759,321 2,596,497 14,647,219 70,940,998 2,783,745 -- 153,703 8,721,667 11,659,115 2,848,230 -- (2,848,230) -- 6 -- 124,233 (124,212) 27 27,384,773 54,246,741 2,336,709 30,726,996 114,695,219 5,788,952 17,593,740 759,197 103,889 24,245,778 22,095,059 9,439,771 15,309,838 45,695,725 92,540,393 -------------------------------------------------------------------------------------- $ 114,718,667 $ 207,758,170 $ 40,128,845 $ 117,868,731 $ 480,474,413 -------------------------------------------------------------------------------------- $ 154,257,525 $ 287,281,608 $ 54,097,784 $ 22,183,503 $ 517,820,420 --------------------------------------------------------------------------------------
SAI--4
Pioneer Solutions -- Pioneer Pioneer Pioneer Balanced Solutions -- Solutions -- Solutions -- Fund % of Balanced Growth Conservative ProForma Pro Forma Fund Fund Fund Pro Forma Combined Combined Shares Shares Shares Adjustment Shares Net Assets ----------------------------------------------------------------------------------------------------------------------- Principal Principal Principal ProForma Principal Amount ($) Amount ($) Amount ($) Adjustment Amount ($) ----------------------------------------------------------------------------------------------------------------------- U.S. GOVERNMENT AND AGENCY OBLIGATION 0.0% 3,632,917 6,796,244 1,265,817 (11,694,978) -- U.S. Treasury Inflation Indexed Note, 0.375%, 1/15/27 ----------------------------------------------------------------------------------------------------------------------- TOTAL U.S. GOVERNMENT AND AGENCY OBLIGATION ----------------------------------------------------------------------------------------------------------------------- Principal Principal Principal Pro Forma Principal Amount ($) Amount ($) Amount ($) Adjustment Amount ($) ----------------------------------------------------------------------------------------------------------------------- SOVEREIGN DEBT OBLIGATION 0.0% JPY 361,201,906 615,878,840 121,069,342 (1,098,150,088) -- Japanese Government CPI Linked Bond, 0.10%, 3/10/25 ----------------------------------------------------------------------------------------------------------------------- TOTAL SOVEREIGN DEBT OBLIGATION ----------------------------------------------------------------------------------------------------------------------- Pro Forma Contracts Contracts Contracts Adjustment Contracts ----------------------------------------------------------------------------------------------------------------------- EXCHANGE-TRADED PUT OPTION PURCHASED 0.0% -- 169 -- (169) -- Russell 2000 Index ----------------------------------------------------------------------------------------------------------------------- TOTAL EXCHANGE-TRADED PUT OPTION PURCHASED (Premiums paid $1,416,651) ----------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENTS IN SECURITIES 98.0% ----------------------------------------------------------------------------------------------------------------------- OTHER ASSETS AND LIABILITIES 2.0% ----------------------------------------------------------------------------------------------------------------------- TOTAL NET ASSETS 100.0% ----------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENT AT COST =======================================================================================================================
Pioneer Pioneer Pioneer Pioneer Solutions -- Solutions -- Solutions -- Solutions -- Balanced Growth Conservative Balanced Fund Fund Fund Fund Pro Forma Market Market Market Pro Forma Combined Value Value Value Adjustment (a) Market Value --------------------------------------------------------------------------------------- $ 3,585,123 $ 6,706,833 $ 1,249,164 $ (11,541,120) $ -- --------------------------------------------------------------------------------------- $ 3,585,123 $ 6,706,833 $ 1,249,164 $ (11,541,120) $ -- --------------------------------------------------------------------------------------- $ 3,394,305 $ 5,787,569 $ 1,137,719 $ (10,319,593) $ -- --------------------------------------------------------------------------------------- $ 3,394,305 $ 5,787,569 $ 1,137,719 $ (10,319,593) $ -- --------------------------------------------------------------------------------------- $ -- $ 322,790 $ -- $ (322,790) $ -- --------------------------------------------------------------------------------------- $ -- $ 322,790 $ -- $ (322,790) $ -- --------------------------------------------------------------------------------------- $ 161,236,953 $ 300,098,800 $ 56,484,667 $ -- $ 517,820,420 --------------------------------------------------------------------------------------- $ 3,296,829 $ 6,611,997 $ 813,612 $ -- $ 10,722,438 --------------------------------------------------------------------------------------- $ 164,533,782 $ 306,710,797 $ 57,298,279 $ -- $ 528,467,858(b) --------------------------------------------------------------------------------------- $ 145,381,077 $ 264,161,474 $ 54,580,710 $ 1,237,831 $ 465,361,092 =======================================================================================
* Affiliated funds managed by the Adviser. (a) Specific investments held by Pioneer Solutions -- Balanced Fund, Pioneer Solutions -- Growth Fund and Pioneer Solutions -- Conservative Fund no longer comply with the new prospectus mandate and are assumed sold. Proceeds have been reallocated amongst existing ETF and affiliated investments held by Pioneer Solutions -- Balanced Fund. (b) Reflects costs of the reorganization. JPY Japanese Yen SAI--5 Pro Forma Combined Statement of Assets and Liabilities Pioneer Solutions -- Balanced Fund July 31, 2017 (unaudited) Pioneer Pioneer Pioneer Solutions -- Solutions -- Solutions -- Conservative Pro Forma Pro Forma Balanced Fund Growth Fund Fund Adjustments Combined ------------------------------------------------------------------------------------------------------------------------------------ ASSETS: Investment in securities of affiliated funds, at value (at cost $99,756,860, $174,807,834 and $38,551,471, respectively) $ 114,718,667 $ 207,758,170 $ 40,128,845 $117,868,731(c) $ 480,474,413 Investment in securities of unaffiliated funds, at value (at cost $45,624,217, $89,353,640 and $16,029,239, respectively) 46,518,286 92,340,630 16,355,822 (117,868,731)(c) 37,346,007 Cash 1,377,044 1,686,944 255,623 8,060,540(d) 11,380,151 Foreign currencies, at value (at cost $14,228, $53,588 and $17,375, respectively) 6,991 44,229 16,595 -- 67,815 Restricted cash 2,744,246 6,151,101 661,536 (9,556,883)(d) -- Unrealized appreciation on forward foreign currency contracts 876,171 2,152,462 202,476 (3,231,109)(d) -- Receivables - Capital stock sold 48,361 153,098 9,633 -- 211,092 Distributions to shareowner 1,785 -- -- -- 1,785 Dividends 157,458 94,937 97,396 -- 349,791 Interest 1,922 3,381 653 -- 5,956 Due from the Adviser 36 35 19323 -- 19,394 Other assets 23,927 20,817 25,774 -- 70,518 ------------------------------------------------------------------------------------------------------------------------------------ Total assets $ 166,474,894 $ 310,405,804 $ 57,773,676 $ (4,727,452) $ 529,926,922 ------------------------------------------------------------------------------------------------------------------------------------ LIABILITIES: Written options (premiums received $-, $(574,156) and $-, respectively) $ -- $ 70,980 $ -- $ (70,980)(d) $ -- Unrealized depreciation on interest rate swap agreements 21,053 38,614 7,009 (66,676)(d) -- Unrealized depreciation on forward foreign currency contracts 1,379,203 2,418,825 259,470 (4,057,498)(d) -- Payables for: Capital stock redeemed 272,841 666,120 76,991 -- 1,015,952 Distributions to shareowners -- 2,126 2,266 -- 4,392 Professional fees 35,433 39,287 39,890 -- 114,610 Custodian fees 8,739 8,890 11,474 -- 29,103 Swap payments 3,866 6,384 1,282 (11,532)(d) -- Variation margin for centrally cleared interest rate swap agreements 81,920 160,834 26,389 (269,143)(d) -- Variation margin for futures contracts 65,656 165,005 20,962 (251,623)(d) -- Due to affiliates 32,046 50,011 10,086 -- 92,143 Accrued expenses and other liabilities 40,355 67,931 19,578 75,000(b) 202,864 ------------------------------------------------------------------------------------------------------------------------------------ Total liabilities $ 1,941,112 $ 3,695,007 $ 475,397 $ (4,652,452) $ 1,459,064 ------------------------------------------------------------------------------------------------------------------------------------ NET ASSETS: Paid-in capital $ 154,585,013 $ 266,065,178 $ 56,719,819 $ -- $ 477,370,010 Undistributed net investment income 559,550 (1,193,533) 602,604 (75,000)(b) (106,379) Accumulated net realized gain (loss) on investments, futures contracts, swap agreements, written options and foreign currency transactions (5,846,581) 6,059,220 (1,788,216) 320,476(c) (1,255,101) Net unrealized appreciation (depreciation) on investments 15,855,876 35,937,326 1,903,957 (1,237,831)(c) 52,459,328 Net unrealized appreciation (depreciation) on futures contracts (22,799) (210,470) (54,750) 288,019(d) -- Net unrealized appreciation (depreciation) on swap contracts (86,792) (174,044) (27,295) 288,131(d) -- Net unrealized appreciation (depreciation) on written options -- 503,176 -- (503,176)(d) -- Net unrealized appreciation (depreciation) on forward foreign currency contracts and other assets and liabilities denominated in foreign currencies (510,485) (276,056) (57,840) 844,381(d) -- ------------------------------------------------------------------------------------------------------------------------------------ Total net assets $ 164,533,782 $ 306,710,797 $ 57,298,279 $ (75,000) $ 528,467,858 ====================================================================================================================================
SAI--6 Pro Forma Combined Statement of Assets and Liabilities (continued) Pioneer Solutions -- Balanced Fund July 31, 2017 (unaudited)
Pioneer Pioneer Pioneer Solutions -- Solutions -- Solutions -- Conservative Pro Forma Pro Forma Balanced Fund Growth Fund Fund Adjustments Combined ----------------------------------------------------------------------------- NET ASSETS BY CLASS: Class A $ 114,528,007 $ 237,909,576 $ 42,698,526 $ (54,619)(b) $ 395,081,490 =================================================================================================================================== Class C $ 49,276,765 $ 67,953,880 $ 14,336,044 $ (20,077)(b) $ 131,546,612 =================================================================================================================================== Class R $ 30,644 $ 36,642 $ 8,980 $ (12)(b) $ 76,254 =================================================================================================================================== Class Y $ 698,366 $ 810,699 $ 254,729 $ (292)(b) $ 1,763,502 =================================================================================================================================== OUTSTANDING SHARES: (No par value, unlimited number of shares authorized) Class A 9,629,583 17,610,111 4,038,342 1,951,892(a) 33,229,928 =================================================================================================================================== Class C 4,510,554 5,348,524 1,403,217 783,966(a) 12,046,261 =================================================================================================================================== Class R 2,590 2,732 852 272(a) 6,446 =================================================================================================================================== Class Y 57,903 58,736 25,570 4,038(a) 146,247 =================================================================================================================================== NET ASSET VALUE PER SHARE: Class A $ 11.89 $ 13.51 $ 10.57 $ 11.89 =================================================================================================================================== Class C $ 10.92 $ 12.71 $ 10.22 $ 10.92 =================================================================================================================================== Class R $ 11.83 $ 13.41 $ 10.54 $ 11.83 =================================================================================================================================== Class Y $ 12.06 $ 13.80 $ 9.96 $ 12.06 =================================================================================================================================== MAXIMUM OFFERING PRICE: Class A (100 / 94.25 x net asset value per) $ 12.62 $ 14.33 $ 11.21 $ 12.62 ===================================================================================================================================
(a) Class A, Class C, Class R and Class Y shares of Pioneer Solutions - Growth Fund and Class A, Class C, Class R and Class Y shares of Pioneer Solutions - Conservative Fund are exchanged for Class A, Class C, Class R and Class Y shares of Pioneer Solutions - Balanced Fund, respectively. (b) Reflects one-time cost related to the reorganization. (c) Specific investments held by Pioneer Solutions - Balanced Fund, Pioneer Solutions - Growth Fund and Pioneer Solutions - Conservative Fund no longer comply with the new prospectus mandate and are assumed sold. Proceeds have been reallocated amongst existing ETF and affiliated investments held by Pioneer Solutions - Balanced Fund. (d) Derivative investments held by Pioneer Solutions - Balanced Fund, Pioneer Solutions - Growth Fund and Pioneer Solutions - Conservative Fund no longer comply with the new prospectus mandate and are assumed to be sold for cash. See accompanying notes to pro forma financial statements. SAI--7 Pro Forma Combined Statement of Operations Pioneer Solutions -- Balanced Fund For the Twelve Months ended July 31, 2017 (unaudited)
Pioneer Pioneer Pioneer Solutions -- Solutions -- Solutions -- Conservative Pro Forma Pro Forma Balanced Fund Growth Fund Fund Adjustments Combined ------------------------------------------------------------------------------- INVESTMENT INCOME: Dividends from underlying affiliated funds $ 2,701,762 $ 3,335,754 $ 1,339,298 $ -- $ 7,376,814 Dividends from underlying unaffiliated funds 1,018,726 1,109,272 336,733 -- 2,464,731 Interest 70,974 130,045 26,662 -- 227,681 ------------------------------------------------------------------------------------------------------------------------------------ Total investment income $ 3,791,462 $ 4,575,071 $ 1,702,693 $ -- $ 10,069,226 ------------------------------------------------------------------------------------------------------------------------------------ EXPENSES: Management fees $ 224,362 $ 399,810 $ 78,289 $ -- $ 702,461 Transfer agent fees Class A 112,556 277,325 38,361 -- 428,242 Class C 31,038 56,525 12,290 -- 99,853 Class R 117 168 66 -- 351 Class Y 1,029 1,381 310 -- 2,720 Distribution fees Class A 293,331 589,309 110,893 -- 993,533 Class C 543,625 707,276 157,339 -- 1,408,240 Class R 112 134 44 -- 290 Shareholder communication expense 22,975 52,372 6,621 -- 81,968 Administrative reimbursements 93,241 172,639 39,314 (35,016)(b) 270,178 Custodian fees 50,896 51,384 51,407 (54,935)(b) 98,752 Registration fees 75,853 56,292 70,446 (85,038)(a) 117,553 Professional fees 42,516 46,724 42,427 (67,980)(a) 63,687 Printing expense 33,383 26,391 18,244 (35,426)(a) 42,592 Pricing fees 1,615 1,476 1,219 4,310 Fees and expenses of non-affiliated trustees 7,379 10,652 7,096 (10,127)(a) 15,000 Insurance expense 2,354 4,141 939 7,434 Miscellaneous 10,585 11,799 7,209 1,557(a) 31,150 ------------------------------------------------------------------------------------------------------------------------------------ Total expenses $ 1,546,967 $ 2,465,798 $ 642,514 $ (286,965) $ 4,368,314 Less fees waived and expenses reimbursed by the Adviser (107) (139) (102,991) 103,058(b) (179) ------------------------------------------------------------------------------------------------------------------------------------ Net expenses $ 1,546,860 $ 2,465,659 $ 539,523 $ (183,907) $ 4,368,135 ------------------------------------------------------------------------------------------------------------------------------------ Net investment income $ 2,244,602 $ 2,109,412 $ 1,163,170 $ 183,907 $ 5,701,091 ------------------------------------------------------------------------------------------------------------------------------------ REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on: Underlying affiliated funds $ 1,898,557 $ 6,961,742 $ (83,687) $ 318,184(c) $ 9,094,796 Underlying unaffiliated funds (1,558,110) (3,898,915) (42,741) 919,647(c) (4,580,119) Capital gain on distributions from underlying affiliated funds 1,165,286 4,162,676 312,234 -- 5,640,196 Capital gain on distributions from underlying unaffiliated funds 433,965 975,954 35,056 -- 1,444,975 Futures contracts (3,541,877) (1,853,526) (632,170) (288,019)(d) (6,315,592) Swap contracts (389,466) (644,667) (126,396) (288,131)(d) (1,448,660) Written options 262,780 1,190,184 20,724 503,176(d) 1,976,864 Forward foreign currency contracts and other assets and liabilities denominated in foreign currencies 554,349 506,786 207,936 (844,381)(d) 424,690 ------------------------------------------------------------------------------------------------------------------------------------ $ (1,174,516) $ 7,400,234 $ (309,044) $ 320,476 $ 6,237,150 ------------------------------------------------------------------------------------------------------------------------------------ Change in net unrealized appreciation (depreciation) on: Underlying affiliated funds $ 6,974,415 $ 11,842,079 $ 943,543 $ (318,184)(c) $ 19,441,853 Underlying unaffiliated funds 2,624,782 8,911,873 100,735 (919,647)(c) 10,717,743 Futures contracts 506,000 1,275,949 112,311 288,019(d) 2,182,279 Swap contracts 288,358 442,592 93,909 288,131(d) 1,112,990 Written options (64,327) 385,539 (17,544) (503,176)(d) (199,508) Forward foreign currency contracts and other assets and liabilities denominated in foreign currencies (372,479) (66,155) (31,416) 844,381(d) 374,331 ------------------------------------------------------------------------------------------------------------------------------------ $ 9,956,749 $ 22,791,877 $ 1,201,538 $ (320,476) $ 33,629,688 ------------------------------------------------------------------------------------------------------------------------------------ Net realized and unrealized gain (loss) on investments $ 8,782,233 $ 30,192,111 $ 892,494 $ -- $ 39,866,838 ------------------------------------------------------------------------------------------------------------------------------------ Net increase in net assets resulting from operations $ 11,026,835 $ 32,301,523 $ 2,055,664 $ 183,907 $ 45,567,929 ====================================================================================================================================
(a) Reflects reduction in expenses due to elimination of duplicate services. (b) Reflects change in fee structure to conform with Pioneer Solutions -- Balanced Fund's custodian, administrative, management and transfer agent agreements. (c) Represents a realized gain on the sale of specific investments held by Pioneer Solutions -- Balanced Fund, Pioneer Solutions -- Growth Fund and Pioneer Solutions -- Conservative Fund which no longer comply with the Pioneer Solutions -- Balanced Fund's new prospectus mandate. (d) Represents the net realized loss on the sale of derivative investments held by Pioneer Solutions -- Balanced Fund, Pioneer Solutions -- Growth Fund and Pioneer Solutions -- Conservative Fund which no longer comply with the new prospectus mandate. See accompanying notes to pro forma financial statements. SAI--8 NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS Pioneer Solutions -- Balanced Fund July 31, 2017 1. Description of The Fund Pioneer Asset Allocation Trust (the "Trust") is organized as a Delaware statutory trust and is registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (the "1940 Act") as an open-end management investment company. The Trust consists of three separate funds (each, a "Fund," and collectively, the "Funds"), each issuing four classes of shares as follows: Pioneer Solutions -- Conservative Fund ("Conservative Fund") Pioneer Solutions -- Growth Fund ("Growth Fund") Pioneer Solutions -- Balanced Fund ("Balanced Fund"). The investment objective of each of the Conservative Fund, the Growth Fund and the Balanced Fund is to seek long-term capital growth and current income. Each Fund is a "fund of funds." Each Fund seeks to achieve its investment objective by investing primarily in other funds ("underlying funds"). Each Fund may also invest directly in securities and use derivatives. Each Fund invests mainly in funds managed by Amundi Pioneer Asset Management, Inc., formerly Pioneer Investment Management, Inc. Each Fund may also invest in unaffiliated mutual funds or exchange-traded funds ("ETFs"). The Funds indirectly pay a portion of the expenses incurred by underlying funds. Consequently, an investment in the Funds entails more direct and indirect expenses than direct investment in the applicable underlying funds. Each Fund offers four classes of shares designated as Class A, Class C, Class R and Class Y shares. Each class of shares represents an interest in the same portfolio of investments of each Fund and has identical rights (based on relative net asset values) to assets and liquidation proceeds. Share classes can bear different rates of 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 from net investment income earned by each class. The Amended and Restated Declaration of Trust of each Fund gives the Board of Trustees the flexibility to specify either per-share voting or dollar-weighted voting when submitting matters for shareowner approval. Under per-share voting, each share of a class of a Fund is entitled to one vote. Under dollar-weighted voting, a shareowner's voting power is determined not by the number of shares owned, but by the dollar value of the shares on the record date. Each share class has exclusive voting rights with respect to matters affecting only that class, including with respect to the distribution plan for that class. There is no distribution plan for Class Y shares. On July 3, 2017, Amundi acquired Pioneer Investments, a group of asset management companies located throughout the world. Amundi, one of the world's largest asset managers, is headquartered in Paris, France. As a result of the transaction, Pioneer Investment Management, Inc., the Funds' investment adviser, became an indirect wholly owned subsidiary of Amundi and Amundi's wholly owned subsidiary, Amundi USA, Inc. Prior to July 3, 2017, Pioneer Investments was owned by Pioneer Global Asset Management S.p.A., a wholly owned subsidiary of UniCredit S.p.A. In connection with the transaction, the names of the Funds' investment adviser and principal underwriter changed. Effective July 3, 2017, the name of Pioneer Investment Management, Inc. changed to Amundi Pioneer Asset Management, Inc. (the "Adviser") and the name of Pioneer Funds Distributor, Inc. changed to Amundi Pioneer Distributor, Inc. (the "Distributor"). In October 2016, the Securities and Exchange Commission ("SEC") released its Final Rule on Investment Company Reporting Modernization. In addition to introducing two new regulatory reporting forms (Form N-PORT and Form N-CEN), the Final Rule amends Regulation S-X, which impacts financial statement presentation, particularly related to the presentation of derivative investments. Financial statements filed with the SEC with a period end date on or after August 1, 2017 are required to be in compliance with the amendments to Regulation S-X. Although still evaluating the impact of these amendments, management expects the Fund's adoption to be limited to additional financial statement disclosures. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") that require the management of the Funds to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from these estimates. Each Fund is an investment company and follows investment company accounting and reporting guidance under U.S. GAAP. SAI--9 2. Basis of Combination The accompanying pro forma combining financial statements, and related notes, are presented to show the effect of the proposed Reorganization of Growth Fund, Conservative Fund and Balanced Fund (the "Reorganization"), as if such Reorganization had taken place as of July 31, 2017. Under the terms of an Agreement and Plan of Reorganization between these three funds, the combination of Balanced Fund and Growth Fund and Conservative Fund will be treated as a tax-free business combination and accordingly will be accounted for by a method of accounting for tax-free reorganizations of investment companies. The Reorganization will be accomplished by an acquisition of the net assets of the Growth Fund and Conservative Fund in exchange for shares of Balanced Fund at Balanced Fund's net asset values. The accompanying schedules of investments, statements of assets and liabilities and the related statements of operations of Balanced Fund and Growth Fund and Conservative Fund have been combined as of and for the twelve months ended July 31, 2017. Following the Reorganization, Balanced Fund will be the accounting survivor. The Adviser has agreed to pay 50% of the expenses associated with the Reorganization, Balanced Fund will pay 25% of the costs of the reorganization, and Growth Fund and Conservative Fund will equally bear the remaining costs of the Reorganization. These costs are reflected in the pro forma financial statements. These pro forma financial statements and related notes should be read in conjunction with the financial statements of Balanced Fund, the Growth Fund and Conservative Fund included in their respective annual reports to shareowners dated July 31, 2017. The schedule of investments and the statement of assets and liabilities have been shown to reflect the liquidation of certain securities and derivative investments held by Balanced Fund the Growth Fund and Conservative Fund that no longer comply with Balanced Fund's new prospectus mandate. Proceeds from the sale of investment securities have been reallocated into existing ETF and affiliated investments held by Balanced Fund. Proceeds from the sale of derivative investments have been redeemed for cash. The statement of operations reflect the realized gain/loss from the sale of investments and derivative holdings and other adjustments made to expenses for affiliate contractual rates and duplicate services that would not have been incurred if the Reorganization took place on August 1, 2016. 3. Security Valuation The net asset value of the Funds are computed once daily, on each day the New York Stock Exchange ("NYSE") is open, as of the close of regular trading on the NYSE. Shares of open-end registered investment companies (including money market mutual funds) are valued at such funds' net asset value. Repurchase agreements are valued at par. Cash may include overnight time deposits at approved financial institutions. Fixed-income securities are valued by using prices supplied by independent pricing services, which consider such factors as market prices, market events, quotations from one or more brokers, Treasury spreads, yields, maturities and ratings, or may use a pricing matrix or other fair value methods or techniques to provide an estimated value of the security or instrument. A 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. When independent third party pricing services are unable to supply prices, or when prices or market quotations are considered to be unreliable, the value of that security may be determined using quotations from one or more broker-dealers. Swap agreements, including interest rate swaps, caps and floors (other than centrally cleared swap agreements) are valued at the dealer quotations obtained from reputable International Swap Dealers Association members. Centrally cleared swaps are valued at the daily settlement price provided by the central clearing counterparty. Futures contracts are generally valued at the closing settlement price established by the exchange on which they are traded. Options contracts are generally valued at the mean between the last bid and ask prices on the principal exchange where they are traded. Over-the-counter ("OTC") options and options on swaps ("swaptions") are valued using prices supplied by independent pricing services, which consider such factors as market prices, market events, quotations from one or more brokers, Treasury spreads, yields, maturities and ratings, or may use a pricing matrix or other fair value methods or techniques to provide an estimated value of the security or instrument. Forward foreign currency exchange contracts are valued daily using the foreign exchange rate or, for longer term forward contract positions, the spot currency rate, in each case provided by a third party pricing service. Contracts whose forward settlement date falls between two quoted days are valued by interpolation. SAI--10 Securities for which independent pricing services or broker-dealers are unable to supply prices or for which market prices and/or quotations are not readily available or are considered to be unreliable are valued by a fair valuation team comprised of certain personnel of the Adviser, pursuant to procedures adopted by the Funds' Board of Trustees. The Adviser's fair valuation team uses fair value methods approved by the Valuation Committee of the Board of Trustees. The Adviser's fair valuation team is responsible for monitoring developments that may impact fair valued securities and for discussing and assessing fair values on an ongoing basis, and at least quarterly, with the Valuation Committee of the Board of Trustees. Inputs used when applying fair value methods to value a security may include credit ratings, the financial condition of the company, current market conditions and comparable securities. the Funds may use fair value methods if it is determined that a significant event has occurred after the close of the exchange or market on which the security trades and prior to the determination of each Fund's net asset value. Examples of a significant event might include political or economic news, corporate restructurings, natural disasters, terrorist activity or trading halts. Thus, the valuation of each Fund's securities may differ significantly from exchange prices and such differences could be material. At July 31, 2017, the Funds held no securities valued using fair value methods (other than to securities valued using prices supplied by independent pricing services, broker-dealers or using a third party insurance industry pricing model). 4. Investment Income and Transactions Dividend income and realized capital gain distributions from investment company shares held are recorded on the ex-dividend date. Interest income, including interest on income bearing cash accounts, is recorded on the accrual basis. Dividend and interest income are reported net of unrecoverable foreign taxes withheld at the applicable country rates. Security transactions are recorded as of trade date. Gains and losses on sales of investments are calculated on the identified cost method for both financial reporting and federal income tax purposes. 5. Capital Shares The pro forma net asset value per share assumes the issuance of shares of the Balanced Fund that would have been issued at July 31, 2017, in connection with the proposed Reorganization. The number of shares assumed to be issued is equal to the net assets of the Growth Fund and Conservative Fund , as of July 31, 2017, divided by the net asset value of Balanced Fund's shares as of July 31, 2017. The pro forma number of shares outstanding, by class, for the combined Fund consists of the following at July 31, 2017:
Additional Total Shares of Shares Assumed Outstanding Balanced Fund Issued In Shares Class of Shares Pre-Combination Reorganization Post-Combination ------------------------------------------------------------------------------------- Class A 9,629,583 1,951,892 33,229,928 Class C 4,510,554 783,966 12,046,261 Class R 2,590 272 6,446 Class Y 57,903 4,038 146,247
6. Management Agreement The Adviser manages the Funds' portfolios. Management fees for the Fund are calculated daily at an annual rate equal to 0.13% of the Fund's average daily net assets up to $2.5 billion; 0.11% of the Fund's average daily net assets over $2.5 billion up to $4 billion; 0.10% of the Fund's average daily net assets over $4 billion up to $5.5 billion; and 0.08% of the Fund's average daily net assets over $5.5 billion. For the year ended July 31, 2017, the effective management fee for the Fund was equivalent to 0.13% of the Fund's average daily net assets. Fees waived and expenses reimbursed during the year ended July 31, 2017 are reflected in the Statements of Operations. The Adviser has contractually agreed to limit ordinary operating expenses to the extent required to reduce fund expenses, other than underlying fund fees and expenses, to 0.70%, 1.45%, and 0.90% of the average daily net assets attributable to Class A, Class C and Class R shares, respectively. Fees waived and expenses reimbursed during the twelve months ended July 31, 2017, are reflected on the Statement of Operations. The Adviser has agreed to further limit the ordinary operating expenses of Class R shares of the combined fund following the completion of the Reorganization to 0.78% of the average daily net assets attributable to Class R shares. These expense limitations are in effect through December 1, 2019. There can be no assurance that the Adviser will extend the expense limitation agreement for a class of shares beyond the date referred to above. SAI--11 7. Federal Income Taxes Each fund has elected to be taxed as a "regulated investment company" under the Internal Revenue Code. After the acquisition, it will continue to be the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income and net realized capital gains, if any, to its shareowners. Therefore, no federal income tax provision is required. The identified cost of investments for these funds is substantially the same for both financial and federal income tax purposes. The cost of investments will remain unchanged for the combined Fund. SAI--12 2. Pro Forma Financial Statements Assuming Reorganization of only Pioneer Solutions - Conservative Fund into the Acquiring Fund SAI--13 Pro Forma Combined Schedule of Investments Pioneer Solutions - Balanced Fund July 31, 2017 (unaudited)
Pioneer Solutions -- Pioneer Pioneer Balanced Solutions -- Solutions -- Fund % of Balanced Conservative ProForma Pro Forma Fund Fund Pro Forma Combined Combined Shares Shares Adjustment Shares Net Assets ----------------------------------------------------------------------------------------------------------------------------------- MUTUAL FUNDS 98.2% UNAFFILIATED FUNDS 7.1% 74,636 10,871 (85,507) -- AMG Managers Fairpointe Mid Cap Fund Class I 123,725 18,506 (142,231) -- Columbia Contrarian Core Fund Class Y 735,648 221,619 (957,267) -- Doubleline Total Return Bond Fund Class I 16,694 3,802 8,902 29,398 iShares Core MSCI Emerging Markets ETF 89,985 12,179 56,299 158,463 iShares MSCI Canada ETF 49,534 11,588 26,107 87,229 iShares MSCI China ETF 37,046 8,603 19,589 65,238 iShares MSCI South Korea Capped ETF -- 11,820 (11,820) -- JOHCM Asia Ex-Japan Equity Fund Class IS -- 245,938 (245,938) -- Metropolitan West Total Return Bond Fund Class I 594,024 250,261 (844,285) -- MFS Total Return Bond Fund Class I -- 9,076 (9,076) -- Oak Ridge Small Cap Growth Fund Class K 166,209 13,929 (180,138) -- T. Rowe Price International Funds - European Stock Fund 548,481 230,893 (779,374) -- Western Asset Core Plus Bond Fund Class IS ----------------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENTS IN UNAFFILIATED FUNDS ----------------------------------------------------------------------------------------------------------------------------------- AFFILIATED FUNDS* 91.1% 1,505,215 1,587,722 (442,258) 2,650,679 Pioneer Bond Fund Class K 195,351 28,841 119,821 344,013 Pioneer Core Equity Fund Class Y 491,134 62,800 310,951 864,885 Pioneer Disciplined Value Fund Class Y 491,341 44,418 329,491 865,250 Pioneer Dynamic Credit Fund Class Y -- 26,170 (26,170) -- Pioneer Floating Rate Fund Class K 130,055 18,199 80,773 229,027 Pioneer Fund Class Y 173,510 24,917 107,124 305,551 Pioneer Fundamental Growth Fund Class K 1,078,851 165,382 655,620 1,899,853 Pioneer Global Equity Fund Class K 312,079 17,231 220,260 549,570 Pioneer Global High Yield Fund Class Y 1 12,638 (12,633) 6 Pioneer High Yield Fund Class Y 1,172,294 100,030 792,081 2,064,405 Pioneer International Equity Fund Class Y 228,181 29,925 143,720 401,826 Pioneer Mid Cap Value Fund Class K 2,036,411 1,411,045 138,657 3,586,113 Pioneer Strategic Income Fund Class K ----------------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENTS IN AFFILIATED FUNDS ----------------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENTS MUTUAL FUNDS 98.2% -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Pioneer Pioneer Solutions -- Solutions -- Solutions -- Balanced Conservative Balanced Fund Fund Fund Pro Forma Market Market Pro Forma Combined Value Value Adjustment (a) Market Value ---------------------------------------------------------------------------- $ 3,288,456 $ 478,975 $ (3,767,431) $ -- 3,205,715 479,490 (3,685,205) -- 7,871,434 2,371,323 (10,242,757) -- 881,276 200,708 469,941 1,551,925 2,510,581 339,794 1,570,750 4,421,125 2,942,815 688,443 1,551,030 5,182,288 2,582,106 599,629 1,365,346 4,547,081 -- 145,384 (145,384) -- -- 2,624,158 (2,624,158) -- 6,385,758 2,690,306 (9,076,064) -- -- 330,276 (330,276) -- 3,365,732 282,062 (3,647,794) -- 6,504,985 2,738,391 (9,243,376) -- ---------------------------------------------------------------------------- $ 39,538,858 $ 13,968,939 $ (37,805,378) $ 15,702,419 ---------------------------------------------------------------------------- $ 14,645,742 $ 15,448,535 $ (4,303,173) $ 25,791,104 3,994,931 589,798 2,450,331 7,035,060 8,344,367 1,066,972 5,283,064 14,694,403 4,687,396 423,748 3,143,345 8,254,489 -- 178,218 (178,218) -- 4,207,283 588,738 2,612,992 7,409,013 3,848,452 552,659 2,376,000 6,777,111 16,937,961 2,596,497 10,293,236 29,827,694 2,783,745 153,703 1,964,717 4,902,165 6 124,233 (124,228) 11 27,384,773 2,336,709 18,503,016 48,224,498 5,788,952 759,197 3,646,177 10,194,326 22,095,059 15,309,838 1,504,430 38,909,327 ---------------------------------------------------------------------------- $ 114,718,667 $ 40,128,845 $ 47,171,689 $ 202,019,201 ---------------------------------------------------------------------------- $ 154,257,525 $ 54,097,784 $ 9,366,311 $ 217,721,620 ----------------------------------------------------------------------------
SAI--14
Pioneer Solutions -- Pioneer Pioneer Balanced Solutions -- Solutions -- Fund % of Balanced Conservative ProForma Pro Forma Fund Fund Pro Forma Combined Combined Shares Shares Adjustment Shares Net Assets -------------------------------------------------------------------------------------------------------------------------------- Principal Principal Pro Forma Principal Amount ($) Amount ($) Adjustment Amount ($) -------------------------------------------------------------------------------------------------------------------------------- U.S. GOVERNMENT AND AGENCY OBLIGATION 0.0% 3,632,917 1,265,817 (4,898,734) -- U.S. Treasury Inflation Indexed Note, 0.375%, 1/15/27 -------------------------------------------------------------------------------------------------------------------------------- TOTAL U.S. GOVERNMENT AND AGENCY OBLIGATION -------------------------------------------------------------------------------------------------------------------------------- Principal Principal Pro Forma Principal Amount ($) Amount ($) Adjustment Amount ($) -------------------------------------------------------------------------------------------------------------------------------- SOVEREIGN DEBT OBLIGATION 0.0% JPY 361,201,906 121,069,342 (482,271,248) -- Japanese Government CPI Linked Bond, 0.10%, 3/10/25 -------------------------------------------------------------------------------------------------------------------------------- TOTAL SOVEREIGN DEBT OBLIGATION -------------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENTS IN SECURITIES 98.2% -------------------------------------------------------------------------------------------------------------------------------- OTHER ASSETS AND LIABILITIES 1.8% -------------------------------------------------------------------------------------------------------------------------------- TOTAL NET ASSETS 100.0% -------------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENT AT COST ================================================================================================================================
Pioneer Pioneer Pioneer Solutions -- Solutions -- Solutions -- Balanced Conservative Balanced Fund Fund Fund Pro Forma Market Market Pro Forma Combined Value Value Adjustment (a) Market Value ------------------------------------------------------------------------------- $ 3,585,123 $ 1,249,164 $ (4,834,287) $ -- ------------------------------------------------------------------------------- $ 3,585,123 $ 1,249,164 $ (4,834,287) $ -- ------------------------------------------------------------------------------- $ 3,394,305 $ 1,137,719 $ (4,532,024) $ -- ------------------------------------------------------------------------------- $ 3,394,305 $ 1,137,719 $ (4,532,024) $ -- ------------------------------------------------------------------------------- $ 161,236,953 $ 56,484,667 $ -- $ 217,721,620 ------------------------------------------------------------------------------- $ 3,296,829 $ 813,612 $ -- $ 4,110,441 ------------------------------------------------------------------------------- $ 164,533,782 $ 57,298,279 $ -- $ 221,757,061(b) ------------------------------------------------------------------------------- $ 145,381,077 $ 54,580,710 $ 48,003 $ 200,009,790 ===============================================================================
* Affiliated funds managed by the Adviser. (a) Specific investments held by Pioneer Solutions -- Balanced Fund and Pioneer Solutions -- Conservative Fund no longer comply with the new prospectus mandate and are assumed sold. Proceeds have been reallocated amongst existing ETF and affiliated investments held by Pioneer Solutions -- Balanced Fund. (b) Reflects costs of the reorganization. JPY Japanese Yen SAI--15 Pro Forma Statement of Assets and Liabilities Pioneer Solutions - Balanced Fund July 31, 2017 (unaudited)
Pioneer Pioneer Solutions - Solutions - Balanced Conservative Pro Forma Pro Forma Fund Fund Adjustments Combined ------------------------------------------------------------- ASSETS: Investment in securities of affiliated funds, at value (at cost $99,756,860 and $38,551,471, respectively) $ 114,718,667 $ 40,128,845 $ 47,171,689(c) $ 202,019,201 Investment in securities of unaffiliated funds, at value (at cost $45,624,217 and $16,029,239, respectively) 46,518,286 16,355,822 (47,171,689)(c) 15,702,419 Cash 1,377,044 255,623 2,622,767(d) 4,255,434 Foreign currencies, at value (at cost $14,228 and $17,375, respectively) 6,991 16,595 -- 23,586 Restricted cash 2,744,246 661,536 (3,405,782)(d) -- Unrealized appreciation on forward foreign currency contracts 876,171 202,476 (1,078,647)(d) -- Receivables - Capital stock sold 48,361 9,633 -- 57,994 Distributions to shareowner 1,785 -- -- 1,785 Dividends 157,458 97,396 -- 254,854 Interest 1,922 653 -- 2,575 Due from the Adviser 36 19,323 -- 19,359 Other assets 23,927 25,774 -- 49,701 ----------------------------------------------------------------------------------------------------------------------------------- Total assets $ 166,474,894 $ 57,773,676 $ (1,861,662) $ 222,386,908 ----------------------------------------------------------------------------------------------------------------------------------- LIABILITIES: Unrealized depreciation on interest rate swap agreements $ 21,053 $ 7,009 $ (28,062)(d) $ -- Unrealized depreciation on forward foreign currency contracts 1,379,203 259,470 (1,638,673)(d) -- Payables for: Capital stock redeemed 272,841 76,991 -- 349,832 Distributions to shareowners -- 2,266 -- 2,266 Professional fees 35,433 39,890 -- 75,323 Custodian fees 8,739 11,474 -- 20,213 Swap payments 3,866 1,282 -- 5,148 Variation margin for centrally cleared interest rate swap agreements 81,920 26,389 (108,309)(d) -- Variation margin for futures contracts 65,656 20,962 (86,618)(d) -- Due to affiliates 32,046 10,086 -- 42,132 Accrued expenses 40,355 19,578 75,000(b) 134,933 ----------------------------------------------------------------------------------------------------------------------------------- Total liabilities $ 1,941,112 $ 475,397 $ (1,786,662) $ 629,847 ----------------------------------------------------------------------------------------------------------------------------------- NET ASSETS: Paid-in capital $ 154,585,013 $ 56,719,819 $ -- $ 211,304,832 Undistributed net investment income 559,550 602,604 (75,000)(b) 1,087,154 Accumulated net realized gain (loss) on investments, futures contracts, swap agreements, written options and foreign currency transactions (5,846,581) (1,788,216) (711,958)(c) (8,346,755) Net unrealized appreciation (depreciation) on investments 15,855,876 1,903,957 (48,003)(c) 17,711,830 Net unrealized appreciation (depreciation) on futures contracts (22,799) (54,750) 77,549(d) -- Net unrealized appreciation (depreciation) on swap contracts (86,792) (27,295) 114,087(d) -- Net unrealized appreciation (depreciation) on written options Net unrealized appreciation (depreciation) on forward foreign currency contracts (510,485) (57,840) 568,325(d) -- ----------------------------------------------------------------------------------------------------------------------------------- Total net assets $ 164,533,782 $ 57,298,279 $ (75,000) $ 221,757,061 ===================================================================================================================================
SAI--16 Pro Forma Statement of Assets and Liabilities (continued) Pioneer Solutions - Balanced Fund July 31, 2017 (unaudited)
Pioneer Pioneer Solutions - Solutions - Balanced Conservative Pro Forma Pro Forma Fund Fund Adjustments Combined ----------------------------------------------------------------- NET ASSETS BY CLASS: Class A $ 114,528,007 $ 42,698,526 $ (54,048)(b) $ 157,172,485 ======================================================================================================================== Class C $ 49,276,765 $ 14,336,044 $ (20,613)(b) $ 63,592,196 ======================================================================================================================== Class R $ 30,644 $ 8,980 $ (13)(b) $ 39,611 ======================================================================================================================== Class Y $ 698,366 $ 254,729 $ (326)(b) $ 952,769 ======================================================================================================================== OUTSTANDING SHARES: (No par value, unlimited number of shares authorized) Class A 9,629,583 4,038,342 (447,213)(a) 13,220,712 ======================================================================================================================== Class C 4,510,554 1,403,217 (90,392)(a) 5,823,379 ======================================================================================================================== Class R 2,590 852 (93)(a) 3,349 ======================================================================================================================== Class Y 57,903 25,570 (4,448)(a) 79,025 ======================================================================================================================== NET ASSET VALUE PER SHARE: Class A $ 11.89 $ 10.57 $ 11.89 ======================================================================================================================== Class C $ 10.92 $ 10.22 $ 10.92 ======================================================================================================================== Class R $ 11.83 $ 10.54 $ 11.83 ======================================================================================================================== Class Y $ 12.06 $ 9.96 $ 12.06 ======================================================================================================================== MAXIMUM OFFERING PRICE: Class A (100 / 94.25 x net asset value per) $ 12.62 $ 11.21 $ 12.62 ========================================================================================================================
(a) Class A, Class C, Class R and Class Y shares of Pioneer Solutions -- Conservative Fund are exchanged for Class A, Class C, Class R and Class Y shares of Pioneer Solutions -- Balanced Fund, respectively. (b) Reflects one-time cost related to the reorganization. (c) Specific investments held by Pioneer Solutions -- Balanced Fund and Pioneer Solutions -- Conservative Fund no longer comply with the new prospectus mandate and are assumed sold. Proceeds have been reallocated amongst existing ETF and affiliated investments held by Pioneer Solutions -- Balanced Fund. (d) Derivative investments held by Pioneer Solutions -- Balanced Fund and Pioneer Solutions -- Conservative Fund no longer comply with the new prospectus mandate and are assumed to be sold for cash. See accompanying notes to pro forma financial statements. SAI--17 Pro Forma Statement of Operations Pioneer Solutions - Balanced Fund For the year ended July 31, 2017 (unaudited)
Pioneer Pioneer Solutions - Solutions - Balanced Conservative Pro Forma Pro Forma Fund Fund Adjustments Combined --------------------------------------------------------------- INVESTMENT INCOME: Dividends from underlying affiliated funds $ 2,701,762 $ 1,339,298 $ -- $ 4,041,060 Dividends from underlying unaffiliated funds 1,018,726 336,733 -- 1,355,459 Interest 70,974 26,662 -- 97,636 ---------------------------------------------------------------------------------------------------------------------------------- Total investment income $ 3,791,462 $ 1,702,693 $ -- $ 5,494,155 ---------------------------------------------------------------------------------------------------------------------------------- EXPENSES: Management fees $ 224,362 $ 78,289 $ -- $ 302,651 Transfer agent fees Class A 112,556 38,361 -- 150,917 Class C 31,038 12,290 -- 43,328 Class R 117 66 -- 183 Class Y 1,029 310 -- 1,339 Distribution fees Class A 293,331 110,893 -- 404,224 Class C 543,625 157,339 -- 700,964 Class R 112 44 -- 156 Shareholder communication expense 22,975 6,621 -- 29,596 Administrative reimbursements 93,241 39,314 (16,150)(b) 116,405 Custodian fees 50,896 51,407 (20,461)(b) 81,842 Registration fees 75,853 70,446 (36,575)(a) 109,724 Professional fees 42,516 42,427 (33,291)(a) 51,652 Printing expense 33,383 18,244 (11,781)(a) 39,846 Pricing fees 1,615 1,219 (2,834)(a) -- Fees and expenses of non-affiliated trustees 7,379 7,096 (4,475)(a) 10,000 Insurance expense 2,354 939 -- 3,293 Miscellaneous 10,585 7,209 3,508(a) 21,302 ---------------------------------------------------------------------------------------------------------------------------------- Total expenses $ 1,546,967 $ 642,514 $ (122,059) $ 2,067,422 Less fees waived and expenses reimbursed by the Adviser (107) (102,991) 102,987(b) (111) ---------------------------------------------------------------------------------------------------------------------------------- Net expenses $ 1,546,860 $ 539,523 $ (19,072) $ 2,067,311 ---------------------------------------------------------------------------------------------------------------------------------- Net investment income $ 2,244,602 $ 1,163,170 $ 19,072 $ 3,426,844 ---------------------------------------------------------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on: Underlying affiliated funds $ 1,898,557 $ (83,687) $ 35,958(c) $ 1,850,828 Underlying unaffiliated funds (1,558,110) (42,741) 12,045(c) (1,588,806) Capital gain on distributions from underlying affiliated funds 1,165,286 312,234 -- 1,477,520 Capital gain on distributions from underlying unaffiliated funds 433,965 35,056 -- 469,021 Futures contracts (3,541,877) (632,170) (77,549)(d) (4,251,596) Swap contracts (389,466) (126,396) (114,087)(d) (629,949) Written options 262,780 20,724 -- 283,504 Forward foreign currency contracts and other assets and liabilities denominated in foreign currencies 554,349 207,936 (568,325)(d) 193,960 ---------------------------------------------------------------------------------------------------------------------------------- $ (1,174,516) $ (309,044) $ (711,958) $ (2,195,518) ---------------------------------------------------------------------------------------------------------------------------------- Change in net unrealized apprecaition (deprecaition) on: Underlying affiliated funds $ 6,974,415 $ 943,543 $ (35,958)(c) $ 7,882,000 Underlying unaffiliated funds 2,624,782 100,735 (12,045)(c) 2,713,472 Futures contracts 506,000 112,311 77,549(d) 695,860 Swap contracts 288,358 93,909 114,087(d) 496,354 Written options (64,327) (17,544) -- (81,871) Forward foreign currency contracts and other assets and liabilities denominated in foreign currencies (372,479) (31,416) 568,325(d) 164,430 ---------------------------------------------------------------------------------------------------------------------------------- $ 9,956,749 $ 1,201,538 $ 711,958 $ 11,870,245 ---------------------------------------------------------------------------------------------------------------------------------- Net realized and unrealized gain (loss) on investments, futures contracts, written options, swap contracts and foreign currency transactions $ 8,782,233 $ 892,494 $ -- $ 9,674,727 ---------------------------------------------------------------------------------------------------------------------------------- Net increase in net assets resulting from operations $ 11,026,835 $ 2,055,664 $ 19,072 $ 13,101,571 ==================================================================================================================================
(a) Reflects reduction in expenses due to elimination of duplicate services. (b) Reflects change in fee structure to conform with Pioneer Solutions -- Balanced Fund's custodian, administrative, management and transfer agent agreements. (c) Represents a realized gain on the sale of specific investments held by Pioneer Solutions -- Balanced Fund and Pioneer Solutions -- Conservative Fund which no longer comply with the Pioneer Solutions -- Balanced Fund's new prospectus mandate. (d) Represents the net realized loss on the sale of derivative investments held by Pioneer Solutions -- Balanced Fund and Pioneer Solutions -- Conservative Fund which no longer comply with the new prospectus mandate. See accompanying notes to pro forma financial statements. SAI--18 NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS Pioneer Solutions -- Balanced Fund July 31, 2017 1. Description of the Fund Pioneer Asset Allocation Trust (the "Trust") is organized as a Delaware statutory trust and is registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (the "1940 Act") as an open-end management investment company. The Trust consists of three separate funds (each, a "Fund," and collectively, the "Funds"), each issuing four classes of shares as follows: Pioneer Solutions -- Conservative Fund ("Conservative Fund") Pioneer Solutions -- Growth Fund ("Growth Fund") Pioneer Solutions -- Balanced Fund ("Balanced Fund"). The investment objective of each of the Conservative Fund, the Growth Fund and the Balanced Fund is to seek long-term capital growth and current income. Each Fund is a "fund of funds." Each Fund seeks to achieve its investment objective by investing primarily in other funds ("underlying funds"). Each Fund may also invest directly in securities and use derivatives. Each Fund invests mainly in funds managed by Amundi Pioneer Asset Management, Inc., formerly Pioneer Investment Management, Inc. Each Fund may also invest in unaffiliated mutual funds or exchange-traded funds ("ETFs"). The Funds indirectly pay a portion of the expenses incurred by underlying funds. Consequently, an investment in the Funds entails more direct and indirect expenses than direct investment in the applicable underlying funds. Each Fund offers four classes of shares designated as Class A, Class C, Class R and Class Y shares. Each class of shares represents an interest in the same portfolio of investments of each Fund and has identical rights (based on relative net asset values) to assets and liquidation proceeds. Share classes can bear different rates of 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 from net investment income earned by each class. The Amended and Restated Declaration of Trust of each Fund gives the Board of Trustees the flexibility to specify either per-share voting or dollar-weighted voting when submitting matters for shareowner approval. Under per-share voting, each share of a class of a Fund is entitled to one vote. Under dollar-weighted voting, a shareowner's voting power is determined not by the number of shares owned, but by the dollar value of the shares on the record date. Each share class has exclusive voting rights with respect to matters affecting only that class, including with respect to the distribution plan for that class. There is no distribution plan for Class Y shares. On July 3, 2017, Amundi acquired Pioneer Investments, a group of asset management companies located throughout the world. Amundi, one of the world's largest asset managers, is headquartered in Paris, France. As a result of the transaction, Pioneer Investment Management, Inc., the Funds' investment adviser, became an indirect wholly owned subsidiary of Amundi and Amundi's wholly owned subsidiary, Amundi USA, Inc. Prior to July 3, 2017, Pioneer Investments was owned by Pioneer Global Asset Management S.p.A., a wholly owned subsidiary of UniCredit S.p.A. In connection with the transaction, the names of the Funds' investment adviser and principal underwriter changed. Effective July 3, 2017, the name of Pioneer Investment Management, Inc. changed to Amundi Pioneer Asset Management, Inc. ("the Adviser") and the name of Pioneer Funds Distributor, Inc. changed to Amundi Pioneer Distributor, Inc. (the "Distributor"). In October 2016, the Securities and Exchange Commission ("SEC") released its Final Rule on Investment Company Reporting Modernization. In addition to introducing two new regulatory reporting forms (Form N-PORT and Form N-CEN), the Final Rule amends Regulation S-X, which impacts financial statement presentation, particularly related to the presentation of derivative investments. Financial statements filed with the SEC with a period end date on or after August 1, 2017 are required to be in compliance with the amendments to Regulation S-X. Although still evaluating the impact of these amendments, management expects the Fund's adoption to be limited to additional financial statement disclosures. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") that require the management of the Funds to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from these estimates. Each Fund is an investment company and follows investment company accounting and reporting guidance under U.S. GAAP. SAI--19 2. Basis of Combination The accompanying pro forma combining financial statements, and related notes, are presented to show the effect of the proposed Reorganization of Conservative Fund with and into the Balanced Fund (the "Reorganization"), as if such Reorganization had taken place as of July 31, 2017. Under the terms of an Agreement and Plan of Reorganization between these two funds, the combination of the Balanced Fund and Conservative Fund will be treated as a tax-free business combination and accordingly will be accounted for by a method of accounting for tax-free reorganizations of investment companies. The Reorganization will be accomplished by an acquisition of the net assets of the Conservative Fund in exchange for shares of the Balanced Fund at the Balanced Fund's net asset values. The accompanying schedules of investments, statements of assets and liabilities and the related statements of operations of the Balanced Fund and Conservative Fund have been combined as of and for the twelve months ended July 31, 2017. Following the Reorganization, the Fund will be the accounting survivor. The Adviser has agreed to pay 50% of the expenses associated with the Reorganization, and the Balanced Fund and Conservative Fund will equally bear the remaining costs of the Reorganization. These costs are reflected in the pro forma financial statements. These pro forma financial statements and related notes should be read in conjunction with the financial statements of the Balanced Fund and Conservative Fund included in their respective annual reports to shareowners dated July 31, 2017. The schedule of investments and the statement of assets and liabilities have been shown to reflect the liquidation of certain securities and derivative investments held by the Balanced Fund and Conservative Fund that no longer comply with the Balanced Fund's new prospectus mandate. Proceeds from the sale of investment securities have been reallocated into existing ETF and affiliated investments held by the Balanced Fund. Proceeds from the sale of derivative investments have been redeemed for cash. The statement of operations reflect the realized gain/loss from the sale of investments and derivative holdings and other adjustments made to expenses for affiliate contractual rates and duplicate services that would not have been incurred if the Reorganization took place on August 1, 2016. 3. Security Valuation The net asset value of the Funds are computed once daily, on each day the New York Stock Exchange ("NYSE") is open, as of the close of regular trading on the NYSE. Shares of open-end registered investment companies (including money market mutual funds) are valued at such funds' net asset value. Repurchase agreements are valued at par. Cash may include overnight time deposits at approved financial institutions. Fixed-income securities are valued by using prices supplied by independent pricing services, which consider such factors as market prices, market events, quotations from one or more brokers, Treasury spreads, yields, maturities and ratings, or may use a pricing matrix or other fair value methods or techniques to provide an estimated value of the security or instrument. A 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. When independent third party pricing services are unable to supply prices, or when prices or market quotations are considered to be unreliable, the value of that security may be determined using quotations from one or more broker-dealers. Swap agreements, including interest rate swaps, caps and floors (other than centrally cleared swap agreements) are valued at the dealer quotations obtained from reputable International Swap Dealers Association members. Centrally cleared swaps are valued at the daily settlement price provided by the central clearing counterparty. Futures contracts are generally valued at the closing settlement price established by the exchange on which they are traded. Options contracts are generally valued at the mean between the last bid and ask prices on the principal exchange where they are traded. Over-the-counter ("OTC") options and options on swaps ("swaptions") are valued using prices supplied by independent pricing services, which consider such factors as market prices, market events, quotations from one or more brokers, Treasury spreads, yields, maturities and ratings, or may use a pricing matrix or other fair value methods or techniques to provide an estimated value of the security or instrument. Forward foreign currency exchange contracts are valued daily using the foreign exchange rate or, for longer term forward contract positions, the spot currency rate, in each case provided by a third party pricing service. Contracts whose forward settlement date falls between two quoted days are valued by interpolation. SAI--20 Securities for which independent pricing services or broker-dealers are unable to supply prices or for which market prices and/or quotations are not readily available or are considered to be unreliable are valued by a fair valuation team comprised of certain personnel of the Adviser, pursuant to procedures adopted by the Funds' Board of Trustees. The Adviser's fair valuation team uses fair value methods approved by the Valuation Committee of the Board of Trustees. The Adviser's fair valuation team is responsible for monitoring developments that may impact fair valued securities and for discussing and assessing fair values on an ongoing basis, and at least quarterly, with the Valuation Committee of the Board of Trustees. Inputs used when applying fair value methods to value a security may include credit ratings, the financial condition of the company, current market conditions and comparable securities. The Funds may use fair value methods if it is determined that a significant event has occurred after the close of the exchange or market on which the security trades and prior to the determination of each Fund's net asset value. Examples of a significant event might include political or economic news, corporate restructurings, natural disasters, terrorist activity or trading halts. Thus, the valuation of each Fund's securities may differ significantly from exchange prices and such differences could be material. At July 31, 2017, the Funds held no securities valued using fair value methods (other than to securities valued using prices supplied by independent pricing services, broker-dealers or using a third party insurance industry pricing model). 4. Investment Income and Transactions Dividend income and realized capital gain distributions from investment company shares held are recorded on the ex-dividend date. Interest income, including interest on income bearing cash accounts, is recorded on the accrual basis. Dividend and interest income are reported net of unrecoverable foreign taxes withheld at the applicable country rates. Security transactions are recorded as of trade date. Gains and losses on sales of investments are calculated on the identified cost method for both financial reporting and federal income tax purposes. 5. Capital Shares The pro forma net asset value per share assumes the issuance of shares of the Balanced Fund that would have been issued at July 31, 2017, in connection with the proposed Reorganization. The number of shares assumed to be issued is equal to the net assets of the Conservative Fund, as of July 31, 2017, divided by the net asset value of the Balanced Fund's shares as of July 31, 2017. The pro forma number of shares outstanding, by class, for the combined Fund consists of the following at July 31, 2017:
Additional Total Shares of Shares Assumed Outstanding Balanced Fund Issued In Shares Class of Shares Pre-Combination Reorganization Post-Combination ------------------------------------------------------------------------------ Class A 9,629,583 3,591,129 13,220,712 Class C 4,510,554 1,312,825 5,823,379 Class R 2,590 759 3,349 Class Y 57,903 21,122 79,025
6. Management Agreement The Adviser manages the Funds' portfolios. Management fees for the Fund are calculated daily at an annual rate equal to 0.13% of the Fund's average daily net assets up to $2.5 billion; 0.11% of the Fund's average daily net assets over $2.5 billion up to $4 billion; 0.10% of the Fund's average daily net assets over $4 billion up to $5.5 billion; and 0.08% of the Fund's average daily net assets over $5.5 billion. For the year ended July 31, 2017, the effective management fee for the Balanced Fund was equivalent to 0.13% of the Fund's average daily net assets. Fees waived and expenses reimbursed during the year ended July 31, 2017 are reflected in the Statements of Operations. The Adviser has contractually agreed to limit ordinary operating expenses to the extent required to reduce fund expenses, other than underlying fund fees and expenses, to 0.70%, 1.45%, and 0.90% of the average daily net assets attributable to Class A, Class C and Class R shares, respectively. Fees waived and expenses reimbursed during the twelve months ended July 31, 2017, are reflected on the Statement of Operations. The Adviser has agreed to further limit the ordinary operating expenses of Class R shares of the combined fund following the completion of the Reorganization to 0.78% of the average daily net assets attributable to Class R shares. These expense limitations are in effect through December 1, 2019. There can be no assurance that the Adviser will extend the expense limitation agreement for a class of shares beyond the date referred to above. SAI--21 7. Federal Income Taxes Each fund has elected to be taxed as a "regulated investment company" under the Internal Revenue Code. After the acquisition, it will continue to be the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income and net realized capital gains, if any, to its shareowners. Therefore, no federal income tax provision is required. The identified cost of investments for these funds is substantially the same for both financial and federal income tax purposes. The cost of investments will remain unchanged for the combined Fund. SAI--22 3. Pro Forma Financial Statements Assuming Reorganization of only Pioneer Solutions - Growth Fund into the Acquiring Fund SAI--23 Pro Forma Combined Schedule of Investments Pioneer Solutions - Balanced Fund July 31, 2017 (unaudited)
Pioneer Solutions -- Pioneer Pioneer Balanced Solutions -- Solutions -- Fund % of Balanced Growth Pro Forma Pro Forma Fund Fund Pro Forma Combined Combined Shares Shares Adjustment Shares Net Assets ------------------------------------------------------------------------------------------------------------------------------- MUTUAL FUNDS 97.9% UNAFFILIATED FUNDS 7.1% 74,636 195,731 (270,367) -- AMG Managers Fairpointe Mid Cap Fund Class I 123,725 401,463 (525,188) -- Columbia Contrarian Core Fund Class Y 735,648 323,717 (1,059,365) -- Doubleline Total Return Bond Fund Class I 16,694 40,760 4,838 62,292 iShares Core MSCI Emerging Markets ETF 89,985 237,003 8,784 335,772 iShares MSCI Canada ETF 49,534 120,827 14,471 184,832 iShares MSCI China ETF 37,046 92,280 8,908 138,234 iShares MSCI South Korea Capped ETF -- 386,257 (386,257) -- JOHCM Asia Ex-Japan Equity Fund Class IS -- 441,868 (441,868) -- JPMorgan Intrepid European Fund Class L 594,024 -- (594,024) -- MFS Total Return Bond Fund Class I -- 213,156 (213,156) -- Oak Ridge Small Cap Growth Fund Class K 166,209 508,467 (674,676) -- T. Rowe Price International Funds - European Stock Fund 548,481 -- (548,481) -- Western Asset Core Plus Bond Fund Class IS ------------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENTS IN UNAFFILIATED FUNDS ------------------------------------------------------------------------------------------------------------------------------- AFFILIATED FUNDS* 90.8% 1,505,215 1,902,159 2,209,215 5,616,589 Pioneer Bond Fund Class K 195,351 619,773 (86,187) 728,937 Pioneer Core Equity Fund Class Y 491,134 1,584,109 (242,616) 1,832,627 Pioneer Disciplined Value Fund Class Y 491,341 -- 1,342,059 1,833,400 Pioneer Dynamic Credit Fund Class Y 130,055 459,868 (104,632) 485,291 Pioneer Fund Class Y 173,510 626,568 (152,639) 647,439 Pioneer Fundamental Growth Fund Class K 1,078,851 2,341,358 605,437 4,025,646 Pioneer Global Equity Fund Class K 312,079 -- 852,419 1,164,498 Pioneer Global High Yield Fund Class Y 262,268 (262,268) -- Pioneer Global Multisector Income Fund Class Y 1 -- 2 3 Pioneer High Yield Fund Class Y 1,172,294 2,322,206 879,819 4,374,319 Pioneer International Equity Fund Class Y 228,181 693,486 (70,228) 851,439 Pioneer Mid Cap Value Fund Class K 2,036,411 870,025 4,692,268 7,598,704 Pioneer Strategic Income Fund Class K ------------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENTS IN AFFILIATED FUNDS ------------------------------------------------------------------------------------------------------------------------------- TOTAL MUTUAL FUNDS -------------------------------------------------------------------------------------------------------------------------------
Pioneer Pioneer Pioneer Solutions -- Solutions -- Solutions -- Balanced Fund Balanced Growth Pro Forma Fund Fund Combined Market Market Pro Forma Market Value Value Adjustment (a) Value --------------------------------------------------------------------- $ 3,288,456 $ 8,623,921 $ (11,912,377) $ -- 3,205,715 10,401,906 (13,607,621) -- 7,871,434 3,463,772 (11,335,206) -- 881,276 2,151,720 255,415 3,288,411 2,510,581 6,612,384 245,069 9,368,034 2,942,815 7,178,332 859,731 10,980,878 2,582,106 6,431,916 620,900 9,634,922 -- 4,750,964 (4,750,964) -- -- 11,855,319 (11,855,319) -- 6,385,758 -- (6,385,758) -- -- 7,756,747 (7,756,747) -- 3,365,732 10,296,457 (13,662,189) -- 6,504,985 -- (6,504,985) -- --------------------------------------------------------------------- $ 39,538,858 $ 79,523,438 $ (85,790,051) $ 33,272,245 --------------------------------------------------------------------- $ 14,645,742 $ 18,508,007 $ 21,495,663 $ 54,649,412 3,994,931 12,674,353 (1,762,518) 14,906,766 8,344,367 26,914,012 (4,122,044) 31,136,335 4,687,396 -- 12,803,247 17,490,643 4,207,283 14,876,717 (3,384,860) 15,699,140 3,848,452 13,897,278 (3,385,541) 14,360,189 16,937,961 36,759,321 9,505,361 63,202,643 2,783,745 -- 7,603,575 10,387,320 2,848,230 (2,848,230) -- 6 -- 18 24 27,384,773 54,246,741 20,552,570 102,184,084 5,788,952 17,593,740 (1,781,682) 21,601,010 22,095,059 9,439,771 50,911,112 82,445,942 --------------------------------------------------------------------- $ 114,718,667 $ 207,758,170 $ 105,586,671 $ 428,063,508 --------------------------------------------------------------------- $ 154,257,525 $ 287,281,608 $ 19,796,620 $ 461,335,753 ---------------------------------------------------------------------
SAI--24
Pioneer Solutions -- Pioneer Pioneer Balanced Solutions -- Solutions -- Fund % of Balanced Growth Pro Forma Pro Forma Fund Fund Pro Forma Combined Combined Shares Shares Adjustment Shares Net Assets ----------------------------------------------------------------------------------------------------------------------------------- Principal Principal ProForma Principal Amount ($) Amount ($) Adjustment Amount ($) ----------------------------------------------------------------------------------------------------------------------------------- U.S. GOVERNMENT AND AGENCY OBLIGATION 0.0% 3,632,917 6,796,244 (10,429,161) -- U.S. Treasury Inflation Indexed Note, 0.375%, 1/15/27 ----------------------------------------------------------------------------------------------------------------------------------- TOTAL U.S. GOVERNMENT AND AGENCY OBLIGATION ----------------------------------------------------------------------------------------------------------------------------------- SOVEREIGN DEBT OBLIGATION 0.0% JPY 361,201,906 615,878,840 (977,080,746) -- Japanese Government CPI Linked Bond, 0.10%, 3/10/25 ----------------------------------------------------------------------------------------------------------------------------------- TOTAL SOVEREIGN DEBT OBLIGATION ----------------------------------------------------------------------------------------------------------------------------------- ProForma Contracts Contracts Adjustment Contracts ----------------------------------------------------------------------------------------------------------------------------------- EXCHANGE-TRADED PUT OPTION PURCHASED 0.0% -- 169 (169) -- Russell 2000 Index ----------------------------------------------------------------------------------------------------------------------------------- TOTAL EXCHANGE-TRADED PUT OPTION PURCHASED (Premiums paid $1,416,651) ----------------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENTS IN SECURITIES 97.9% ----------------------------------------------------------------------------------------------------------------------------------- OTHER ASSETS AND LIABILITIES 2.1% ----------------------------------------------------------------------------------------------------------------------------------- TOTAL NET ASSETS 100.0% ----------------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENT AT COST ===================================================================================================================================
Pioneer Pioneer Pioneer Solutions -- Solutions -- Solutions -- Balanced Fund Balanced Growth Pro Forma Fund Fund Combined Market Market Pro Forma Market Value Value Adjustment (a) Value ------------------------------------------------------------------------------- $ 3,585,123 $ 6,706,833 $ (10,291,956) $ -- ------------------------------------------------------------------------------- $ 3,585,123 $ 6,706,833 $ (10,291,956) $ -- ------------------------------------------------------------------------------- $ 3,394,305 $ 5,787,569 $ (9,181,874) $ -- ------------------------------------------------------------------------------- $ 3,394,305 $ 5,787,569 $ (9,181,874) $ -- ------------------------------------------------------------------------------- $ -- $ 322,790 $ (322,790) $ -- ------------------------------------------------------------------------------- $ -- $ 322,790 $ (322,790) $ -- ------------------------------------------------------------------------------- $ 161,236,953 $ 300,098,800 $ -- $ 461,335,753 ------------------------------------------------------------------------------- $ 3,296,829 $ 6,611,997 $ -- $ 9,908,826 ------------------------------------------------------------------------------- $ 164,533,782 $ 306,710,797 $ -- $ 471,169,579(b) ------------------------------------------------------------------------------- $ 145,381,077 $ 264,161,474 $ 2,304,438 $ 411,846,989 ===============================================================================
* Affiliated funds managed by the Adviser. (a) Specific investments held by Pioneer Solutions -- Balanced Fund and Pioneer Solutions -- Growth Fund no longer comply with the new prospectus mandate and are assumed sold. Proceeds have been reallocated amongst existing ETF and affiliated investments held by Pioneer Solutions -- Balanced Fund. (b) Reflects costs of the reorganization. JPY Japanese Yen SAI--25 Pro Forma Statement of Assets and Liabilities Pioneer Solutions - Balanced Fund July 31, 2017 (unaudited)
Pioneer Pioneer Solutions - Solutions - Balanced Growth Pro Forma Pro Forma Fund Fund Adjustments Combined ------------------------------------------------------------------------------------------------------------------------------------ ASSETS: Investment in securities of affiliated funds, at value (at cost $99,756,860 and $174,807,834, respectively) $ 114,718,667 $ 207,758,170 $ 105,586,671(c) $ 428,063,508 Investment in securities of unaffiliated funds, at value (at cost $45,624,217 and $89,353,640, respectively) 46,518,286 92,340,630 (105,586,671)(c) 33,272,245 Cash 1,377,044 1,686,944 7,521,890(d) 10,585,878 Foreign currencies, at value (at cost $14,228 and $53,588, respectively) 6,991 44,229 51,220 Restricted cash 2,744,246 6,151,101 (8,895,347)(d) -- Unrealized appreciation on forward foreign currency contracts 876,171 2,152,462 (3,028,633)(d) -- Receivables - Capital stock sold 48,361 153,098 -- 201,459 Distributions to shareowner 1,785 -- -- 1,785 Dividends 157,458 94,937 -- 252,395 Interest 1,922 3,381 -- 5,303 Due from the Adviser 36 35 -- 71 Other assets 23,927 20,817 -- 44,744 ----------------------------------------------------------------------------------------------------------------------------------- Total assets $ 166,474,894 $ 310,405,804 $ (4,402,090) $ 472,478,608 ----------------------------------------------------------------------------------------------------------------------------------- LIABILITIES: Written options (premiums received $- and $(574,156), respectively) $ -- $ 70,980 $ (70,980)(d) $ -- Unrealized depreciation on interest rate swap agreements 21,053 38,614 (59,667)(d) -- Unrealized depreciation on forward foreign currency contracts 1,379,203 2,418,825 (3,798,028)(d) -- Payables for: Capital stock redeemed 272,841 666,120 -- 938,961 Distributions to shareowners -- 2,126 -- 2,126 Professional fees 35,433 39,287 -- 74,720 Custodian fees 8,739 8,890 -- 17,629 Swap payments 3,866 6,384 -- 10,250 Variation margin for centrally cleared interest rate swap agreements 81,920 160,834 (242,754)(d) -- Variation margin for futures contracts 65,656 165,005 (230,661)(d) -- Due to affiliates 32,046 50,011 -- 82,057 Accrued expenses and other liabilities 40,355 67,931 75,000(b) 183,286 ------------------------------------------------------------------------------------------------------------------------------------ Total liabilities $ 1,941,112 $ 3,695,007 $ (4,327,090) $ 1,309,029 ------------------------------------------------------------------------------------------------------------------------------------ NET ASSETS: Paid-in capital $ 154,585,013 $ 266,065,178 $ -- $ 420,650,191 Undistributed net investment income 559,550 (1,193,533) (75,000)(b) (708,983) Accumulated net realized gain (loss) on investments, futures contracts, swap agreements, written options and foreign currency transactions (5,846,581) 6,059,220 1,526,968(c) 1,739,607 Net unrealized appreciation (depreciation) on investments 15,855,876 35,937,326 (2,304,438)(c) 49,488,764 Net unrealized appreciation (depreciation) on futures contracts (22,799) (210,470) 233,269(d) -- Net unrealized appreciation (depreciation) on swap contracts (86,792) (174,044) 260,836(d) -- Net unrealized appreciation (depreciation) on written options -- 503,176 (503,176)(d) -- Net unrealized appreciation (depreciation) on forward foreign currency contracts and other assets and liabilities denominated in foreign currencies (510,485) (276,056) 786,541(d) -- ------------------------------------------------------------------------------------------------------------------------------------ Total net assets $ 164,533,782 $ 306,710,797 $ (75,000) $ 471,169,579 ====================================================================================================================================
SAI--26 Pro Forma Statement of Assets and Liabilities (continued) Pioneer Solutions - Balanced Fund July 31, 2017 (unaudited)
Pioneer Pioneer Solutions - Solutions - Balanced Growth Pro Forma Pro Forma Fund Fund Adjustments Combined ------------------------------------------------------------ NET ASSETS BY CLASS: Class A $ 114,528,007 $ 237,909,576 $ (55,191)(b) $ 352,382,392 =================================================================================================================== Class C $ 49,276,765 $ 67,953,880 $ (19,539)(b) $ 117,211,106 =================================================================================================================== Class R $ 30,644 $ 36,642 $ (12)(b) $ 67,274 =================================================================================================================== Class Y $ 698,366 $ 810,699 $ (258)(b) $ 1,508,807 =================================================================================================================== OUTSTANDING SHARES: (No par value, unlimited number of shares authorized) Class A 9,629,583 17,610,111 2,399,105(a) 29,638,799 =================================================================================================================== Class C 4,510,554 5,348,524 874,359(a) 10,733,437 =================================================================================================================== Class R 2,590 2,732 365(a) 5,687 =================================================================================================================== Class Y 57,903 58,736 8,486(a) 125,125 =================================================================================================================== NET ASSET VALUE PER SHARE: Class A $ 11.89 $ 13.51 $ 11.89 =================================================================================================================== Class C $ 10.92 $ 12.71 $ 10.92 =================================================================================================================== Class R $ 11.83 $ 13.41 $ 11.83 =================================================================================================================== Class Y $ 12.06 $ 13.80 $ 12.06 =================================================================================================================== MAXIMUM OFFERING PRICE: Class A (100 / 94.25 x net asset value per) $ 12.62 $ 14.33 $ 12.62 ===================================================================================================================
(a) Class A, Class C, Class R and Class Y shares of Pioneer Solutions -- Growth Fund are exchanged for Class A, Class C, Class R, and Class Y shares of Pioneer Solutions -- Balanced Fund, respectively. (b) Reflects one-time cost related to the reorganization. (c) Specific investments held by Pioneer Solutions -- Balanced Fund and Pioneer Solutions -- Growth Fund no longer comply with the new prospectus mandate and are assumed sold. Proceeds have been reallocated amongst existing ETF and affiliated investments held by Pioneer Solutions -- Balanced Fund. (d) Derivative investments held by Pioneer Solutions -- Balanced Fund and Pioneer Solutions -- Growth Fund no longer comply with the new prospectus mandate and are assumed to be sold for cash. See accompanying notes to pro forma financial statements. SAI--27 Pro Forma Statement of Operations Pioneer Solutions - Balanced Fund For the year ended July 31, 2017 (unaudited)
Pioneer Pioneer Solutions - Solutions - Balanced Growth Pro Forma Pro Forma Fund Fund Adjustments Combined ---------------------------------------------------------------- INVESTMENT INCOME: Dividends from underlying affiliated funds $ 2,701,762 $ 3,335,754 $ -- $ 6,037,516 Dividends from underlying unaffiliated funds 1,018,726 1,109,272 -- 2,127,998 Interest 70,974 130,045 -- 201,019 ----------------------------------------------------------------------------------------------------------------------------------- Total investment income $ 3,791,462 $ 4,575,071 $ -- $ 8,366,533 ----------------------------------------------------------------------------------------------------------------------------------- EXPENSES: Management fees $ 224,362 $ 399,810 $ -- $ 624,172 Transfer agent fees Class A 112,556 277,325 -- 389,881 Class C 31,038 56,525 -- 87,563 Class R 117 168 -- 285 Class Y 1,029 1,381 -- 2,410 Distribution fees Class A 293,331 589,309 -- 882,640 Class C 543,625 707,276 -- 1,250,901 Class R 112 134 -- 246 Shareholder communication expense 22,975 52,372 -- 75,347 Administrative reimbursements 93,241 172,639 (25,814)(b) 240,066 Custodian fees 50,896 51,384 (20,456)(b) 81,824 Registration fees 75,853 56,292 (33,035)(a) 99,110 Professional fees 42,516 46,724 (34,712)(a) 54,528 Printing expense 33,383 26,391 (18,682)(a) 41,092 Pricing fees 1,615 1,476 (3,091)(a) -- Fees and expenses of non-affiliated trustees 7,379 10,652 (4,031)(a) 14,000 Insurance expense 2,354 4,141 --(a) 6,495 Miscellaneous 10,585 11,799 4,468(a) 26,852 ----------------------------------------------------------------------------------------------------------------------------------- Total expenses $ 1,546,967 $ 2,465,798 $ (135,353) $ 3,877,412 Less fees waived and expenses reimbursed by the Adviser (107) (139) 117(b) (129) ----------------------------------------------------------------------------------------------------------------------------------- Net expenses $ 1,546,860 $ 2,465,659 $ (135,236) $ 3,877,283 ----------------------------------------------------------------------------------------------------------------------------------- Net investment income $ 2,244,602 $ 2,109,412 $ 135,236 $ 4,489,250 ----------------------------------------------------------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on: Underlying affiliated funds $ 1,898,557 $ 6,961,742 $ 1,449,809(c) $ 10,310,108 Underlying unaffiliated funds (1,558,110) (3,898,915) 854,629(c) (4,602,396) Capital gain on distributions from underlying affiliated funds 1,165,286 4,162,676 -- 5,327,962 Capital gain on distributions from underlying unaffiliated funds 433,965 975,954 -- 1,409,919 Futures contracts (3,541,877) (1,853,526) (233,269)(d) (5,628,672) Swap contracts (389,466) (644,667) (260,836)(d) (1,294,969) Written options 262,780 1,190,184 503,176(d) 1,956,140 Forward foreign currency contracts and other assets and liabilities denominated in foreign currencies 554,349 506,786 (786,541)(d) 274,594 ----------------------------------------------------------------------------------------------------------------------------------- $ (1,174,516) $ 7,400,234 $ 1,526,968 $ 7,752,686 ----------------------------------------------------------------------------------------------------------------------------------- Change in net unrealized apprecaition (deprecaition) on: Underlying affiliated funds $ 6,974,415 $ 11,842,079 $ (1,449,809)(c) $ 17,366,685 Underlying unaffiliated funds 2,624,782 8,911,873 (854,629)(c) 10,682,026 Futures contracts 506,000 1,275,949 233,269(d) 2,015,218 Swap contracts 288,358 442,592 260,836(d) 991,786 Written options (64,327) 385,539 (503,176)(d) (181,964) Forward foreign currency contracts and other assets and liabilities denominated in foreign currencies (372,479) (66,155) 786,541(d) 347,907 ----------------------------------------------------------------------------------------------------------------------------------- $ 9,956,749 $ 22,791,877 $ (1,526,968) $ 31,221,658 ----------------------------------------------------------------------------------------------------------------------------------- Net realized and unrealized gain (loss) on investments, futures contracts, written options, swap contracts and foreign currency transactions $ 8,782,233 $ 30,192,111 $ -- $ 38,974,344 ----------------------------------------------------------------------------------------------------------------------------------- Net increase in net assets resulting from operations $ 11,026,835 $ 32,301,523 $ 135,236 $ 43,463,594 ====================================================================================================================================
(a) Reflects reduction in expenses due to elimination of duplicate services. (b) Reflects change in fee structure to conform with Pioneer Solutions -- Balanced Fund's custodian, administrative, management and transfer agent agreements. (c) Represents a realized gain on the sale of specific investments held by Pioneer Solutions -- Balanced Fund and Pioneer Solutions -- Growth Fund which no longer comply with the Pioneer Solutions -- Balanced Fund's new prospectus mandate. (d) Represents the net realized loss on the sale of derivative investments held by Pioneer Solutions -- Balanced Fund and Pioneer Solutions -- Growth Fund which no longer comply with the new prospectus mandate. See accompanying notes to pro forma financial statements. SAI--28 NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS Pioneer Solutions -- Balanced Fund July 31, 2017 1. Description of the Fund Pioneer Asset Allocation Trust (the "Trust") is organized as a Delaware statutory trust and is registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (the "1940 Act") as an open-end management investment company. The Trust consists of three separate funds (each, a "Fund," and collectively, the "Funds"), each issuing four classes of shares as follows: Pioneer Solutions -- Conservative Fund ("Conservative Fund") Pioneer Solutions -- Growth Fund ("Growth Fund") Pioneer Solutions -- Balanced Fund ("Balanced Fund"). The investment objective of each of the Conservative Fund, the Growth Fund and the Balanced Fund is to seek long-term capital growth and current income. Each Fund is a "fund of funds." Each Fund seeks to achieve its investment objective by investing primarily in other funds ("underlying funds"). Each Fund may also invest directly in securities and use derivatives. Each Fund invests mainly in funds managed by Amundi Pioneer Asset Management, Inc., formerly Pioneer Investment Management, Inc. Each Fund may also invest in unaffiliated mutual funds or exchange-traded funds ("ETFs"). The Funds indirectly pay a portion of the expenses incurred by underlying funds. Consequently, an investment in the Funds entails more direct and indirect expenses than direct investment in the applicable underlying funds. Each Fund offers four classes of shares designated as Class A, Class C, Class R and Class Y shares. Each class of shares represents an interest in the same portfolio of investments of each Fund and has identical rights (based on relative net asset values) to assets and liquidation proceeds. Share classes can bear different rates of 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 from net investment income earned by each class. The Amended and Restated Declaration of Trust of each Fund gives the Board of Trustees the flexibility to specify either per-share voting or dollar-weighted voting when submitting matters for shareowner approval. Under per-share voting, each share of a class of a Fund is entitled to one vote. Under dollar-weighted voting, a shareowner's voting power is determined not by the number of shares owned, but by the dollar value of the shares on the record date. Each share class has exclusive voting rights with respect to matters affecting only that class, including with respect to the distribution plan for that class. There is no distribution plan for Class Y shares. On July 3, 2017, Amundi acquired Pioneer Investments, a group of asset management companies located throughout the world. Amundi, one of the world's largest asset managers, is headquartered in Paris, France. As a result of the transaction, Pioneer Investment Management, Inc., the Funds' investment adviser, became an indirect wholly owned subsidiary of Amundi and Amundi's wholly owned subsidiary, Amundi USA, Inc. Prior to July 3, 2017, Pioneer Investments was owned by Pioneer Global Asset Management S.p.A., a wholly owned subsidiary of UniCredit S.p.A. In connection with the transaction, the names of the Funds' investment adviser and principal underwriter changed. Effective July 3, 2017, the name of Pioneer Investment Management, Inc. changed to Amundi Pioneer Asset Management, Inc. (the "Adviser") and the name of Pioneer Funds Distributor, Inc. changed to Amundi Pioneer Distributor, Inc. (the "Distributor"). In October 2016, the Securities and Exchange Commission ("SEC") released its Final Rule on Investment Company Reporting Modernization. In addition to introducing two new regulatory reporting forms (Form N-PORT and Form N-CEN), the Final Rule amends Regulation S-X, which impacts financial statement presentation, particularly related to the presentation of derivative investments. Financial statements filed with the SEC with a period end date on or after August 1, 2017 are required to be in compliance with the amendments to Regulation S-X. Although still evaluating the impact of these amendments, management expects the Fund's adoption to be limited to additional financial statement disclosures. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") that require the management of the Funds to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from these estimates. SAI--29 Each Fund is an investment company and follows investment company accounting and reporting guidance under U.S. GAAP. 2. Basis of Combination The accompanying pro forma combining financial statements, and related notes, are presented to show the effect of the proposed Reorganization of Growth Fund with and into the Balanced Fund (the "Reorganization"), as if such Reorganization had taken place as of July 31, 2017. Under the terms of an Agreement and Plan of Reorganization between these two funds, the combination of the Balanced Fund and Growth Fund will be treated as a tax-free business combination and accordingly will be accounted for by a method of accounting for tax-free reorganizations of investment companies. The Reorganization will be accomplished by an acquisition of the net assets of the Growth Fund in exchange for shares of the Balanced Fund at the Balanced Fund's net asset values. The accompanying schedules of investments, statements of assets and liabilities and the related statements of operations of the Balanced Fund and Growth Fund have been combined as of and for the twelve months ended July 31, 2017. Following the Reorganization, the Fund will be the accounting survivor. The Adviser has agreed to pay 50% of the expenses associated with the Reorganization, and the Balanced Fund and Growth Fund will equally bear the remaining costs of the Reorganization. These costs are reflected in the pro forma financial statements. These pro forma financial statements and related notes should be read in conjunction with the financial statements of the Balanced Fund and Growth Fund included in their respective annual reports to shareowners dated July 31, 2017. The schedule of investments and the statement of assets and liabilities have been shown to reflect the liquidation of certain securities and derivative investments held by the Balanced Fund and Growth Fund that no longer comply with the Balanced Fund's new prospectus mandate. Proceeds from the sale of investment securities have been reallocated into existing ETF and affiliated investments held by the Balanced Fund. Proceeds from the sale of derivative investments have been redeemed for cash. The statement of operations reflect the realized gain/loss from the sale of investments and derivative holdings and other adjustments made to expenses for affiliate contractual rates and duplicate services that would not have been incurred if the Reorganization took place on August 1, 2016. 3. Security Valuation The net asset value of the Funds are computed once daily, on each day the New York Stock Exchange ("NYSE") is open, as of the close of regular trading on the NYSE. Shares of open-end registered investment companies (including money market mutual funds) are valued at such funds' net asset value. Repurchase agreements are valued at par. Cash may include overnight time deposits at approved financial institutions. Fixed-income securities are valued by using prices supplied by independent pricing services, which consider such factors as market prices, market events, quotations from one or more brokers, Treasury spreads, yields, maturities and ratings, or may use a pricing matrix or other fair value methods or techniques to provide an estimated value of the security or instrument. A 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. When independent third party pricing services are unable to supply prices, or when prices or market quotations are considered to be unreliable, the value of that security may be determined using quotations from one or more broker-dealers. Swap agreements, including interest rate swaps, caps and floors (other than centrally cleared swap agreements) are valued at the dealer quotations obtained from reputable International Swap Dealers Association members. Centrally cleared swaps are valued at the daily settlement price provided by the central clearing counterparty. Futures contracts are generally valued at the closing settlement price established by the exchange on which they are traded. Options contracts are generally valued at the mean between the last bid and ask prices on the principal exchange where they are traded. Over-the-counter ("OTC") options and options on swaps ("swaptions") are valued using prices supplied by independent pricing services, which consider such factors as market prices, market events, quotations from one or more brokers, Treasury spreads, yields, maturities and ratings, or may use a pricing matrix or other fair value methods or techniques to provide an estimated value of the security or instrument. Forward foreign currency exchange contracts are valued daily using the foreign exchange rate or, for longer term forward contract positions, the spot currency rate, in each case provided by a third party pricing service. Contracts whose forward settlement date falls between two quoted days are valued by interpolation. SAI--30 Securities for which independent pricing services or broker-dealers are unable to supply prices or for which market prices and/or quotations are not readily available or are considered to be unreliable are valued by a fair valuation team comprised of certain personnel of the Adviser, pursuant to procedures adopted by the Funds' Board of Trustees. The Adviser's fair valuation team uses fair value methods approved by the Valuation Committee of the Board of Trustees. The Adviser's fair valuation team is responsible for monitoring developments that may impact fair valued securities and for discussing and assessing fair values on an ongoing basis, and at least quarterly, with the Valuation Committee of the Board of Trustees. Inputs used when applying fair value methods to value a security may include credit ratings, the financial condition of the company, current market conditions and comparable securities. The Funds may use fair value methods if it is determined that a significant event has occurred after the close of the exchange or market on which the security trades and prior to the determination of each Fund's net asset value. Examples of a significant event might include political or economic news, corporate restructurings, natural disasters, terrorist activity or trading halts. Thus, the valuation of each Fund's securities may differ significantly from exchange prices and such differences could be material. At July 31, 2017, the Funds held no securities valued using fair value methods (other than to securities valued using prices supplied by independent pricing services, broker-dealers or using a third party insurance industry pricing model). 4. Investment Income and Transactions Dividend income and realized capital gain distributions from investment company shares held are recorded on the ex-dividend date. Interest income, including interest on income bearing cash accounts, is recorded on the accrual basis. Dividend and interest income are reported net of unrecoverable foreign taxes withheld at the applicable country rates. Security transactions are recorded as of trade date. Gains and losses on sales of investments are calculated on the identified cost method for both financial reporting and federal income tax purposes. 5. Capital Shares The pro forma net asset value per share assumes the issuance of shares of the Balanced Fund that would have been issued at July 31, 2017, in connection with the proposed Reorganization. The number of shares assumed to be issued is equal to the net assets of the Growth Fund, as of July 31, 2017, divided by the net asset value of the Balanced Fund's shares as of July 31, 2017. The pro forma number of shares outstanding, by class, for the combined Fund consists of the following at July 31, 2017:
Additional Total Shares of Shares Assumed Outstanding Balanced Fund Issued In Shares Class of Shares Pre-Combination Reorganization Post-Combination ------------------------------------------------------------------------------------ Class A 9,629,583 20,009,216 29,638,799 Class C 4,510,554 6,222,883 10,733,437 Class R 2,590 3,088 5,687 Class Y 57,903 67,222 125,125
6. Management Agreement The Adviser manages the Funds' portfolios. Management fees for the Fund are calculated daily at an annual rate equal to 0.13% of the Fund's average daily net assets up to $2.5 billion; 0.11% of the Fund's average daily net assets over $2.5 billion up to $4 billion; 0.10% of the Fund's average daily net assets over $4 billion up to $5.5 billion; and 0.08% of the Fund's average daily net assets over $5.5 billion. For the year ended July 31, 2017, the effective management fee for the Balanced Fund was equivalent to 0.13% of the Fund's average daily net assets. Fees waived and expenses reimbursed during the year ended July 31, 2017 are reflected in the Statements of Operations. The Adviser has contractually agreed to limit ordinary operating expenses to the extent required to reduce fund expenses, other than underlying fund fees and expenses, to 0.70%, 1.45%, and 0.90%of the average daily net assets attributable to Class A, Class C and Class R shares, respectively. Fees waived and expenses reimbursed during the twelve months ended July 31, 2017, are reflected on the Statement of Operations. The Adviser has agreed to further limit the ordinary operating expenses of Class R shares of the combined fund following the completion of the Reorganization to 0.78% of the average daily net assets attributable to Class R shares. These expense limitations are in effect through December 1, 2019. There can be no assurance that the Adviser will extend the expense limitation agreement for a class of shares beyond the date referred to above. SAI--31 7. Federal Income Taxes Each fund has elected to be taxed as a "regulated investment company" under the Internal Revenue Code. After the acquisition, it will continue to be the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income and net realized capital gains, if any, to its shareowners. Therefore, no federal income tax provision is required. The identified cost of investments for these funds is substantially the same for both financial and federal income tax purposes. The cost of investments will remain unchanged for the combined Fund. SAI--32 PART C OTHER INFORMATION PIONEER ASSET ALLOCATION TRUST ITEM 15. INDEMNIFICATION No change from the information set forth in Item 30 of the most recently filed Registration Statement of Pioneer Asset Allocation Trust (the "Registrant") on Form N-1A under the Securities Act of 1933 and the Investment Company Act of 1940 (File Nos. 333-114788 and 811-21569), as filed with the Securities and Exchange Commission on November 22, 2016 (Accession No. 0001288255-16-000040), which information is incorporated herein by reference. ITEM 16. EXHIBITS (1)(a) Amended and Restated Agreement and Declaration of Trust (11) (January 12, 2016) (1)(b) Certificate of Trust (1) (1)(c) Certificate of Amendment to Certificate of Trust (10) (2) Amended and Restated By-Laws (7) (3) Not applicable -- (4)(a) Form of Agreement and Plan of Reorganization (*) (5) Reference is made to Exhibits (1) and (2) hereof -- (6)(a) Management Agreement with Amundi Pioneer Asset Management, Inc. (**) (July 3, 2017) (6)(b) Expense Limit Agreement (August 1, 2017) (**) (6)(c) Form of Expense Limit Agreement (**) (7)(a) Underwriting Agreement with Amundi Pioneer Distributor, Inc. (**) (July 3, 2017) (7)(b) Dealer Sales Agreement (6) (8) Not applicable -- (9)(a) Custodian Agreement (5) (9)(b) Amended Appendix A to Custodian Agreement (December 27, 2016) (**) (9)(c) Amendment to Custodian Agreement (May 31, 2016) (11) (10)(a) Pioneer Funds Distribution Plan dated February 1, 2008 (as (**) amended January 10, 2017) (10)(b) Multiple Class Plan pursuant to Rule 18f-3 - Pioneer Ibbotson (2) Moderate Allocation Fund (10)(c) Multiple Class Plan pursuant to Rule 18f-3 - Pioneer Ibbotson (2) Growth Allocation Fund (10)(d) Multiple Class Plan pursuant to Rule 18f-3 - Pioneer Ibbotson (3) Conservative Allocation Fund (11) Opinion of Counsel (legality of securities being offered) (**) (12)(a) Form of opinion as to tax matters and consent (Pioneer (**) Solutions - Conservative Fund) (12)(b) Form of opinion as to tax matters and consent (Pioneer (**) Solutions - Growth Fund) (13)(a) Transfer Agency Agreement (November 2, 2015) (11) (13)(b) Amended and Restated Administration Agreement (February 1, 2017) (**) (13)(c) Administrative Agency Agreement, dated as of March 5, 2012, (8) between Brown Brothers Harriman & Co. and Amundi Pioneer Asset Management, Inc. (13)(d) Appendix A to Administrative Agency Agreement (April 1, 2016) (11) (13)(e) Asset Allocation Administration Agreement (4) (14) Consent of Independent Registered Public Accounting Firm (**) (15) Not applicable -- (16) Power of Attorney (**) (17)(a) Code of Ethics of the Pioneer Funds, Amundi Pioneer (9) Distributor, Inc., Amundi Pioneer Institutional Asset Management, Inc., and Amundi Pioneer Asset Management, Inc. (September 20, 2013) (17)(b) Combined Prospectus of Pioneer Solutions - Conservative Fund, (**) Pioneer Solutions - Balanced Fund and Pioneer Solutions - Growth Fund dated December 1, 2016, as supplemented, and Combined Statement of Additional Information of Pioneer Solutions - Conservative Fund, Pioneer Solutions - Balanced Fund and Pioneer Solutions - Growth Fund dated December 1, 2016, as supplemented. (17)(c) Combined Annual Report of Pioneer Solutions - Conservative (**) Fund, Pioneer Solutions - Balanced Fund and Pioneer Solutions - Growth Fund for the fiscal year ended July 31, 2017. * * * * * * (1) Previously filed. Incorporated herein by reference from the exhibits filed with the Registrant's registration statement on Form N-1A (File Nos. 333-114788 and 811-21569), as filed with the Securities and Exchange Commission (the "SEC") on April 23, 2004 (Accession No. 0001288255-04-000006). (2) Previously filed. Incorporated herein by reference from the exhibits filed with Pre-Effective Amendment No. 1 to the Registrant's registration statement on Form N-1A (File Nos. 333-114788 and 811-21569), as filed with the SEC on August 6, 2004 (Accession No. 0001016964-04-000331). (3) Previously filed. Incorporated herein by reference from the exhibits filed with Post-Effective Amendment No. 3 to the Registrant's registration statement on Form N-1A (File Nos. 333-114788 and 811-21569), as filed with the SEC on May 6, 2005 (Accession No. 0001016964-05-000218). (4) Previously filed. Incorporated herein by reference from the exhibits filed with Post-Effective Amendment No. 4 to the Registrant's registration statement on Form N-1A (File Nos. 333-114788 and 811-21569), as filed with the SEC on July 15, 2005 (Accession No. 0001288255-05-000003). (5) Previously filed. Incorporated herein by reference from the exhibits filed with Post-Effective Amendment No. 7 to the Registrant's registration statement on Form N-1A (File Nos. 333-114788 and 811-21569), as filed with the SEC on November 28, 2006 (Accession No. 0001288255-06-000019). (6) Previously filed. Incorporated herein by reference from the exhibits filed with Post-Effective Amendment No. 8 to the Registration Statement on Form N-1A (File Nos. 333-114788 and 811-21569), as filed with the SEC on November 28, 2007 (Accession No. 0001145443-07-003717). (7) Previously filed. Incorporated herein by reference from the exhibits filed with Post-Effective Amendment No. 9 to the Registrant's registration statement on Form N-1A (File Nos. 333-114788 and 811-21569), as filed with the SEC on November 26, 2008 (Accession No. 0001288255-08-000008). (8) Previously filed. Incorporated herein by reference from the exhibits filed with Post-Effective Amendment No. 15 to the Registrant's registration statement on Form N-1A (File Nos. 333-114788 and 811-21569), as filed with the SEC on November 28, 2012 (Accession No. 0001288255-12-000011). (9) Previously filed. Incorporated herein by reference from the exhibits filed with Post-Effective Amendment No. 19 to the Registrant's registration statement on Form N-1A (File Nos. 333-114788 and 811-21569), as filed with the SEC on October 1, 2014 (Accession No. 0001288255-14-000012). (10) Previously filed. Incorporated herein by reference from the exhibits filed with Post-Effective Amendment No. 20 to the Registrant's registration statement on Form N-1A (File No. 333-114788 and 811-21569), as filed with the SEC on November 26, 2014 (Accession No. 0001288255-14-000021). (11) Previously filed. Incorporated herein by reference from the exhibits filed with Post-Effective Amendment No. 26 to the Registrant's registration statement on Form N-1A (File Nos. 333-114788 and 811-21569), as filed with the SEC on November 22, 2016 (Accession No. 0001288255-16-000040). (*) Attached as Exhibit A to the combined Information Statement/Prospectus (**) Filed herewith. ITEM 17. UNDERTAKINGS. (1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus, which is part of this registration statement, by any person or party which is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. (3) The undersigned Registrant agrees that it shall file a final executed version of the legal and consent opinion as to tax matters as an exhibit to the subsequent post-effective amendment to its registration statement on Form N-14 filed with the SEC upon the closing of the reorganization contemplated by this Registration Statement on Form N-14. (4) Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant 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 Act and will be governed by the final adjudication of such issue. SIGNATURES As required by the Securities Act of 1933, this Registration Statement on Form N-14 has been signed on behalf of the Registrant, in the City of Boston and the Commonwealth of Massachusetts, on the 31st day of October, 2017. PIONEER ASSET ALLOCATION TRUST By: /s/ Lisa M. Jones ----------------------------- Name: Lisa M. Jones Title: President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ------------------------------------- ------------- /s/ Lisa M. Jones President (Principal Executive October 31, 2017 ------------------------- Officer) and Trustee Lisa M. Jones /s/ Mark E. Bradley Treasurer (Principal Financial and October 31, 2017 ------------------------- Accounting Officer) Mark E. Bradley /s/ David R. Bock* Trustee October 31, 2017 ------------------------- David R. Bock /s/ Benjamin M. Friedman* Trustee October 31, 2017 ------------------------- Benjamin M. Friedman /s/ Margaret B.W. Graham* Trustee October 31, 2017 ------------------------- Margaret B.W. Graham /s/ Lorraine H. Monchak* Trustee October 31, 2017 ------------------------- Lorraine H. Monchak /s/ Thomas J. Perna* Chairman of the Board and Trustee October 31, 2017 ------------------------- Thomas J. Perna /s/ Marguerite A. Piret* Trustee October 31, 2017 ------------------------- Marguerite A. Piret /s/ Fred J. Ricciardi* Trustee October 31, 2017 ------------------------- Fred J. Ricciardi /s/ Kenneth J. Taubes* Trustee October 31, 2017 ------------------------- Kenneth J. Taubes *By: /s/ Lisa M. Jones ---------------------- Lisa M. Jones Attorney-in-Fact EXHIBIT INDEX The following exhibits are filed as part of this Registration Statement: Exhibit No. Description ----------- ----------- (6)(a) Management Agreement with Amundi Pioneer Asset Management, Inc. (July 3, 2017) (6)(b) Expense Limit Agreement (August 1, 2017) (6)(c) Form of Expense Limit Agreement (7)(a) Underwriting Agreement with Amundi Pioneer Distributor, Inc. (July 3, 2017) (9)(b) Amended Appendix A to Custodian Agreement (December 27, 2016) (10)(a) Pioneer Funds Distribution Plan dated February 1, 2008 (as amended January 10, 2017) (11) Opinion of Counsel (legality of securities being offered) (12) (a) Form of opinion as to tax matters and consent (Pioneer Solutions - Conservative Fund) (12)(b) Form of opinion as to tax matters and consent (Pioneer Solutions - Growth Fund) (13)(b) Amended and Restated Administration Agreement (February 1, 2017) (14) Consent of Independent Registered Public Accounting Firm (16) Power of Attorney (17)(b) Combined Prospectus of Pioneer Solutions - Conservative Fund, Pioneer Solutions - Balanced Fund and Pioneer Solutions - Growth Fund dated December 1, 2016, as supplemented, and Combined Statement of Additional Information of Pioneer Solutions - Conservative Fund, Pioneer Solutions - Balanced Fund and Pioneer Solutions - Growth Fund dated December 1, 2016, as supplemented (17)(c) Combined Annual Report of Pioneer Solutions - Conservative Fund, Pioneer Solutions - Balanced Fund and Pioneer Solutions - Growth Fund for the fiscal year ended July 31, 2017 EX-99.6 ADVSER CONTR 3 Ex6a.txt MANAGEMENT AGREEMENT MANAGEMENT AGREEMENT This MANAGEMENT AGREEMENT ("Agreement") is made as of this 3rd day of July, 2017, by and between Pioneer Asset Allocation Trust (the "Trust"), a Delaware statutory trust, and Amundi Pioneer Asset Management, Inc., a Delaware corporation (the "Manager"). WHEREAS, the Trust is registered as a management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); WHEREAS, the Manager is engaged primarily in rendering investment advisory and management services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended; WHEREAS, the Trust wishes to retain the Manager to provide investment advisory and management services to the Trust with respect to the series of the Trust designated in Appendix A annexed hereto (the "Funds"); and WHEREAS, the Manager is willing to furnish such services on the terms and conditions hereinafter set forth; NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed as follows: 1. The Trust hereby appoints the Manager to act as investment adviser of each Fund for the period and on the terms set forth in this Agreement. The Manager accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. 2. (a) Subject to the supervision of the Trust's Board of Trustees (the "Board"), the Manager shall regularly provide each Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund's portfolio of securities and other investments consistent with the Fund's investment objectives, policies and restrictions, as stated in the Fund's current Prospectus and Statement of Additional Information. The Manager shall determine from time to time what securities and other investments (including, without limitation, repurchase agreements, swap agreements, options, futures and other instruments) will be purchased, retained, sold or exchanged by each Fund and what portion of the assets of the Fund's portfolio will be held in the various securities and other investments in which the Fund invests, and what portion will be held uninvested in cash, and shall implement those decisions (including the execution of investment documentation), all subject to the provisions of the Trust's Declaration of Trust and By-Laws (collectively, the "Governing Documents") and the 1940 Act, as well as the investment objectives, policies and restrictions of the Fund referred to above, and any other specific policies adopted by the Board and disclosed to the Manager. The Manager is authorized as the agent of the Trust to give instructions to the custodian of each Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of any Fund in one or more investment companies. The Manager will place orders pursuant to its investment determinations for each Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. Except as described herein, the Manager shall seek overall the best execution available in the selection of brokers or dealers and the placing of orders for each Fund. In assessing the best execution available for any transaction, the Manager may consider factors it deems relevant, including the size and type of the transaction, the nature and character of the markets for the security to be purchased or sold, the execution capabilities and financial condition of the broker or dealer, and the reasonableness of the commission or dealer spread, if any (whether for a specific transaction or on a continuing basis). In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) to the Fund and/or the other accounts over which the Manager or its affiliates exercise investment discretion. The Manager is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or in terms of all of the accounts over which the Manager or its affiliates exercise investment discretion. The Manager shall also provide advice and recommendations with respect to other aspects of the business and affairs of each Fund, shall exercise voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities subject to such direction as the Board may provide, and shall perform such other functions of investment management and supervision as may be directed by the Board. Notwithstanding the foregoing, the Manager shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of the shares of any Fund, nor shall the Manager be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any administrator, transfer agent, fund accounting agent, custodian, shareholder servicing agent or other agent, in each case employed by the Trust or a Fund to perform such functions. The Manager may execute on behalf of each Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and options agreements, swap agreements, other investment related agreements, and any other agreements, documents or instruments the Manager believes are appropriate or desirable in performing its duties under this Agreement. (b) Each Fund hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and each Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). 3. Subject to the Board's approval, the Manager or any Fund may enter into contracts with one or more investment subadvisers, including without limitation, affiliates of the Manager, in which the Manager delegates to such investment subadvisers any or all its duties specified hereunder, on such terms as the Manager determines to be necessary, desirable or appropriate, provided that in each case such contracts are entered into in accordance with and meet all applicable requirements of the 1940 Act. The Trust agrees that the Manager shall not be accountable to the Trust or any Fund or any Fund's shareholders for any loss or other liability relating to specific investments selected by any such subadviser. 4. The Trust shall at all times keep the Manager fully informed with regard to the securities and other investments owned by each Fund, its funds available, or to become available, for investment, and generally as to the condition of its affairs. The Trust shall furnish the Manager with such other documents and information with regard to its affairs as the Manager may from time to time reasonably request. The Manager shall supply the Board and officers of the Trust with such information and reports reasonably required by them and reasonably available to the Manager. 5. (a) Unless maintained by another party on the Fund's behalf, the Manager shall maintain the books and records with respect to each Fund's securities and other transactions and keep the Fund's books of account in accordance with all applicable federal and state laws and regulations. In - 2 - compliance with the requirements of Rule 31a-3 under the 1940 Act, the Manager hereby agrees that any records that it maintains for each 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 Manager further agrees to arrange for the preservation of the 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. (b) The Manager shall furnish, at its expense, all necessary services, facilities, equipment and personnel for performing the Manager's services under this Agreement. Other than as herein specifically indicated, the Manager shall not be responsible for the Trust's or any Fund's ordinary and extraordinary expenses, and the Trust or a Fund shall pay the Trust's or the Fund's ordinary and extraordinary expenses. The Manager may agree to provide to the Funds services other than the services that are provided under this Agreement, on such terms as the Manager and the Trust may agree from time to time, and nothing herein shall preclude payment by the Trust or a Fund of compensation to the Manager for any such services rendered pursuant to a written agreement or agreements approved by the Board. 6. From time to time, the Manager shall authorize and permit certain of its directors, officers and employees, who may be elected as Board members or officers of the Trust, to serve in the capacities in which they are elected. The Manager will pay directly or reimburse the Trust for the compensation (if any) of the Trustees who are affiliated persons of the Manager and all officers of the Trust as such, except as the Board may decide. 7. As compensation for the services performed and the facilities furnished and expenses assumed by the Manager, each Fund shall pay the Manager, as promptly as possible after the last day of each month, a fee, computed daily at an annual rate set forth opposite the Fund's name on Appendix A annexed hereto, based on the Fund's average daily net assets or otherwise as set forth on Appendix A. If this Agreement is terminated with respect to any Fund as of any date not the last day of a month, the fee payable by the Fund shall be paid as promptly as possible after such date of termination and shall be computed on the basis of the period ending on the last business day on which this Agreement is in effect with respect to the Fund subject to a pro rata adjustment based on the number of days elapsed in the current month as a percentage of the total number of days in the month. 8. The Manager 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 loss arising out of any investment or for any act or omission in the execution of securities or other transactions for any Fund, provided that nothing in this Agreement shall protect the Manager against any liability to a Fund to which the Manager would otherwise 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. As used in this paragraph 8, the term "Manager" shall include any affiliates of the Manager performing services for the Trust or any Fund pursuant to this Agreement and the partners, shareholders, directors, officers and employees of the Manager and such affiliates. 9. Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Manager who may also be a Trustee, officer, or employee of the 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 Manager 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. If the purchase or sale of securities or other investments consistent with the investment policies of any Fund or one or more other accounts of the Manager is considered at or about the same time, transactions in such securities or other investments will be allocated among the accounts in a manner deemed equitable by the - 3 - Manager. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with the Manager's policies and procedures as presented to the Board from time to time. 10. For the purposes of this Agreement, a Fund's "net assets" equal the value of the Fund's securities plus any other assets minus its accrued operating expenses and other liabilities, and the terms "assignment," "interested person," and "majority of the outstanding voting securities" shall have the meanings given to them by Section 2(a) of the 1940 Act, and references to the "1940 Act" shall include any rule, regulation or applicable exemptive order of the Securities and Exchange Commission (the "Commission") thereunder and interpretive guidance with respect to the 1940 Act by the Commission or its staff. 11. 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 Trust's Board and by the shareholders of the Fund in accordance with the requirements of the 1940 Act and, unless sooner terminated as provided herein, will continue in effect for each Fund designated on Appendix A for an initial two year period. Thereafter, if not terminated, this Agreement shall continue in effect with respect to each Fund, so long as such continuance is specifically approved at least annually (i) by the Board or (ii) by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event the continuance is also approved by a majority of the Trustees who are not interested persons of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. 12. This Agreement is terminable with respect to any Fund without penalty by the Board or by vote of a majority of the outstanding voting securities of the Fund, in each case on not more than 60 days' nor less than 30 days' written notice to the Manager, or by the Manager upon not less than 60 days' written notice to the Trust, and will be terminated upon the mutual written consent of the Manager and the Trust. This Agreement shall terminate automatically in the event of its assignment. 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. 13. The Manager agrees that for services rendered to each Fund, or for any claim by it in connection with services rendered to the Fund, 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 the Trust. The undersigned officer of the Trust has executed this Agreement not individually, but as an officer under the Trust's Declaration of Trust and the obligations of this Agreement are not binding upon any of the Trustees, officers or shareholders of the Trust individually. 14. The Trust agrees that in the event that none of the Manager or any of its affiliates acts as an investment adviser to a Fund, the name of the Fund will be changed to one that does not contain the name "Pioneer" or otherwise suggest an affiliation with the Manager. 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, and no material amendment of the Agreement with respect to any Fund shall be effective until approved, if so required by the 1940 Act, by vote of the holders of a majority of that Fund's outstanding voting securities. 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. - 4 - 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. [signature page to follow] - 5 - IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized. PIONEER ASSET ALLOCATION TRUST By: /s/ Lisa M. Jones ------------------------- Name: Lisa M. Jones Title: President AMUNDI PIONEER ASSET MANAGEMENT, INC. By: /s/ Gregg M. Dooling ------------------------- Name: Gregg M. Dooling Title: Chief Financial Officer 6 Appendix A
Fund Effective Date Fee ---- ------------------------------------- ---------------------------------------- Pioneer Solutions - Conservative Fund July 3, 2017 0.13% of the Fund's average daily net assets up to $2.5 Billion; 0.11% of the Fund's average daily net assets over $2.5 Billion and up to $4 Billion; 0.10% of the Fund's average daily net assets over $4 Billion and up to $5.5 Billion; and 0.08% of the Fund's average daily net assets over $5.5 Billion Pioneer Solutions - Growth Fund July 3, 2017 0.13% of the Fund's average daily net assets up to $2.5 Billion; 0.11% of the Fund's average daily net assets over $2.5 Billion and up to $4 Billion; 0.10% of the Fund's average daily net assets over $4 Billion and up to $5.5 Billion; and 0.08% of the Fund's average daily net assets over $5.5 Billion Pioneer Solutions - Balanced Fund July 3, 2017 0.13% of the Fund's average daily net assets up to $2.5 Billion; 0.11% of the Fund's average daily net assets over $2.5 Billion and up to $4 Billion; 0.10% of the Fund's average daily net assets over $4 Billion and up to $5.5 Billion; and 0.08% of the Fund's average daily net assets over $5.5 Billion
7 EX-99.6 ADVSER CONTR 4 Ex6b.txt EXPENSE LIMIT AGREEMENT EXPENSE LIMIT AGREEMENT Expense Limit Agreement made as of May 1, 2006, and as revised on August 1, 2017, between Amundi Pioneer Asset Management, Inc. ("Amundi Pioneer"), on behalf of itself and its affiliate, Amundi Pioneer Distributor, Inc. ("Amundi Pioneer Distributor"), and each of the Pioneer Funds listed on Annex A, as updated from time to time (each a "Fund"). Whereas Amundi Pioneer and Amundi Pioneer Distributor wish to reduce the expenses of each Fund; and Whereas each Fund wishes to have Amundi Pioneer enter into such an agreement. Now therefore the parties agree as follows: SECTION 1 Special Class A Limitations. The expenses attributable to each class of shares of the Funds listed on Annex B, as updated from time to time, shall be reduced, if necessary, so that the Ordinary Operating Expenses (as defined below) of each Fund attributable to such class of shares do not exceed the percentage of average daily net assets attributable to the applicable class of shares of such Fund as set forth on Annex B. This expense limitation shall be effected first by Amundi Pioneer waiving and/or reimbursing transfer agency fees and expenses allocated to the applicable class of shares. If waiving transfer agency fees and expenses alone is not sufficient to achieve the expense limitation reflected in Annex B, Amundi Pioneer Distributor shall waive Rule 12b-1 fees attributable to the applicable class of shares. In the event that waiving transfer agency fees and expenses and Rule 12b-1 fees attributable to a class of shares is not sufficient to achieve the expense limitation reflected in Annex B, Amundi Pioneer shall reimburse other expenses or waive other fees ("Fund-Wide Expenses") to the extent necessary to further reduce the expenses attributable to that class of shares to the percentage of average daily net assets reflected in Annex B. In the event that Amundi Pioneer waives or reimburses any Fund-Wide Expenses, Amundi Pioneer also agrees to waive or reimburse the Fund-Wide Expenses attributable to any other authorized class of shares to the same extent that such expenses are reduced for the class of shares that required the reduction of Fund-Wide Expenses. SECTION 2 Amendment or Termination of Expense Limits. Amundi Pioneer may terminate or modify these expense limitations only in accordance with this Agreement. Amundi Pioneer agrees that the expense limitations set forth in Annex B shall continue in force until the date set forth with respect to each Fund (and class thereof) in Annex B; provided, that Amundi Pioneer may extend a date reflected in Annex B from time to time. SECTION 3 Termination of Expense Reimbursement Provisions. Notwithstanding anything to the contrary in any predecessor to this Agreement, Amundi Pioneer agrees that it shall not be entitled to be reimbursed for any expenses that Amundi Pioneer or Amundi Pioneer Distributor has waived or limited. SECTION 4 Ordinary Operating Expenses. For purposes of this Agreement, Ordinary Operating Expenses means all expenses of the Funds other than taxes, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses, such as litigation. SECTION 5 Governing Law. This Agreement shall be governed by the laws of the State of Delaware. SECTION 6 Existing Agreements Superseded. In the case of each Fund, to the extent that this Agreement provides for expense limit arrangements for the same classes of the Fund to which an existing expense limit agreement relates (each an "Existing Agreement"), this Agreement shall supersede and replace the Existing Agreement. In witness whereof, the parties hereto have caused this Agreement to be signed as of the 1st day of August, 2017. Each of the Funds Listed on Annex A. By: /s/ Lisa M. Jones ------------------------------ Name: Lisa M. Jones Title: President AMUNDI PIONEER ASSET MANAGEMENT, INC. By: /s/ Gregg M. Dooling ------------------------------ Name: Gregg M. Dooling Title: Chief Financial Officer Annex A Pioneer AMT-Free Municipal Fund (a series of Pioneer Series Trust II) Pioneer Bond Fund Pioneer Classic Balanced Fund (a series of Pioneer Series Trust IV) Pioneer Disciplined Value Fund (a series of Pioneer Series Trust III) Pioneer Dynamic Credit Fund (a series of Pioneer Series Trust X) Pioneer Emerging Markets Fund Pioneer Flexible Opportunities Fund (a series of Pioneer Series Trust VI) Pioneer Floating Rate Fund (a series of Pioneer Series Trust VI) Pioneer Fundamental Growth Fund (a series of Pioneer Series Trust X) Pioneer Global Equity Fund (a series of Pioneer Series Trust V) Pioneer Global Multisector Income Fund (a series of Pioneer Series Trust VII) Pioneer High Income Municipal Fund (a series of Pioneer Series Trust V) Pioneer International Equity Fund (a series of Pioneer Series Trust VIII) Pioneer ILS Interval Fund Pioneer Multi-Asset Income Fund (a series of Pioneer Series Trust IV) Pioneer Solutions - Balanced Fund (a series of Pioneer Asset Allocation Trust) Pioneer Solutions - Conservative Fund (a series of Pioneer Asset Allocation Trust) Pioneer Solutions - Growth Fund (a series of Pioneer Asset Allocation Trust) Pioneer U.S. Corporate High Yield Fund (a series of Pioneer Series Trust V) Annex B
Fiscal Regular Year Prospectus Expense Fund Class End Date Limit Expiration ---- ----- ------ ---------- ------- ---------- Pioneer Dynamic Credit Fund A 3/31 8/1 1.20% 8/1/19 T 3/31 8/1 1.20% 8/1/19 Y 3/31 8/1 0.85% 8/1/19 Pioneer Fundamental Growth Fund A 3/31 8/1 1.09% 8/1/19 R 3/31 8/1 1.40% 8/1/19 T 3/31 8/1 1.09% 8/1/19 Y 3/31 8/1 0.83% 8/1/19 Pioneer Bond Fund A 6/30 11/1 0.85% 11/1/19 R 6/30 11/1 1.10% 11/1/19 T 6/30 11/1 0.85% 11/1/19 Y 6/30 11/1 0.58% 11/1/19 Pioneer Solutions - Balanced Fund/*/ A 7/31 12/1 0.70% 12/1/19 C 7/31 12/1 1.45% 12/1/19 R 7/31 12/1 0.90% 12/1/19 T 7/31 12/1 0.70% 12/1/19 Pioneer Solutions - Growth Fund/*/ A 7/31 12/1 0.70% 12/1/19 C 7/31 12/1 1.45% 12/1/19 R 7/31 12/1 0.90% 12/1/19 T 7/31 12/1 0.70% 12/1/19 Pioneer Solutions - Conservative Fund/*/ A 7/31 12/1 0.70% 12/1/19 C 7/31 12/1 1.45% 12/1/19 R 7/31 12/1 0.90% 12/1/19 T 7/31 12/1 0.70% 12/1/19 Y 7/31 12/1 0.65% 12/1/19 Pioneer Classic Balanced Fund A 7/31 12/1 1.16% 12/1/19 K 7/31 12/1 0.90% 12/1/19 R 7/31 12/1 1.30% 12/1/19 T 7/31 12/1 1.16% 12/1/19 Pioneer Multi-Asset Income Fund A 7/31 12/1 0.85% 12/1/19 C 7/31 12/1 1.75% 12/1/18 T 7/31 12/1 0.85% 12/1/19 Y 7/31 12/1 0.65% 12/1/19 Pioneer Global Equity Fund A 8/31 1/1 1.25% 1/1/19 C 8/31 1/1 2.15% 1/1/19 K 8/31 1/1 0.80% 1/1/19 R 8/31 1/1 1.55% 1/1/19 T 8/31 1/1 1.30% 1/1/19 Y 8/31 1/1 0.80% 1/1/19
-------- /*/ Expense limitation applies to the fund's direct ordinary operating expenses and not the expenses of the underlying funds.
Fiscal Regular Year Prospectus Expense Fund Class End Date Limit Expiration ---- ----- ------ ---------- ------- ---------- Pioneer Disciplined Value Fund A 8/31 1/1 1.20% 1/1/19 C 8/31 1/1 2.10% 1/1/19 R 8/31 1/1 1.40% 1/1/19 T 8/31 1/1 1.20% 1/1/19 Y 8/31 1/1 0.85% 1/1/19 Pioneer High Income Municipal Fund A 8/31 1/1 0.90% 1/1/19 T 8/31 1/1 0.90% 1/1/19 Pioneer U.S. Corporate High Yield Fund A 8/31 1/1 1.05% 1/1/19 C 8/31 1/1 1.80% 1/1/19 T 8/31 1/1 1.05% 1/1/19 Y 8/31 1/1 0.75% 1/1/19 Pioneer Floating Rate Fund Y 10/31 3/1 0.70% 3/1/19 Pioneer Global Multisector Income Fund A 10/31 3/1 1.00% 3/1/19 C 10/31 3/1 1.90% 3/1/19 T 10/31 3/1 1.00% 3/1/19 Y 10/31 3/1 0.75% 3/1/19 Pioneer Flexible Opportunities Fund/*/ A 10/31 3/1 1.20% 3/1/19 T 10/31 3/1 1.20% 3/1/19 Y 10/31 3/1 0.90% 3/1/19 Pioneer ILS Interval Fund N/A 10/31 3/1 1.99% 3/1/19 Pioneer Emerging Markets Fund A 11/30 4/1 1.95% 4/1/19 C 11/30 4/1 2.85% 4/1/19 R 11/30 4/1 2.20% 4/1/19 T 11/30 4/1 1.95% 4/1/19 Pioneer International Equity Fund A 11/30 4/1 1.25% 4/1/19 C 11/30 4/1 2.15% 4/1/19 T 11/30 4/1 1.45% 4/1/19 Y 11/30 4/1 0.90% 4/1/19 Pioneer AMT-Free Municipal Fund A 12/31 5/1 0.82% 5/1/19 T 12/31 5/1 0.82% 5/1/19 Y 12/31 5/1 0.55% 5/1/19
-------- /*/ Expense limitation applies to the fund's direct ordinary operating expenses and not the expenses of the underlying funds. EX-99.6 ADVSER CONTR 5 Ex6c.txt FORM OF EXPENSE LIMIT AGREEMENT FORM OF EXPENSE LIMIT AGREEMENT Expense Limit Agreement made as of May 1, 2006, and as revised on [_________________], between Amundi Pioneer Asset Management, Inc. ("Amundi Pioneer"), on behalf of itself and its affiliate, Amundi Pioneer Distributor, Inc. ("Amundi Pioneer Distributor"), and each of the Pioneer Funds listed on Annex A, as updated from time to time (each a "Fund"). Whereas Amundi Pioneer and Amundi Pioneer Distributor wish to reduce the expenses of each Fund; and Whereas each Fund wishes to have Amundi Pioneer enter into such an agreement. Now therefore the parties agree as follows: SECTION 1 Special Class A Limitations. The expenses attributable to each class of shares of the Funds listed on Annex B, as updated from time to time, shall be reduced, if necessary, so that the Ordinary Operating Expenses (as defined below) of each Fund attributable to such class of shares do not exceed the percentage of average daily net assets attributable to the applicable class of shares of such Fund as set forth on Annex B. This expense limitation shall be effected first by Amundi Pioneer waiving and/or reimbursing transfer agency fees and expenses allocated to the applicable class of shares. If waiving transfer agency fees and expenses alone is not sufficient to achieve the expense limitation reflected in Annex B, Amundi Pioneer Distributor shall waive Rule 12b-1 fees attributable to the applicable class of shares. In the event that waiving transfer agency fees and expenses and Rule 12b-1 fees attributable to a class of shares is not sufficient to achieve the expense limitation reflected in Annex B, Amundi Pioneer shall reimburse other expenses or waive other fees ("Fund-Wide Expenses") to the extent necessary to further reduce the expenses attributable to that class of shares to the percentage of average daily net assets reflected in Annex B. In the event that Amundi Pioneer waives or reimburses any Fund-Wide Expenses, Amundi Pioneer also agrees to waive or reimburse the Fund-Wide Expenses attributable to any other authorized class of shares to the same extent that such expenses are reduced for the class of shares that required the reduction of Fund-Wide Expenses. SECTION 2 Amendment or Termination of Expense Limits. Amundi Pioneer may terminate or modify these expense limitations only in accordance with this Agreement. Amundi Pioneer agrees that the expense limitations set forth in Annex B shall continue in force until the date set forth with respect to each Fund (and class thereof) in Annex B; provided, that Amundi Pioneer may extend a date reflected in Annex B from time to time. SECTION 3 Termination of Expense Reimbursement Provisions. Notwithstanding anything to the contrary in any predecessor to this Agreement, Amundi Pioneer agrees that it shall not be entitled to be reimbursed for any expenses that Amundi Pioneer or Amundi Pioneer Distributor has waived or limited. SECTION 4 Ordinary Operating Expenses. For purposes of this Agreement, Ordinary Operating Expenses means all expenses of the Funds other than taxes, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses, such as litigation. SECTION 5 Governing Law. This Agreement shall be governed by the laws of the State of Delaware. SECTION 6 Existing Agreements Superseded. In the case of each Fund, to the extent that this Agreement provides for expense limit arrangements for the same classes of the Fund to which an existing expense limit agreement relates (each an "Existing Agreement"), this Agreement shall supersede and replace the Existing Agreement. In witness whereof, the parties hereto have caused this Agreement to be signed as of the ____ day of [________]. Each of the Funds Listed on Annex A. By: ------------------------------ Name: Title: AMUNDI PIONEER ASSET MANAGEMENT, INC. By: ------------------------------ Name: Title: Annex A Pioneer Solutions - Balanced Fund (a series of Pioneer Asset Allocation Trust) Annex B
Fiscal Regular Year Prospectus Expense Fund Class End Date Limit Expiration ---- ----- ------ ---------- ------- ---------- Pioneer Solutions - Balanced Fund/*/ A 7/31 12/1 0.70% 12/1/19 C 7/31 12/1 1.45% 12/1/19 R 7/31 12/1 0.78% 12/1/19 T 7/31 12/1 0.70% 12/1/19
-------- /*/ Expense limitation applies to the fund's direct ordinary operating expenses and not the expenses of the underlying funds. EX-99.7 DISTR CONTR 6 Ex7a.txt UNDERWRITING AGREEMENT UNDERWRITING AGREEMENT THIS UNDERWRITING AGREEMENT, dated this 3rd day of July, 2017, by and between Pioneer Asset Allocation Trust, a Delaware statutory trust ("Trust"), on behalf of its series Pioneer Solutions - Balanced Fund, Pioneer Solutions - Conservative Fund and Pioneer Solutions - Growth Fund and Amundi Pioneer Distributor, Inc., a Massachusetts corporation (the "Underwriter"). WITNESSETH WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), and has filed a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") for the purpose of registering shares of beneficial interest for public offering under the Securities Act of 1933, as amended; WHEREAS, the Underwriter engages in the purchase and sale of securities both as a broker and a dealer and is registered as a broker-dealer with the Commission and is a member in good standing of the Financial Industry Regulatory Authority ("FINRA"); WHEREAS, the parties hereto deem it mutually advantageous that the Underwriter should act as Principal Underwriter, as defined in the 1940 Act, for the sale to the public of the shares of beneficial interest of the securities portfolio of each series of the Trust which the Trustees may establish from time to time (individually, a "Portfolio" and collectively, the "Portfolios"); and NOW, THEREFORE, in consideration of the mutual covenants and benefits set forth herein, the Trust and the Underwriter do hereby agree as follows: 1. The Trust hereby grants to the Underwriter the right and option to purchase shares of beneficial interest of each class of each Portfolio of the Trust (the "Shares") for sale to investors either directly or indirectly through other broker-dealers. The Underwriter is not required to purchase any specified number of Shares, but will purchase from the Trust only a sufficient number of Shares as may be necessary to fill unconditional orders received from time to time by the Underwriter from investors and dealers. 2. The Underwriter shall offer Shares to the public at an offering price based upon the net asset value of the Shares, to be calculated for each class of Shares as described in the Registration Statement, including the Prospectus(es), filed with the Commission and in effect at the time of the offering, plus sales charges as approved by the Underwriter and the Trustees of the Trust and as further outlined in the Trust's Prospectus(es). The offering price shall be subject to any provisions set forth in the Prospectus(es) from time to time with respect thereto, including, without limitation, rights of accumulation, letters of intention, exchangeability of Shares, reinstatement privileges, net asset value purchases by certain persons and reinvestments of dividends and capital gain distributions. 3. In the case of all Shares sold to investors through other broker-dealers, a portion of applicable sales charges will be reallowed to such broker-dealers who are members of FINRA or, in the case of certain sales by banks or certain sales to foreign nationals, to brokers or dealers exempt from registration with the Commission. The concession reallowed to broker-dealers shall be set forth in a written sales agreement and shall be generally the same for broker-dealers providing comparable levels of sales and service. 4. This Agreement shall terminate on any anniversary hereof if its terms and renewal have not been approved by a majority vote of the Trustees of the Trust voting in person, including a majority of its Trustees who are not "interested persons" of the Trust and who have no direct or indirect financial interest in the operation of the Underwriting Agreement (the "Qualified Trustees"), at a meeting of Trustees called for the purpose of voting on such approval. This Agreement may also be terminated at any time, without payment of any penalty, by the Trust on 60 days' written notice to the Underwriter, or by the Underwriter upon similar notice to the Trust. This Agreement may also be terminated by a party upon five (5) days' written notice to the other party in the event that the Commission has issued an order or obtained an injunction or other court order suspending effectiveness of the Registration Statement covering the Shares. Finally, this Agreement may also be terminated by the Trust upon five (5) days' written notice to the Underwriter provided either of the following events has occurred: (i) FINRA has expelled the Underwriter or suspended its membership in that organization; or (ii) the qualification, registration, license or right of the Underwriter to sell Shares in a particular state has been suspended or cancelled in a state in which sales of Shares during the most recent 12-month period exceeded 10% of all Shares sold by the Underwriter during such period. 5. The compensation for the services of the Underwriter as a principal underwriter under this Agreement shall be: With respect to Class A Shares (i) that part of the sales charge which is retained by the Underwriter after allowance of discounts to dealers as set forth, if required, in the Registration Statement, including the Prospectus, filed with the Commission and in effect at the time of the offering, as amended, and (ii) those amounts payable to the Underwriter as reimbursement of expenses pursuant to any distribution plan for the Trust which may be in effect. With respect to Class C Shares (i) that part of the front-end sales charge which is retained by the Underwriter after allowance of discounts to dealers as set forth, if required, in the Registration Statement, including the Prospectus, filed with the Commission and in effect at the time of the offering, as amended, (ii) the Distribution Fee, if any, payable from time to time to the Underwriter under the Trust's Class C Distribution Plan and (iii) the contingent deferred sales charge payable with respect to Class C Shares sold through the Underwriter as set forth in the Registration Statement, 2 including the Prospectus, filed with the Commission and in effect at the time of the sale of such Class C Shares. With respect to Class R Shares (i) the Distribution Fee, if any, payable from time to time to the Underwriter under the Trust's Class R Distribution Plan and (ii) the sales charge payable, if any, with respect to Class R Shares sold through the Underwriter as set forth in the Registration Statement, including the Prospectus, filed with the Commission and in effect at the time of the sale of such Class R Shares. With respect to Class K Shares and Class Y Shares, the Underwriter shall not be entitled to any compensation. With respect to any future class of Shares, the Underwriter shall be entitled to such consideration as the Trust and the Underwriter shall agree at the time such class of Shares is established. 6. Nothing contained herein shall relieve the Trust of any obligation under its management contract or any other contract with any affiliate of the Underwriter. 7. The parties to this Agreement acknowledge and agree that all liabilities arising hereunder, whether direct or indirect, of any nature whatsoever, including without limitation, liabilities arising in connection with any agreement of the Trust or its Trustees as set forth herein to indemnify any party to this Agreement or any other person, if any, shall be satisfied out of the assets of the Trust and that no Trustee, officer or holder of Shares shall be personally liable for any of the foregoing liabilities. The Trust's Agreement and Declaration of Trust describes in detail the respective responsibilities and limitations on liability of the Trustees, officers and holders of Shares. 8. This Agreement shall automatically terminate in the event of its assignment (as that term is defined in the 1940 Act). 9. In the event of any dispute between the parties, this Agreement shall be construed according to the laws of The Commonwealth of Massachusetts. 3 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized officers and their seals to be hereto affixed as of the day and year first above written. ATTEST: PIONEER ASSET ALLOCATION TRUST On behalf of its series, Pioneer Solutions - Balanced Fund, Pioneer Solutions - Conservative Fund, and Pioneer Solutions - Growth Fund /s/ Christopher J. Kelley By: /s/ Lisa M. Jones --------------------------- -------------------------- Christopher J. Kelley Lisa M. Jones Secretary President ATTEST: AMUNDI PIONEER DISTRIBUTOR, INC. /s/ Margaret C. Begley By: /s/ Gregg M. Dooling --------------------------- -------------------------- Margaret C. Begley Gregg M. Dooling Secretary Chief Financial Officer 4 EX-99.9 CUST CONTRCT 7 Ex9b.txt AMENDED APPENDIX A TO CUSTODIAN AGREEMENT 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 December 27, 2016 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 EMERGING MARKETS FUND 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 - CONSERVATIVE ALLOCATION FUND PIONEER SOLUTIONS - GROWTH ALLOCATION FUND PIONEER SOLUTIONS - BALANCED ALLOCATION FUND PIONEER ILS INTERVAL 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 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 SERIES TRUST IV, a series trust consisting of: PIONEER CLASSIC BALANCED 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 U.S. CORPORATE HIGH YIELD FUND PIONEER SERIES TRUST VI, a series trust consisting of: PIONEER FLOATING RATE FUND PIONEER FLEXIBLE OPPORTUNITIES FUND PIONEER CAYMAN 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 VALUE 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 SHORT TERM INCOME FUND PIONEER STRATEGIC INCOME FUND PIONEER VARIABLE CONTRACTS TRUST, a series trust consisting of: PIONEER BOND VCT PORTFOLIO PIONEER DISCIPLINED VALUE VCT PORTFOLIO PIONEER EMERGING MARKETS 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/ Elizabeth E. Prickett --------------------------- -------------------------- Name: Christopher J. Kelley Name: Elizabeth E. Prickett Title: Secretary Title: Managing Director EX-99.10 12B1 PLAN 8 Ex10a.txt PIONEER FUNDS DISTRIBUTION PLAN PIONEER FUNDS DISTRIBUTION PLAN February 1, 2008 (as amended January 10, 2017) WHEREAS, the Board of Trustees (the "Board") of certain of the open-end investment companies listed on Appendix B hereto have adopted separate distribution plans pursuant to Rule 12b-1 (the "Rule") under the Investment Company Act of 1940, as amended (the "1940 Act"), for certain classes of shares (each a "Class") of each series of each such investment company; and WHEREAS, the Board desires to combine, amend and restate in their entirety all such distribution plans into this Distribution Plan (this "Plan"); and WHEREAS, the Board of each of the other open-end investment companies listed on Appendix B hereto desires to adopt this Plan with respect to certain of the Classes offered by certain of its series; NOW, THEREFORE, this Plan is amended and restated or adopted, as the case may be, in accordance with the Rule with respect to those Classes listed on Appendix A offered by the series (each a "Fund") of the investment companies (each a "Trust) listed on Appendix B hereto, as each such Appendix may be amended from time to time, to be effective as of the date set forth above or, if later, the date indicated on Appendix B, subject to the following terms and conditions: Section 1. Annual Fee. For each Class, a Fund may pay to one or more principal underwriters, broker-dealers, financial intermediaries (which may include banks) and other parties that enter into a distribution, underwriting, selling or service agreement with respect to shares of such Class (each of the foregoing, a "Servicing Party") distribution and/or service fees. The Fund, its principal underwriter (together with any co-underwriters and successors, "Underwriters") or other parties also may incur expenses in connection with the distribution or marketing and sale of the Fund's shares that may be paid or reimbursed by the Fund. The aggregate amount in respect of such fees and expenses to be paid by a Fund pursuant to this Section 1 with respect to any Class shall be the amount calculated at the percentage per annum of the average daily net assets attributable to such Class as set forth in Appendix A hereto. The fees described above will be calculated daily and paid monthly or at such other intervals as the Board of each Trust may determine. Payments under this Plan are not tied exclusively to actual distribution and/or service fees and expenses incurred, and the payments under this Plan may exceed (or be less than) actual fees and expenses incurred. A Servicing Party may retain any fees hereunder that are in excess of its expenses incurred. Section 2. Other Payments by Manager, Fund, Etc. It is recognized that a Fund's investment manager ("Manager") or Underwriters, a Servicing Party or an affiliate of any of them may use its management or advisory fee revenues, past profits or its resources from other sources to make payments to a Servicing Party or any other entity with respect to expenses incurred in connection with the distribution or marketing and sales of the Fund's shares, including the activities referred to above. Notwithstanding any language to the contrary contained herein, to the extent that any payments made by the Fund to its Manager or any affiliate thereof, including payments made from such Manager's or affiliate's management or advisory fee or administrative fee or payments made for shareholder services, should be deemed to be indirect financing of any activity primarily intended to result in the sale of Fund shares within the context of the Rule, then such payments shall be deemed to be authorized by this Plan but shall not be subject to the limitations set forth in Section 1. It is further recognized that each Fund will enter into normal and customary custodial, transfer agency, shareholder servicing, recordkeeping and dividend disbursing agency and other service provider arrangements, and make separate payments under the terms and conditions of those arrangements. These arrangements shall not ordinarily be deemed pursuant to this Plan. Section 3. Sales Charges. It is understood that, as disclosed in each Fund's prospectus, an initial sales charge may be paid by investors who purchase Fund shares, and the Fund may pay to one or more Servicing Parties, or the Fund may permit such persons to retain, as the case may be, such sales charge as full or partial compensation for their services in connection with the sale of Fund shares. It is also understood that, as disclosed in each Fund's prospectus, the Fund or a Servicing Party may impose certain deferred sales charges in connection with the repurchase of Fund shares, and the Fund may pay to a Servicing Party, or the Fund may permit such persons to retain, as the case may be, all or any portion of such deferred sales charges. Section 4. Approval by Shareholders. Except as otherwise permitted by applicable law, and other than with respect to Classes of a Fund in existence as of the date first written above (as to which this Plan amends and restates the existing distribution plans), this Plan will not take effect, and no fee will be payable in accordance with Section 1 of this Plan, with respect to a Class of a Fund (other than a Class of a Fund in existence as of the date first written above) until this Plan has been approved by a vote of at least a majority of the outstanding voting securities of that Class. This Plan will be deemed to have been approved with respect to a Class of a Fund so long as a majority of the outstanding voting securities of that Class votes for the approval of this Plan, notwithstanding that (a) this Plan has not been approved by a majority of the outstanding voting securities of any other Class, or (b) this Plan has not been approved by a majority of the outstanding voting securities of the Fund. Section 5. Approval by Trustees. Neither this Plan nor any related agreements will take effect, with respect to a Class of a Fund, until approved by a majority vote of both (a) the Board and (b) those Trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of this Plan or in any agreements related to this Plan (the "Qualified Trustees"), cast in person at a meeting called for the purpose of voting on this Plan and the related agreements. Section 6. Continuance of this Plan. The Plan will continue in effect with respect to each Class, provided that such continuance is specifically approved at least annually by the Board and by a majority of the Qualified Trustees in accordance with Section 5. 2 Section 7. Termination. The Plan may be terminated at any time with respect to a Class of a Fund (i) by the Fund without the payment of any penalty, by the vote of a majority of the outstanding voting securities of such Class or (ii) by a majority vote of the Qualified Trustees. The Plan may remain in effect with respect to a Class even if this Plan has been terminated in accordance with this Section 7 with respect to any other Class of the same Fund. Section 8. Amendments. The Plan may not be amended with respect to a Class of a Fund to increase materially the amount of the fees described in Section 1, unless the amendment is approved by a vote of holders of at least a majority of the outstanding voting securities of that Class. No material amendment to this Plan may be made unless approved by the Board and the Qualified Trustees in the manner described in Section 5. Section 9. Selection of Certain Board Members. While this Plan is in effect, the Trust will comply with paragraph (c) of the Rule. Section 10. Written Reports. In each year during which this Plan remains in effect with respect to any Class of a Fund, the proper officers of the Fund will prepare and furnish to the Board and the Board will review, at least quarterly, written reports complying with the requirements of the Rule, which set out the amounts expended under this Plan and the purposes for which those expenditures were made. Section 11. Preservation of Materials. The Trust will preserve copies of this Plan, any agreement relating to this Plan and any report made pursuant to Section 10 for a period of not less than six years (the first two years in an easily accessible place). Section 12. Meanings of Certain Terms. As used in this Plan, the terms "interested person" and "majority of the outstanding voting securities" will be deemed to have the meanings given to those terms under the 1940 Act, and references to the "1940 Act" shall include any rule, regulation or exemptive order of the Securities and Exchange Commission (the "Commission") thereunder and interpretive guidance with respect to the 1940 Act by the Commission or its staff. Section 13. Limitation of Liability. Notice is hereby given that this Plan has been adopted on behalf of each Fund by the Trustees in their capacity as Trustees of the Trust and not individually and that the obligations of or arising out of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the Fund. 3 Section 14. Severability. The provisions of this Plan are severable for each Fund and each Class covered by this Plan, and actions taken with respect to this Plan in conformity with the Rule may be taken separately for each Fund and Class. Section 15. Governing Law. This Plan shall be governed by, and construed in accordance with, the laws of The Commonwealth of Massachusetts, except to the extent required to be governed by the 1940 Act and the Rule. Section 16. Pledge by Underwriter. Notwithstanding anything to the contrary in this Plan or any underwriting agreement, each Underwriter may assign, sell or pledge (collectively, "Transfer") its rights to its portion of any fees payable to it hereunder. Upon receipt of notice of a Transfer, the Trust will pay to the assignee, purchaser or pledgee (each, a "Transferee"), as third party beneficiaries, such fees payable to the principal underwriter as provided in written instructions from the principal underwriter and the Transferee to the Trust. In the absence of any such written instructions, the Trust shall have no obligations to a Transferee. 4 APPENDIX A DISTRIBUTION PLAN
Applicable Percentage Class of each Fund Per Annum ------------------ --------------------- Class A (other than Class A of Pioneer U.S. Government Money Market Fund, Pioneer Multi-Asset 0.25% Ultrashort Income Fund and Pioneer Short Term Income Fund) Class A of Pioneer U.S. Government Money Market Fund 0.15% Class A of Pioneer Multi-Asset Ultrashort Income Fund and Pioneer Short Term Income Fund 0.20% Class C (other than Pioneer Multi-Asset Ultrashort Income Fund and Pioneer Short Term Income 1.00% Fund) Class C of Pioneer Multi-Asset Ultrashort Income Fund and Pioneer Short Term Income Fund 0.50% Class C2 of Pioneer Multi-Asset Ultrashort Income Fund and Pioneer Short Term Income Fund 0.50% Class R 0.50% Class T 0.25%
January 10, 2017 APPENDIX B DISTRIBUTION PLAN
Trust Fund ----- ---- Pioneer Asset Allocation Trust Pioneer Solutions - Conservative Fund Pioneer Solutions - Growth Fund Pioneer Solutions - Balanced Fund Pioneer Bond Fund Pioneer Bond Fund Pioneer Emerging Markets Fund Pioneer Emerging Markets Fund Pioneer Equity Income Fund Pioneer Equity Income Fund Pioneer Fund Pioneer Fund Pioneer High Yield Fund Pioneer High Yield Fund Pioneer Mid Cap Value Fund Pioneer Mid Cap Value Fund Pioneer Money Market Trust Pioneer U.S. Government Money Market Fund Pioneer Real Estate Shares Pioneer Real Estate Shares Pioneer Series Trust II Pioneer AMT-Free Municipal Fund Pioneer Select Mid Cap Growth Fund Pioneer Series Trust III Pioneer Disciplined Value Fund Pioneer Series Trust IV Pioneer Classic Balanced Fund Pioneer Multi-Asset Income Fund Pioneer Series Trust V Pioneer Global Equity Fund Pioneer High Income Municipal Fund Pioneer U.S. Corporate High Yield Fund Pioneer Series Trust VI Pioneer Floating Rate Fund Pioneer Flexible Opportunities Fund Pioneer Series Trust VII Pioneer Global High Yield Fund Pioneer Global Multisector Income Fund Pioneer Series Trust VIII Pioneer International Equity Fund Pioneer Series Trust X Pioneer Dynamic Credit Fund Pioneer Fundamental Growth Fund Pioneer Multi-Asset Ultrashort Income Fund Pioneer Series Trust XI Pioneer Core Equity Fund Pioneer Series Trust XII Pioneer Disciplined Growth Fund Pioneer Short Term Income Fund Pioneer Short Term Income Fund Pioneer Strategic Income Fund Pioneer Strategic Income Fund
January 10, 2017 6 EX-99.11 OPIN COUNSL 9 Ex11.txt OPINION OF COUNSEL Morgan, Lewis & Bockius LLP One Federal Street Boston, Massachusetts 02110-1726 Tel: +1.617.341.7700 Fax: +1.617.341.7701 www.morganlewis.com October 31, 2017 Pioneer Asset Allocation Trust 60 State Street Boston, Massachusetts 02109 Ladies and Gentlemen: We have acted as counsel to Pioneer Asset Allocation Trust, a Delaware statutory trust, in its individual capacity (the "Trust") and on behalf of its series Pioneer Solutions - Balanced Fund (the "Acquiring Fund"), in connection with the Trust's Registration Statement on Form N-14 to be filed with the Securities and Exchange Commission on or about October 31, 2017 (the "Registration Statement"), with respect to the Acquiring Fund's Class A, Class C, Class R and Class Y shares of beneficial interest (the "Shares") to be issued in exchange for the assets of each of Pioneer Solutions - Conservative Fund and Pioneer Solutions - Growth Fund (each, a "Target Fund"), each a series of the Trust, as described in the Registration Statement (the "Reorganization"). You have requested that we deliver this opinion in connection with the Trust's filing of the Registration Statement. In connection with the furnishing of this opinion, we have examined the following documents: (a)A certificate of the Secretary of State of the State of Delaware, dated as of a recent date, as to the existence of the Trust; (b)A copy, certified by the Secretary of State of the State of Delaware, of the Trust's Certificate of Trust filed with the Secretary of State (the "Certificate of Trust"); (c)A certificate executed by the Secretary of the Trust, certifying as to, and attaching copies of, the Trust's Agreement and Declaration of Trust (the "Declaration"), the Trust's By-Laws (the "By-Laws"), and the resolutions adopted by the Trustees of the Trust authorizing the Reorganization and the issuance of the Shares on behalf of the Acquiring Fund (the "Resolutions"); (d)a printer's proof, received on October 31, 2017, of the Registration Statement; and October 31, 2017 Page 2 (e)a copy of the Agreement and Plan of Reorganization to be entered into by the Acquiring Fund and each Target Fund in the form included as Exhibit A to the Registration Statement referred to in paragraph (d) above (the "Agreement and Plan of Reorganization"). In such examination, we have assumed the genuineness of all signatures, the conformity to the originals of all of the documents reviewed by us as copies, including conformed copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document. We have assumed for the purposes of this opinion that (i) the Registration Statement as filed with the Securities and Exchange Commission will be in substantially the form of the printer's proof referred to in paragraph (d) above; (ii) the Agreement and Plan of Reorganization will be duly completed, executed and delivered by the parties thereto in substantially the form of the copy referred to in paragraph (e) above; and (iii) that the Declaration, the By-Laws, the Certificate of Trust, the Resolutions and the Agreement and Plan of Reorganization will not have been amended, modified or withdrawn and will be in full force and effect on the date of issuance of such Shares. This opinion is based entirely on our review of the documents listed above and such other documents as we have deemed necessary or appropriate for the purposes of this opinion and such investigation of law as we have deemed necessary or appropriate. We have made no other review or investigation of any kind whatsoever, and we have assumed, without independent inquiry, the accuracy of the information set forth in such documents. This opinion is limited solely to the Delaware Statutory Trust Act to the extent that the same may apply to or govern the transactions referred to herein, and we express no opinion with respect to the laws of any other jurisdiction or to any other laws of the State of Delaware. Further, we express no opinion as to any state or federal securities laws, including the securities laws of the State of Delaware. No opinion is given herein as to the choice of law or internal substantive rules of law which any tribunal may apply to such transaction. In addition, to the extent that the Declaration or the By-Laws refer to, incorporate or require compliance with, the Investment Company Act of 1940, as amended, or any other law or regulation applicable to the Trust, except for the Delaware Statutory Trust Act, as aforesaid, we have assumed compliance by the Trust with such Act and such other laws and regulations. We understand that all of the foregoing assumptions and limitations are acceptable to you. Based upon and subject to the foregoing, please be advised that it is our opinion that the Shares, when issued and sold in accordance with the Declaration, the By-Laws, and the Resolutions and for the consideration described in the Agreement and Plan of Reorganization, will be validly issued, fully paid and nonassessable. This opinion is given as of the date hereof and we assume no obligation to update this opinion to reflect any changes in law or any other facts or circumstances which may hereafter come to our attention. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In rendering this opinion and giving this consent, we do not admit that we are in October 31, 2017 Page 3 the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Morgan, Lewis & Bockius LLP EX-99.12 TAX OPINION 10 Ex12a.txt FORM OF OPINION AS TO TAX MATTERS (PIONEER SOLUTIONS - CONSERVATIVE FUND) [ ], 20[ ] Pioneer Asset Allocation Trust 60 State Street Boston, Massachusetts 02109 Ladies and Gentlemen: This opinion is furnished to you pursuant to Paragraph 8.4 of the Agreement and Plan of Reorganization (the "Agreement"), dated as of [ ], 20[ ], by and among Pioneer Asset Allocation Trust, a Delaware statutory trust (the "Trust"), on behalf of Pioneer Solutions - Balanced Fund, a series thereof (the "Acquiring Fund"), the Trust, on behalf of Pioneer Solutions - Conservative Fund, another series thereof (the "Acquired Fund"), and certain other parties. All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement. References herein to Acquired Fund Shares, Acquired Fund Shareholders, Acquired Assets, Assumed Liabilities, and the Acquired Fund Tax Representation Certificate refer only to Acquired Fund Shares, Acquired Fund Shareholders, Acquired Assets, Assumed Liabilities, and the Acquired Fund Tax Representation Certificate of the Acquired Fund. References herein to Acquiring Fund Shares and the Acquiring Fund Tax Representation Certificate refer only to Acquiring Fund Shares to be issued and distributed in the Transaction (as defined below) and to the Acquiring Fund Tax Representation Certificate to be issued in connection with the Transaction, respectively. The Agreement contemplates (1) the transfer of all of the Acquired Assets to the Acquiring Fund in exchange solely for (a) the issuance to the Acquired Fund of the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, of each class with an aggregate NAV equal to the aggregate NAV of the Acquired Fund attributable to the corresponding class (determined as set forth in paragraph 1.4 of the Agreement) of Acquired Fund Shares, and (b) the assumption by the Acquiring Trust, on behalf of the Acquiring Fund, of all the Assumed Liabilities, and (2) the distribution by the Acquired Fund of the Acquiring Fund Shares pro rata on a class-by-class basis to the Acquired Fund Shareholders in complete liquidation and dissolution of the Acquired Fund (collectively, the "Transaction"). In connection with this opinion we have examined and relied upon the originals or copies, certified or otherwise identified to us to our satisfaction, of the Agreement, the Combined Pioneer Asset Allocation Trust [ ], 20[ ] Page Two Information Statement of the Acquired Fund and another series of the Trust and Prospectus for the Acquiring Fund, dated [ ], 20[ ], and related documents (collectively, the "Transaction Documents"). In that examination, we have assumed the genuineness of all signatures, the capacity and authority of each party executing a document to so execute the document, the authenticity and completeness of all documents purporting to be originals (whether reviewed by us in original or copy form) and the conformity to the originals of all documents purporting to be copies (including electronic copies). We have also assumed that each agreement and other instrument reviewed by us is valid and binding on the party or parties thereto and is enforceable in accordance with its terms, and that there are no contracts, agreements, arrangements, or understandings, either written or oral, that are inconsistent with or that would materially alter the terms of the Agreement or the other Transaction Documents. As to certain factual matters, we have relied with your consent upon, and our opinion is limited by, the representations of the various parties set forth in the Transaction Documents and in the Acquired Fund Tax Representation Certificate and the Acquiring Fund Tax Representation Certificate, each dated as of the date hereof (the "Certificates"). Our opinion assumes (i) that all representations set forth in the Transaction Documents and in the Certificates will be true and correct in all material respects as of the date of the Transaction (and that any such representations made "to the best knowledge of", "to the knowledge of", "in the belief of", or otherwise similarly qualified, are true and correct in all material respects without any such qualification), and (ii) that the Agreement is implemented in accordance with its terms and consistent with the representations set forth in the Transaction Documents and Certificates. Our opinion is limited solely to the provisions of the Internal Revenue Code of 1986, as amended and as presently in effect (the "Code"), existing case law, existing permanent and temporary treasury regulations promulgated under the Code, and existing published revenue rulings and procedures of the Internal Revenue Service that are in effect as of the date hereof, all of which are subject to change and new interpretation, both prospectively and retroactively. We assume no obligation to update our opinion to reflect other facts or any changes in law or in the interpretation thereof that may hereafter occur. On the basis of and subject to the foregoing, with respect to the Transaction, we are of the opinion that, for United States federal income tax purposes: 1. The Transaction will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and each of the Acquired Fund and the Acquiring Fund will be a "party to a reorganization" within the meaning of Section 368(b) of the Code. 2. No gain or loss will be recognized by the Acquired Fund upon the transfer of the Acquired Assets to the Acquiring Fund in the Transaction solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Trust, on behalf of the Acquiring Fund, of the Assumed Liabilities, or upon the distribution of the Acquiring Fund Shares by the Acquired Fund to the Acquired Fund Shareholders in complete liquidation of the Acquired Fund, except for (A) gain or loss that may Pioneer Asset Allocation Trust [ ], 20[ ] Page Three be recognized with respect to "section 1256 contracts" as defined in Section 1256(b) of the Code, (B) gain that may be recognized with respect to stock in a "passive foreign investment company" as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized (i) as a result of the closing of the Acquired Fund's taxable year or (ii) upon the transfer of an Acquired Asset regardless of whether such transfer would otherwise be a non-recognition transaction under the Code. 3. The tax basis in the hands of the Acquiring Fund of the Acquired Assets transferred to the Acquiring Fund in the Transaction will be the same as the tax basis of such Acquired Assets in the hands of the Acquired Fund immediately prior to the transfer thereof, increased by the amount of gain (or decreased by the amount of loss), if any, recognized by the Acquired Fund upon the transfer. 4. The holding period in the hands of the Acquiring Fund of each Acquired Asset transferred to the Acquiring Fund in the Transaction, other than Acquired Assets with respect to which gain or loss is required to be recognized in the Transaction, will include the holding period of that Acquired Asset in the hands of the Acquired Fund (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an Acquired Asset). 5. No gain or loss will be recognized by the Acquiring Fund upon its receipt of the Acquired Assets solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Trust, on behalf of the Acquiring Fund, of the Assumed Liabilities as part of the Transaction. 6. No gain or loss will be recognized by the Acquired Fund Shareholders upon the exchange of all their Acquired Fund Shares solely for Acquiring Fund Shares as part of the Transaction. 7. The aggregate tax basis of the Acquiring Fund Shares that each Acquired Fund Shareholder receives in the Transaction will be the same as the aggregate tax basis of the Acquired Fund Shares exchanged therefor. 8. Each Acquired Fund Shareholder's holding period for his or her Acquiring Fund Shares received in the Transaction will include the holding period for the Acquired Fund Shares exchanged therefor, provided that the Acquired Fund Shareholder held such Acquired Fund Shares as capital assets on the date of the exchange. Pioneer Asset Allocation Trust [ ], 20[ ] Page Four This opinion is being delivered solely to you for your use in connection with the Transaction, and may not be relied upon by any other person or used for any other purpose. Very truly yours, MORGAN, LEWIS & BOCKIUS LLP Pioneer Asset Allocation Trust [ ], 20[ ] Page Five FOR MLB INTERNAL USE ONLY PREPARED BY: -------------------------------------- SIGNED BY: -------------------------------------- REVIEWED BY: -------------------------------------- EX-99.12 TAX OPINION 11 Ex12b.txt FORM OF OPINION AS TO TAX MATTERS (PIONEER SOLUTIONS - GROWTH FUND) [ ], 20[ ] Pioneer Asset Allocation Trust 60 State Street Boston, Massachusetts 02109 Ladies and Gentlemen: This opinion is furnished to you pursuant to Paragraph 8.4 of the Agreement and Plan of Reorganization (the "Agreement"), dated as of [ ], 20[ ], by and among Pioneer Asset Allocation Trust, a Delaware statutory trust (the "Trust"), on behalf of Pioneer Solutions - Balanced Fund, a series thereof (the "Acquiring Fund"), the Trust, on behalf of Pioneer Solutions - Growth Fund, another series thereof (the "Acquired Fund"), and certain other parties. All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement. References herein to Acquired Fund Shares, Acquired Fund Shareholders, Acquired Assets, Assumed Liabilities, and the Acquired Fund Tax Representation Certificate refer only to Acquired Fund Shares, Acquired Fund Shareholders, Acquired Assets, Assumed Liabilities, and the Acquired Fund Tax Representation Certificate of the Acquired Fund. References herein to Acquiring Fund Shares and the Acquiring Fund Tax Representation Certificate refer only to Acquiring Fund Shares to be issued and distributed in the Transaction (as defined below) and to the Acquiring Fund Tax Representation Certificate to be issued in connection with the Transaction, respectively. The Agreement contemplates (1) the transfer of all of the Acquired Assets to the Acquiring Fund in exchange solely for (a) the issuance to the Acquired Fund of the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, of each class with an aggregate NAV equal to the aggregate NAV of the Acquired Fund attributable to the corresponding class (determined as set forth in paragraph 1.4 of the Agreement) of Acquired Fund Shares, and (b) the assumption by the Acquiring Trust, on behalf of the Acquiring Fund, of all the Assumed Liabilities, and (2) the distribution by the Acquired Fund of the Acquiring Fund Shares pro rata on a class-by-class basis to the Acquired Fund Shareholders in complete liquidation and dissolution of the Acquired Fund (collectively, the "Transaction"). In connection with this opinion we have examined and relied upon the originals or copies, certified or otherwise identified to us to our satisfaction, of the Agreement, the Combined Information Statement of the Acquired Fund and another series of the Trust and Prospectus for the Acquiring Fund, dated [ ], 20[ ], and related documents (collectively, the "Transaction Documents"). In that examination, we have assumed the genuineness of all signatures, the capacity and authority of each party executing a document to so execute the document, the authenticity and completeness of all documents purporting to be originals (whether reviewed by us in original or copy form) and the conformity to the originals of all documents purporting to be Pioneer Asset Allocation Trust [ ], 20[ ] Page Two copies (including electronic copies). We have also assumed that each agreement and other instrument reviewed by us is valid and binding on the party or parties thereto and is enforceable in accordance with its terms, and that there are no contracts, agreements, arrangements, or understandings, either written or oral, that are inconsistent with or that would materially alter the terms of the Agreement or the other Transaction Documents. As to certain factual matters, we have relied with your consent upon, and our opinion is limited by, the representations of the various parties set forth in the Transaction Documents and in the Acquired Fund Tax Representation Certificate and the Acquiring Fund Tax Representation Certificate, each dated as of the date hereof (the "Certificates"). Our opinion assumes (i) that all representations set forth in the Transaction Documents and in the Certificates will be true and correct in all material respects as of the date of the Transaction (and that any such representations made "to the best knowledge of", "to the knowledge of", "in the belief of", or otherwise similarly qualified, are true and correct in all material respects without any such qualification), and (ii) that the Agreement is implemented in accordance with its terms and consistent with the representations set forth in the Transaction Documents and Certificates. Our opinion is limited solely to the provisions of the Internal Revenue Code of 1986, as amended and as presently in effect (the "Code"), existing case law, existing permanent and temporary treasury regulations promulgated under the Code, and existing published revenue rulings and procedures of the Internal Revenue Service that are in effect as of the date hereof, all of which are subject to change and new interpretation, both prospectively and retroactively. We assume no obligation to update our opinion to reflect other facts or any changes in law or in the interpretation thereof that may hereafter occur. On the basis of and subject to the foregoing, with respect to the Transaction, we are of the opinion that, for United States federal income tax purposes: 1. The Transaction will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and each of the Acquired Fund and the Acquiring Fund will be a "party to a reorganization" within the meaning of Section 368(b) of the Code. 2. No gain or loss will be recognized by the Acquired Fund upon the transfer of the Acquired Assets to the Acquiring Fund in the Transaction solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Trust, on behalf of the Acquiring Fund, of the Assumed Liabilities, or upon the distribution of the Acquiring Fund Shares by the Acquired Fund to the Acquired Fund Shareholders in complete liquidation of the Acquired Fund, except for (A) gain or loss that may be recognized with respect to "section 1256 contracts" as defined in Section 1256(b) of the Code, (B) gain that may be recognized with respect to stock in a "passive foreign investment company" as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized (i) as a result of the closing of the Acquired Fund's taxable year or (ii) upon the transfer of an Pioneer Asset Allocation Trust [ ], 20[ ] Page Three Acquired Asset regardless of whether such transfer would otherwise be a non-recognition transaction under the Code. 3. The tax basis in the hands of the Acquiring Fund of the Acquired Assets transferred to the Acquiring Fund in the Transaction will be the same as the tax basis of such Acquired Assets in the hands of the Acquired Fund immediately prior to the transfer thereof, increased by the amount of gain (or decreased by the amount of loss), if any, recognized by the Acquired Fund upon the transfer. 4. The holding period in the hands of the Acquiring Fund of each Acquired Asset transferred to the Acquiring Fund in the Transaction, other than Acquired Assets with respect to which gain or loss is required to be recognized in the Transaction, will include the holding period of that Acquired Asset in the hands of the Acquired Fund (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an Acquired Asset). 5. No gain or loss will be recognized by the Acquiring Fund upon its receipt of the Acquired Assets solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Trust, on behalf of the Acquiring Fund, of the Assumed Liabilities as part of the Transaction. 6. No gain or loss will be recognized by the Acquired Fund Shareholders upon the exchange of all their Acquired Fund Shares solely for Acquiring Fund Shares as part of the Transaction. 7. The aggregate tax basis of the Acquiring Fund Shares that each Acquired Fund Shareholder receives in the Transaction will be the same as the aggregate tax basis of the Acquired Fund Shares exchanged therefor. 8. Each Acquired Fund Shareholder's holding period for his or her Acquiring Fund Shares received in the Transaction will include the holding period for the Acquired Fund Shares exchanged therefor, provided that the Acquired Fund Shareholder held such Acquired Fund Shares as capital assets on the date of the exchange. This opinion is being delivered solely to you for your use in connection with the Transaction, and may not be relied upon by any other person or used for any other purpose. Very truly yours, Pioneer Asset Allocation Trust [ ], 20[ ] Page Four MORGAN, LEWIS & BOCKIUS LLP Pioneer Asset Allocation Trust [ ], 20[ ] Page Five FOR MLB INTERNAL USE ONLY PREPARED BY: -------------------------------------- SIGNED BY: -------------------------------------- REVIEWED BY: -------------------------------------- EX-99.13 OTH CONTRCT 12 Ex13b.txt AMENDED AND RESTATED ADMINISTRATION AGREEMENT 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 Pioneer Investment 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; and 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. The 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 3la-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 3la-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 2 Board with information comparing the Administrator's actual costs of providing services hereunder and the budgeted amount of such costs to the Funds. (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-l 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. As 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 PIONEER INVESTMENT MANAGEMENT, INC. By: /s/ Gregg M. Dooling --------------------------------- Name: Gregg M. Dooling Title: Chief Financial Officer 6 Appendix A (Updated as of February 1, 2017) 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 Emerging Pioneer Emerging Effective Date: July 1, 2008 Markets Fund Markets Fund Initial Term: July 1, 2008-December 31, 2009 Pioneer Equity Pioneer Equity Income Effective Date: July 1, 2008 Income Fund Fund 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 Pioneer High Yield Effective Date: July 1, 2008 Fund Fund Initial Term: July 1, 2008-December 31, 2009 Pioneer Asset Pioneer Solutions - Effective Date: July 1, 2008 Allocation Trust Conservative Fund Initial Term: July 1, 2008-December 31, 2009 Pioneer Solutions - Effective Date: July 1, 2008 Growth Fund Initial Term: July 1, 2008-December 31,2009 Pioneer Solutions - Effective Date: July 1, 2008 Balanced Fund Initial Term: July 1, 2008-December 31, 2009 Pioneer Mid Cap Pioneer Mid Cap Value Effective Date: July 1, 2008 Value Fund Fund Initial Term: July 1, 2008-December 31,2009 Pioneer Money Pioneer U.S. Effective Date: July 1, 2008 Market Trust Governemnt Money Market Fund Initial Term: July 1, 2008-December 31, 2009 Pioneer Real Estate Pioneer Real Estate Effective Date: July 1, 2008 Shares Shares Initial Term: July 1, 2008-December 31, 2009 Pioneer Series Pioneer AMT-Free Effective Date: July 1, 2008 Trust II Municipal Fund Initial Term: July 1, 2008-December 31,2009 Pioneer Select Mid Effective Date: July 1, 2008 Cap Growth Fund Initial Term: July 1, 2008-December 31,2009 Pioneer Series Pioneer Disciplined Effective Date: July 1, 2008 Trust III Value Fund Initial Term: July 1, 2008-December 31,2009 Pioneer Series Pioneer Classic Effective Date: July 1, 2008 Trust IV Balanced Fund Initial Term: July 1, 2008-December 31, 2009 Pioneer Multi-Asset Effective Date: December 1, 2011 Income Fund Initial Term: December 1, 2011-December 31, 2012 Pioneer Series Pioneer Global Equity Effective Date: July 1, 2008 Trust V Fund Initial Term: July 1, 2008-December 31, 2009 Pioneer High Income Effective Date: July 1, 2008 Municipal Fund Initial Term: July 1, 2008-December 31, 2009 Pioneer U.S. Effective Date: July 12, 2016 Corporate High Yield Fund Initial Term: July 12, 2016-December 31, 2017 Pioneer Series Pioneer Floating Rate Effective Date: July 1, 2008 Trust VI Fund 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 Pioneer Global High Effective Date: July 1, 2008 Trust VII Yield Fund Initial Term: July 1, 2008-December 31, 2009 Pioneer Global Effective Date: July 1, 2008 Multisector Income Fund Initial Term: July 1, 2008-December 31, 2009 Pioneer Series Pioneer International Effective Date: July 1, 2008 Trust VIII Equity Fund Initial Term: July 1, 2008-December 31, 2009 Pioneer Series Pioneer Dynamic Effective Date: March 8, 2011 Trust X Credit Fund Initial Term: March 8, 2011-December 31, 2012 Pioneer Fundamental Effective Date: July 1, 2008 Growth 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 Pioneer Core Equity Effective Date: July 1, 2008 Trust XI Fund Initial Term: July 1, 2008-December 31, 2009 Pioneer Series Pioneer Disciplined Effective Date: July 1, 2008 Trust XII Growth Fund Initial Term: July 1, 2008-December 31, 2009 Pioneer Short Term Pioneer Short Term Effective Date: July 1, 2008 Income Fund Income Fund Initial Term: July 1, 2008-December 31, 2009 Pioneer Strategic Pioneer Strategic Effective Date: July 1, 2008 Income Fund Income Fund Initial Term: July 1, 2008-December 31, 2009 Pioneer Variable Pioneer Bond VCT Effective Date: July 1, 2008 Contracts Trust Portfolio Initial Term: July 1, 2008-December 31, 2009 Pioneer Emerging Effective Date: July 1, 2008 Markets VCT Portfolio Initial Term: July 1, 2008-December 31, 2009 Pioneer Equity Income Effective Date: July 1, 2008 VCT Portfolio Initial Term: July 1, 2008-December 31, 2009 Pioneer Fund VCT Effective Date: July 1, 2008 Portfolio Initial Term: July 1, 2008-December 31, 2009 Pioneer High Yield Effective Date: July 1, 2008 VCT Portfolio Initial Term: July 1, 2008-December 31, 2009 Pioneer Mid Cap Value Effective Date: July 1, 2008 VCT Portfolio Initial Term: July 1, 2008-December 31, 2009 Pioneer Real Estate Effective Date: July 1, 2008 Shares VCT Portfolio Initial Term: July 1, 2008-December 31, 2009 Pioneer Select Mid Effective Date: July 1, 2008 Cap Growth VCT Portfolio Initial Term: July 1, 2008-December 31, 2009 Pioneer Strategic Effective Date: July 1, 2008 Income VCT 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 Multi-Asset Credit Trust Effective Date: February 13, 2013 Initial Term: February 13, 2013-December 31, 2013 Pioneer Municipal High Income Trust Effective Date: November 1, 2009 Initial Term: November 1, 2009-December 31, 2009 Pioneer Municipal High Income Effective Date: November 1, 2009 Advantage Trust Initial Term: November 1, 2009-December 31, 2009 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-l 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 comments . 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 EX-99.14 OTH CONSENT 13 Ex14.txt CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Consent of Independent Registered Public Accounting Firm We consent to the references to our firm under the captions "Financial Highlights", "Experts" and "Representations and Warranties" in the Combined Information Statement of Pioneer Solutions - Conservative Fund and Pioneer Solutions - Growth Fund and Prospectus for Pioneer Solutions - Balanced Fund, which is included in this Registration Statement on Form N-14. We also consent to the incorporation by reference of our report, dated September 27, 2017 on the financial statements and financial highlights of Pioneer Solutions - Balanced Fund (one of the portfolios constituting Pioneer Asset Allocation Trust) as of July 31, 2017, which are included in this Registration Statement on Form N-14 of Pioneer Solutions - Balanced Fund. We also consent to the incorporation by reference of our report, dated September 27, 2017 on the financial statements and financial highlights of Pioneer Solutions - Conservative Fund (one of the portfolios constituting Pioneer Asset Allocation Trust) as of July 31, 2017, which are included in this Registration Statement on Form N-14 of Pioneer Solutions - Balanced Fund. We also consent to the incorporation by reference of our report, dated September 27, 2017 on the financial statements and financial highlights of Pioneer Solutions - Growth Fund (one of the portfolios comprising Pioneer Asset Allocation Trust) as of July 31, 2017, which are included in this Registration Statement on Form N-14 of Pioneer Solutions - Balanced Fund. /s/ ERNST & YOUNG LLP Boston, Massachusetts October 31, 2017 EX-99.16 PWR OF ATTY 14 Ex16.txt POWER OF ATTORNEY POWER OF ATTORNEY I, the undersigned Trustee of Pioneer Asset Allocation Trust (the "Trust"), 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) the Trust's Registration Statement on Form N-14, and any and all amendments thereto, with respect to the proposed reorganization of each of Pioneer Solutions - Conservative Fund and Pioneer Solutions - Growth Fund into Pioneer Solutions - Balanced Fund, a series of the Trust, and (ii) any and all other documents and papers relating to each such reorganization, and generally to do all such things in my name and on behalf of me in the capacities indicated to enable the Trust to comply with the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended, and thereunder, hereby ratifying and confirming my signature as it may be signed by said attorneys or each of them to the Registration Statement and amendments to said Registration Statement. IN WITNESS WHEREOF, I have hereunder set my hand on this 22/nd/ day of September, 2017. /s/ David R. Bock /s/ Benjamin M. Friedman ------------------------------- ------------------------------- David R. Bock Benjamin M. Friedman /s/ Margaret B.W. Graham /s/ Lisa M. Jones ------------------------------- ------------------------------- Margaret B.W. Graham Lisa M. Jones /s/ Lorraine H. Monchak /s/ Thomas J. Perna ------------------------------- ------------------------------- Lorraine H. Monchak Thomas J. Perna /s/ Marguerite A. Piret /s/ Fred J. Ricciardi ------------------------------- ------------------------------- Marguerite A. Piret Fred J. Ricciardi /s/ Kenneth J. Taubes ------------------------------- Kenneth J. Taubes EX-99.17 (AS APPROP) 15 Ex17b.txt COMBINED PROSPECTUS AND COMBINED SAI, AS SUPPLEMENTED September 22, 2017 Pioneer Solutions -- Conservative Fund Pioneer Solutions -- Growth Fund (each an "Acquired Fund") Pioneer Solutions -- Balanced Fund (the "Acquiring Fund") SUPPLEMENT TO THE DECEMBER 1, 2016 SUMMARY PROSPECTUS, PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION, AS IN EFFECT AND AS MAY BE AMENDED FROM TIME TO TIME The Board of Trustees of Pioneer Solutions - Conservative Fund and Pioneer Solutions - Growth Fund has approved the reorganization of each fund with and into Pioneer Solutions - Balanced Fund (each a "Reorganization"). Each fund is managed by Amundi Pioneer Asset Management, Inc. ("Amundi Pioneer"). The Reorganizations, which do not require shareholder approval, are subject to the satisfaction of certain conditions, and are expected to be completed early in 2018. Following is a brief description of certain aspects of the Reorganizations: o Each fund has the same investment objective of long-term capital growth and current income. o Each fund has similar investment policies and strategies. Like the Acquired Funds, the Acquiring Fund is a "fund of funds" that allocates its assets primarily among other mutual funds, including mutual funds managed by Amundi Pioneer and funds unaffiliated with Amundi Pioneer ("underlying funds"). Following completion of the Reorganizations, it is anticipated that the combined fund will invest to a greater extent in underlying funds managed by Amundi Pioneer. In addition, unlike the Acquired Funds, it is expected that, following completion of the Reorganizations, Amundi Pioneer will not seek to maintain a target annualized volatility level for the combined fund or use derivatives to seek incremental return or to limit risk. o The expense ratio of each class of shares of the combined fund is expected to be lower than the expense ratio of the corresponding class of shares of each Acquired Fund. o The Reorganizations generally are not expected to result in income, gain or loss being recognized for federal income tax purposes by the funds or by the shareholders of the funds as a direct result of the Reorganizations. Shareholders of an Acquired Fund who determine that they do not wish to become shareholders of the combined fund may (a) redeem their shares of their Acquired Fund prior to the closing date of the Reorganization or (b) exchange their shares of their Acquired Fund prior to the closing date for shares of another Pioneer fund by contacting Amundi Pioneer or their investment professional or financial intermediary. Any contingent deferred sales charge that applies to your Class A or Class C shares will be waived in connection with a redemption of your shares of an Acquired Fund prior to the closing date. Please note that a redemption or an exchange of shares of an Acquired Fund will be a taxable event and a shareholder may recognize a gain or loss for federal income tax purposes in connection with that transaction. Prior to consummation of the Reorganizations, you will be sent an Information Statement containing important information about the Reorganizations, including the date on which the Reorganizations are expected to occur. Each fund's summary prospectus, prospectus and statement of additional information is available free upon request at https://us.pioneerinvestments.com or by calling 1-800-225-6292. Investment Objectives and Strategies Each fund has the same investment objective of long-term capital growth and current income. In addition, each fund operates as a "fund of funds" by allocating its assets among underlying funds with exposure to the broad asset classes of equity, fixed income and short-term (money market) investments. These underlying funds include mutual funds managed by Amundi Pioneer and funds unaffiliated with Amundi Pioneer. There is no maximum or minimum exposure that the funds must have to any asset class. Each fund may also invest directly in securities and utilize derivatives. In managing each fund, Amundi Pioneer currently selects investments it believes will perform well over time while maintaining a target annualized volatility level that corresponds to the fund's relative risk profile. Following completion of the Reorganizations, it is anticipated that the combined fund will invest to a greater extent in underlying funds managed by Amundi Pioneer. The combined fund is expected to invest in mutual funds unaffiliated with Amundi Pioneer and in ETFs, primarily when the desired economic exposure to a particular asset category or investment strategy is not available through a fund managed by Amundi Pioneer. It is also expected that Amundi Pioneer will not seek to maintain a target annualized volatility level for the combined fund or use derivatives to seek incremental return or to limit risk. Management Fee Each fund's current annual management fee is equal to 0.13% of the fund's average daily net assets, up to $2.5 billion; 0.11% of the fund's average daily net assets, from over $2.5 billion up to $4 billion; 0.10% of the fund's average daily net assets, from over $4 billion up to $5.5 billion; and 0.08% of the fund's average daily net assets, over $5.5 billion. It is expected that, following completion of the Reorganizations, the combined fund will not pay a direct management fee. However, as is currently the case for each of the Acquired Funds and the Acquiring Fund, following completion of the Reorganizations, the combined fund will continue to bear a pro rata portion of the fees and expenses, including management fees, of each underlying fund in which the combined fund invests. Total Expenses The expense ratio of each class of shares of the combined fund is expected to be no higher than the expense ratio of the corresponding class of shares of each Acquired Fund: The total annual fund operating expenses of Pioneer Solutions - Conservative Fund for the twelve-month period ended July 31, 2017 were: Class A: 0.87%; Class C: 1.61%; Class R: 1.89%; and Class Y: 0.83%. The net expense ratio for Class A shares is 0.70%, for Class C shares is 1.45%, for Class R shares is 0.90%, and for Class Y shares is 0.65%.* The total annual fund operating expenses of Pioneer Solutions - Growth Fund for the twelve month period ended July 31, 2017 were: Class A: 0.64%; Class C: 1.35%; Class R: 1.42%; and Class Y: 0.41%. The net expense ratio for Class R shares is 0.90%.** The pro forma total annual fund operating expenses of the combined fund, based on the twelve-month period ended July 31, 2017 are: Class A: 0.50%; Class C: 1.21%; Class R: 1.22%; and Class Y: 0.28%. The net expense ratio for Class R shares is 0.90%.*** * For Pioneer Solutions - Conservative Fund, Amundi Pioneer has contractually agreed to limit ordinary operating expenses (ordinary operating expenses mean all fund expenses other than taxes, brokerage commissions, acquired fund fees and expenses and extraordinary expenses, such as litigation) to the extent required to reduce fund expenses to 0.70%, 1.45%, 0.90% and 0.65% of the average daily net assets attributable to Class A, Class C, Class R and Class Y shares, respectively. These expense limitations are in effect through December 1, 2019. There can be no assurance that the adviser will extend the expense limitations beyond such time. ** For Pioneer Solutions - Growth Fund, Amundi Pioneer has contractually agreed to limit ordinary operating expenses (ordinary operating expenses mean all fund expenses other than taxes, brokerage commissions, acquired fund fees and expenses and extraordinary expenses, such as litigation) to the extent required to reduce fund expenses to 0.90% of the average daily net assets attributable to Class R shares. This expense limitation is in effect through December 1, 2019. There can be no assurance that the adviser will extend the expense limitations beyond such time. *** For Pioneer Solutions - Balanced Fund, Amundi Pioneer has contractually agreed to limit ordinary operating expenses (ordinary operating expenses mean all fund expenses other than taxes, brokerage commissions, acquired fund fees and expenses and extraordinary expenses, such as litigation) to the extent required to reduce fund expenses to 0.90% of the average daily net assets attributable to Class R shares. This expense limitation is in effect through December 1, 2019. There can be no assurance that the adviser will extend the expense limitations beyond such time. Fund Assets It is anticipated that the combined fund will have assets of approximately $529.1 million. As of July 31, 2017, Pioneer Solutions - Conservative Fund had assets of approximately $57.3 million and Pioneer Solutions - Growth Fund had assets of approximately $307.2 million. Portfolio Managers Following completion of the Reorganizations, the day-to-day management of the combined fund will be the responsibility of Kenneth J. Taubes and Marco Pirondini. Mr. Taubes is Chief Investment Officer, U.S. and Executive Vice President at Amundi Pioneer. Mr. Taubes is responsible for overseeing the U.S. and global fixed income teams. He joined Amundi Pioneer as a Senior Vice President in September 1998 and has been an investment professional since 1982. Mr. Pirondini is Executive Vice President and Head of Equities U.S. at Amundi Pioneer. From 2004 until 2010, Mr. Pirondini was Global Chief Investment Officer of Amundi Pioneer, overseeing equity, fixed income, balanced and quantitative portfolio management, and quantitative and fundamental research divisions. Mr. Pirondini joined a predecessor organization to Amundi Pioneer in 1991. Currently, day-to-day management of Pioneer Solutions - Conservative Fund, Pioneer Solutions - Balanced Fund, and Pioneer Solutions - Growth Fund is the responsibility of John O'Toole, Paul Weber, and Salvatore Buono. 30484-00-0917 [C] 2017 Amundi Pioneer Distributor, Inc. Underwriter of Pioneer mutual funds Member SIPC July 3, 2017 Supplement to the Prospectuses, as in effect and as may be amended, for Fund Date of Prospectus ---- ------------------ Pioneer AMT-Free Municipal Fund May 1, 2017 Pioneer Bond Fund April 1, 2017 Pioneer Classic Balanced Fund December 1, 2016 Pioneer Core Equity Fund May 1, 2017 Pioneer Disciplined Growth Fund December 31, 2016 Pioneer Disciplined Value Fund December 31, 2016 Pioneer Dynamic Credit Fund August 1, 2016 Pioneer Emerging Markets Fund April 1, 2017 Pioneer Equity Income Fund March 1, 2017 Pioneer Flexible Opportunities Fund March 1, 2017 Pioneer Floating Rate Fund March 1, 2017 Pioneer Fund May 1, 2017 Pioneer Fundamental Growth Fund February 3, 2017 Pioneer Global Equity Fund April 1, 2017 Pioneer Global High Yield Fund March 1, 2017 Pioneer Global Multisector Income Fund March 1, 2017 Pioneer High Income Municipal Fund December 31, 2016 Pioneer High Yield Fund March 1, 2017 Pioneer ILS Interval Fund March 1, 2017 Pioneer International Equity Fund April 1, 2017 Pioneer Mid Cap Value Fund March 1, 2017 Pioneer Multi-Asset Income Fund April 1, 2017 Pioneer Multi-Asset Ultrashort Income Fund August 1, 2016 Pioneer Real Estate Shares May 1, 2017 Pioneer Select Mid Cap Growth Fund April 1, 2017 Pioneer Short Term Income Fund December 31, 2016 Pioneer Solutions - Balanced Fund December 1, 2016 Pioneer Solutions - Conservative Fund December 1, 2016 Pioneer Solutions - Growth Fund December 1, 2016 Pioneer Strategic Income Fund April 1, 2017 Pioneer U.S. Corporate High Yield Fund January 1, 2017 Pioneer U.S. Government Money Market Fund May 1, 2017 On July 3, 2017, Amundi acquired Pioneer Investments, a group of asset management companies located throughout the world. As a result of the transaction, Pioneer Investment Management, Inc. became an indirect wholly owned subsidiary of Amundi and Amundi's wholly owned subsidiary, Amundi USA, Inc. Prior to July 3, 2017, Pioneer Investments was owned by Pioneer Global Asset Management S.p.A., a wholly owned subsidiary of UniCredit S.p.A. In connection with the transaction, the names of each fund's investment adviser and principal underwriter have changed. All references in each fund's prospectus to Pioneer Investment Management, Inc. are changed to Amundi Pioneer Asset Management, Inc. ("Amundi Pioneer") and all references in each fund's prospectus to Pioneer Funds Distributor, Inc. are changed to Amundi Pioneer Distributor, Inc. The following replaces information under "Investment adviser" in the section of each fund's prospectus entitled "Management": 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 March 31, 2017, Amundi had more than $1.2 trillion in assets under management worldwide. As of March 31, 2017, Amundi Pioneer (and its U.S. affiliates) had over $71 billion in assets under management. 30360-00-0717 (C) 2017 Amundi Pioneer Distributor, Inc. Underwriter of Pioneer mutual funds Member SIPC April 10, 2017 PIONEER FUNDS SUPPLEMENT TO THE PROSPECTUS, AS IN EFFECT AND AS MAY BE AMENDED FROM TIME TO TIME, FOR: FUND DATE OF PROSPECTUS Pioneer AMT-Free Municipal Fund May 1, 2016 Pioneer Core Equity Fund May 1, 2016 Pioneer Fund May 1, 2016 Pioneer Real Estate Shares May 1, 2016 Pioneer Multi-Asset Ultrashort Income Fund August 1, 2016 Pioneer Dynamic Credit Fund August 1, 2016 Pioneer Classic Balanced Fund December 1, 2016 Pioneer Solutions - Balanced Fund December 1, 2016 Pioneer Solutions - Conservative Fund December 1, 2016 Pioneer Solutions - Growth Fund December 1, 2016 Pioneer Disciplined Growth Fund December 31, 2016 Pioneer Disciplined Value Fund December 31, 2016 Pioneer High Income Municipal Fund December 31, 2016 Pioneer Short Term Income Fund December 31, 2016 Pioneer U.S. Corporate High Yield Fund January 1, 2017
The following supplements any information to the contrary in the Fund's Summary Prospectus, Prospectus and Statement of Additional Information. INTERMEDIARY DEFINED SALES CHARGE WAIVER POLICIES 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 load waivers or contingent deferred (back-end) sales load (CDSC) waivers. 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. The following provides additional information about transactions through one intermediary. MERRILL LYNCH Effective April 10, 2017, 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 CDSC waivers) and discounts, which may differ from those disclosed elsewhere in this prospectus or the fund's statement of additional information. FRONT-END SALES CHARGE WAIVERS FOR 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 plan is a group plan (more than one participant), the shares are not held in a commission-based brokerage account and shares are held in the name of the plan through an omnibus account o Shares purchased by or through a 529 Plan o Shares purchased through a Merrill Lynch affiliated investment advisory program 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 in the month of or following the 10-year anniversary of the purchase date o Employees and registered representatives of Merrill Lynch or its affiliates and their family members o Trustees of the fund, and employees of the fund's investment adviser or any of its affiliates, as described in this prospectus o Shares purchased from the proceeds of redemptions within the Pioneer 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) 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 due to the shareholder reaching age 70 1/2 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 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) FRONT-END SALES CHARGE DISCOUNTS FOR CLASS A SHARES 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, will be automatically calculated based on the aggregated holding of Pioneer fund family assets held by accounts within the purchaser's household at Merrill Lynch. Eligible Pioneer 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 the Pioneer fund family, through Merrill Lynch, over a 13-month period of time (if applicable) 30175-00-0417 (Copyright)2017 Pioneer Funds Distributor, Inc. Underwriter of Pioneer mutual funds Member SIPC PIONEER SOLUTIONS - CONSERVATIVE FUND PIONEER SOLUTIONS - BALANCED FUND PIONEER SOLUTIONS - GROWTH FUND
Pioneer Solutions - Pioneer Solutions - Pioneer Solutions - Conservative Balanced Growth Class Fund Fund Fund ------- --------------------- --------------------- -------------------- A PIAVX PIALX GRAAX C PICVX PIDCX GRACX R PSMRX BALRX SOGRX Y IBBCX IMOYX IBGYX
Prospectus, December 1, 2016 CONTENTS -------------------------------------------------------------------------------- Conservative Fund............................... 1 Balanced Fund................................... 16 Growth Fund..................................... 31 More on each fund's investment objectives and strategies....................... 46 More on the risks of investing in a fund........ 57 Management...................................... 82 Pricing of shares............................... 84 Choosing a class of shares...................... 86 Distribution and service arrangements . 88 Sales charges................................... 91 Buying, exchanging and selling shares........... 98 Account options................................. 109 Shareholder services and policies............... 113 Dividends, capital gains and taxes.............. 120 Financial highlights............................ 123
The Securities and Exchange Commission, the Commodity Futures Trading Commission, and any state securities agency have not approved or disapproved the fund's shares or determined whether this prospectus is accurate [GRAPHIC APPEARS HERE] or complete. Any representation to the contrary is a crime. An investment in a fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. ------------------------------------------------------------------------------- Contact your investment professional to discuss how the fund may fit into your portfolio. ------------------------------------------------------------------------------- Fund Summary for Pioneer Solutions - Conservative Fund INVESTMENT OBJECTIVES Long-term capital growth and current income. FEES AND EXPENSES OF THE FUND This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you or your family invest, or agree to invest in the future, at least $50,000 in Class A shares of the Pioneer funds. More information about these and other discounts is available from your investment professional and in the "Sales charges" section of the prospectus beginning on page 91 and the "Sales charges" section of the statement of additional information beginning on page 68.
SHAREOWNER FEES (fees paid directly from your investment) CLASS A CLASS C CLASS R CLASS Y ---------------------------------------------------------- --------- --------- --------- -------- Maximum sales charge (load) when you buy shares (as a percentage of offering price) 5.75% None None None ---------------------------------------------------------- ------ --------- --------- -------- Maximum deferred sales charge (load) (as a percentage of offering price or the amount you receive when you sell shares, whichever is less) None/1/ 1% None None ---------------------------------------------------------- ------ --------- --------- --------
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) CLASS A CLASS C CLASS R CLASS Y -------------------------------------------------------- --------- --------- --------- -------- Management Fees 0.13% 0.13% 0.13% 0.13% -------------------------------------------------------- ----- ----- ----- ----- Distribution and Service (12b-1) Fees 0.25% 1.00% 0.50% 0.00% -------------------------------------------------------- ----- ----- ----- ----- Other Expenses 0.48% 0.46% 0.87% 0.69% -------------------------------------------------------- ----- ----- ----- ----- Acquired Fund Fees and Expenses/2/ 0.61% 0.61% 0.61% 0.61% -------------------------------------------------------- ----- ----- ----- ----- Total Annual Fund Operating Expenses Plus Acquired Fund Fees and Expenses/2/ 1.47% 2.20% 2.11% 1.43% -------------------------------------------------------- ----- ----- ----- ----- Less: Fee Waiver and Expense Reimbursement/3/ -0.16% -0.14% -0.60% -0.17% -------------------------------------------------------- ----- ----- ----- ----- Net Expenses Plus Acquired Fund Fees and Expenses/3/ 1.31% 2.06% 1.51% 1.26% -------------------------------------------------------- ----- ----- ----- -----
1 Class A purchases of $500,000 or more that are not subject to an initial sales charge may be subject to a contingent deferred sales charge of 1%. 2 Total annual fund operating expenses in the table, before and after fee waiver and expense reimbursement, may be higher than the corresponding ratio of expenses to average net assets shown in the "Financial Highlights" section, which does not include acquired fund fees and expenses. 1 Fund Summary for Pioneer Solutions - Conservative Fund 3 The fund's investment adviser has contractually agreed to limit ordinary operating expenses (ordinary operating expenses mean all fund expenses other than taxes, brokerage commissions, acquired fund fees and expenses and extraordinary expenses, such as litigation) to the extent required to reduce fund expenses to 0.70%, 1.45%, 0.90% and 0.65% of the average daily net assets attributable to Class A, Class C, Class R and Class Y shares, respectively. These expense limitations are in effect through December 1, 2018. There can be no assurance that the adviser will extend the expense limitations beyond such time. While in effect, the arrangement may be terminated for a class only by agreement of the fund's investment adviser and the Board of Trustees. The expense limitation does not limit the expenses of the underlying funds indirectly incurred by a shareholder. EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods shown and then, except as indicated, redeem all of your shares at the end of those periods. It also assumes that (a) your investment has a 5% return each year and (b) the fund's total annual operating expenses remain the same except for year one (which considers the effect of the expense limitation). Although your actual costs may be higher or lower, based on these assumptions your costs would be:
IF YOU REDEEM YOUR SHARES IF YOU DO NOT REDEEM YOUR SHARES -------------------------------------- -------------------------------------- NUMBER OF YEARS YOU OWN YOUR SHARES ------------------------------------------------------------------------------ 1 3 5 10 1 3 5 10 ------- ------- --------- --------- ------- ------- --------- --------- Class A $701 $998 $1,317 $2,218 $701 $998 $1,317 $2,218 --------- ---- ---- ------ ------ ---- ---- ------ ------ Class C 309 675 1,167 2,523 209 675 1,167 2,523 --------- ---- ---- ------ ------ ---- ---- ------ ------ Class R 154 603 1,079 2,394 154 603 1,079 2,394 --------- ---- ---- ------ ------ ---- ---- ------ ------ Class Y 128 436 765 1,698 128 436 765 1,698 --------- ---- ---- ------ ------ ---- ---- ------ ------
PORTFOLIO TURNOVER The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During the most recent fiscal year, the fund's portfolio turnover rate was 23% of the average value of its portfolio. 2 PRINCIPAL INVESTMENT STRATEGIES The fund is a "fund of funds." The fund seeks to achieve its investment objectives by primarily investing in other funds ("underlying funds"). The fund may also invest directly in securities and use derivatives. The fund allocates its assets among underlying funds with exposure to the broad asset classes of equity, fixed income and short-term (money market) investments. The fund also may invest in underlying funds with exposure to non-traditional - so-called "alternative" - asset classes such as real estate investment trusts (REITs) or commodities, or that use alternative strategies, such as market neutral strategies (strategies that seek to achieve positive returns while attempting to limit general market exposure) or relative value strategies (strategies that seek to identify securities that are undervalued relative to each other or historical norms). The fund does not have target ranges for the allocation of assets among asset classes or individual underlying funds. Accordingly, the fund's exposure to different asset classes and allocations among underlying funds will change from time to time in response to broad economic and market factors, as well as strategic and tactical considerations. There is no maximum or minimum exposure that the fund must have to any asset class. The equity securities to which the fund may have exposure may be of any market capitalization. The fixed income securities to which the fund may have exposure may be of any maturity and of any credit quality, including high yield or "junk" bonds. The adviser selects investments it believes will perform well over time while maintaining a level of volatility (the variability of returns from one period to the next) corresponding to its risk/return profile, targeting an annualized volatility level for the fund of approximately 3% - 7.5%. Due to market conditions and other factors, the actual or realized volatility of the fund for any particular period of time may be materially higher or lower than the target level. Volatility may result from rapid and dramatic price swings. Higher volatility generally indicates higher risk. The fund invests mainly in funds managed by Pioneer or one of its affiliates. The fund may also invest in securities of unaffiliated mutual funds or exchange-traded funds (ETFs) when the desired economic exposure to a particular asset category or investment strategy is not available through a Pioneer fund. 3 Fund Summary for Pioneer Solutions - Conservative Fund The investment adviser allocates the fund's investments in the underlying funds based on an evaluation of three components: strategic asset allocation (generally, the weighting of allocations among broad asset classes to capture market returns), tactical asset allocation (generally, the weighting of allocations to various sub-categories within broad asset classes to add value relative to the general strategic allocations) and fund selection. The adviser's analysis in selecting underlying funds includes an assessment of a fund's historical relative and absolute performance, volatility and other risk characteristics, and correlation with other funds and benchmarks. The adviser also analyzes the fund's investment strategies, investment process and portfolio management team. As part of its overall strategy, the fund may use derivatives, including futures, options, forward foreign currency exchange contracts and swaps. The fund may use derivatives in an effort to limit the effects of volatility or severe market events on the fund, to seek incremental return, and for a variety of other hedging and non-hedging purposes. The fund also may use derivatives strategies designed to isolate sources of return associated with specific investment opportunities that are not correlated to the general market environment. Investment opportunities may relate, for example, to the relative value or credit quality of individual instruments, issuers, industries or sectors, capital or investment structures relating to issuers or sectors, the structure (yield curve) or direction of prevailing interest rates, the movement of global currency exchange rates, and the expected price convergence of different instruments. These strategies often entail two or more simultaneous derivatives positions (one long and one short) structured in an effort to reduce some risks while isolating a potential source of return. The fund may invest in derivative instruments to the full extent permitted by applicable legal and regulatory requirements. In addition, certain underlying funds may use derivatives. Investments typically are sold - and derivatives-based strategies unwound - when the adviser's overall assessment of market and economic conditions changes or the assessments of the attributes of specific investments change. PRINCIPAL RISKS OF INVESTING IN THE FUND 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 objectives. The fund's investment performance is directly related to the performance of the underlying funds. The fund is exposed to the following risks through its investments in underlying funds, derivatives and other investments. 4 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. In the past several years, financial markets, such as those in the United States, Europe, Asia and elsewhere, have experienced increased volatility, depressed valuations, decreased liquidity and heightened uncertainty. 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; measures to address U.S. federal and state budget deficits; downgrading of U.S. long-term sovereign debt; declines in oil and commodity prices; dramatic changes in currency exchange rates; and public sentiment. The U.S. government and the Federal Reserve, as well as certain foreign governments and their central banks, have taken steps to support financial markets, including by keeping interest rates at historically low levels. This and other government intervention may not work as intended, particularly if the efforts are perceived by investors as being unlikely to achieve the desired results. The Federal Reserve has reduced its market support activities and recently has begun raising interest rates. Certain foreign governments and central banks are implementing or discussing so-called negative interest rates (e.g., charging depositors who keep their cash at a bank) to spur economic growth. Further 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 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 becoming 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 located in or with significant exposure to the countries directly affected, the value and liquidity of the fund's investments may be negatively affected. The fund may experience a substantial or complete loss on any individual security or derivative position. 5 Fund Summary for Pioneer Solutions - Conservative Fund RISK 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. Each underlying fund pursues its own investment objectives and strategies and may not achieve its objectives. When investing in another fund, the fund will bear a pro rata portion of the underlying fund's expenses, in addition to its own expenses. Underlying funds may themselves invest in other investment companies. The adviser may be subject to potential conflicts of interest in selecting underlying funds because the management fees paid to it by some affiliated underlying funds are higher than the fees paid by other affiliated and unaffiliated underlying funds. 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. Mutual funds and ETFs that invest in commodities may be subject to regulatory trading limits that could affect the value of their securities. PORTFOLIO SELECTION RISK. The adviser's evaluation of asset classes and market sectors in developing an allocation model, and its selection and weighting of underlying funds, securities or other investments within the allocation model, may prove to be incorrect. To the extent that the fund invests a significant percentage of its assets in any one underlying fund, the fund will be subject to a greater degree to the risks particular to that underlying fund, and may experience greater volatility as a result. 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. EQUITY SECURITIES RISK. Equity securities are subject to the risk that stock prices may rise and fall in periodic cycles and may perform poorly relative to other investments. This risk may be greater in the short term. Equity securities represent an ownership interest in an issuer, rank junior in a company's capital structure to debt securities and consequently may entail greater risk of loss than fixed income securities. 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. Interest rates may go up, causing the value of the fund's investments to decline (this risk generally will be greater for 6 securities with longer maturities or durations). For example, if interest rates increase by 1%, the value of a fund's portfolio with a portfolio duration of ten years would be expected to decrease by 10%, all other things being equal ..Interest rates in the U.S. recently have been historically low so the fund faces a heightened risk that interest rates may rise. A general rise in interest rates may cause investors to move out of fixed income securities on a large scale, which 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. 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 different financial reporting practices and regulatory standards, less liquid trading markets, extreme price volatility, currency risks, changes in economic, political, regulatory and social conditions, terrorism, sustained economic downturns, financial instability, tax burdens, and investment and repatriation restrictions. Lack of information and less market regulation also may affect the value of these securities. Withholding and other non-U.S. taxes may decrease the fund's return. Non-U.S. issuers may be located in parts of the world that have historically been prone to natural disasters. 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. A number of countries in the European Union (EU) have experienced, and may continue to experience, severe economic and financial difficulties. In addition, voters in the United Kingdom have approved withdrawal from the European Union. Other countries may seek to withdraw from the European Union and/or abandon the euro, the common currency of the European Union. RISKS OF INVESTMENTS IN REAL ESTATE RELATED SECURITIES. Investments in real estate securities are affected by economic conditions, interest rates, governmental actions and other factors. In addition, investing in REITs involves unique risks. They are significantly affected by the market for real estate and are dependent upon management skills and cash flow. REITs 7 Fund Summary for Pioneer Solutions - Conservative Fund may have lower trading volumes and may be subject to more abrupt or erratic price movements than the overall securities markets. Mortgage REITs are particularly subject to interest rate and credit risks. 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. Many real estate companies, including REITs, utilize leverage. COMMODITY INVESTMENTS RISK. Certain underlying funds may invest directly or indirectly in commodities. Exposure to the commodities markets may subject the portfolio to greater volatility than investments in other securities. The value of commodity-linked notes and other commodity-linked derivatives may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments. The prices of energy, industrial metals, precious metals, agriculture and livestock sector commodities may fluctuate widely and rapidly due to factors such as changes in value, supply and demand and governmental regulatory policies. Commodity-related investments may be more volatile and less liquid than the underlying commodities, instruments or measures, which may make it difficult for such investments to be sold at a price acceptable to the adviser or to accurately value them. Commodity-related investments are subject to the credit risks associated with the issuer, and their values may decline substantially if the issuer's creditworthiness deteriorates. As a result, returns of commodity-linked investments may deviate significantly from the return of the underlying commodity, instruments or measures. DERIVATIVES RISK. Using swaps, futures and other derivatives can increase fund losses and reduce opportunities for gains when market prices, interest rates or the derivative instruments themselves behave in a way not anticipated by the fund. Using derivatives may increase the volatility of the fund's net asset value and may not provide the result intended. Derivatives may have a leveraging effect on the fund. Some derivatives have the potential for unlimited loss, regardless of the size of the fund's initial investment. Changes in a derivative's value may not correlate well with the referenced asset or metric. The fund also may have to sell assets at inopportune times to satisfy its obligations. Derivatives may be difficult to sell, unwind or value, and the counterparty may default on its obligations to the fund. Use of derivatives may have different tax consequences for the fund than an investment in the underlying security, and such differences may affect the amount, timing and character of income distributed to shareholders. The U.S. government 8 and foreign governments are in the process of adopting and implementing regulations governing derivatives markets, including mandatory clearing of certain derivatives, margin and reporting requirements. The ultimate impact of the regulations remains unclear. Additional regulation of derivatives may make them more costly, may limit their availability, may disrupt markets or may otherwise adversely affect their value or performance. In addition, the SEC has proposed a new rule that would change the regulation of the use of derivatives by registered investment companies, such as the fund. If the proposed rule takes effect, it could limit the ability of the fund to invest in derivatives. CREDIT DEFAULT SWAP RISK. Credit default swap contracts, a type of derivative instrument, involve special risks and may result in losses to the fund. Credit default swaps may in some cases be illiquid, and they increase credit risk since the fund has exposure to the issuer of the referenced obligation and either the counterparty to the credit default swap or, if it is a cleared transaction, the brokerage firm through which the trade was cleared and the clearing organization that is the counterparty to that trade. 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. SHORT POSITION RISK. Taking short positions involves leverage of the fund's assets and presents various risks. If the price of the instrument or market on which the fund has taken a short position increases, then the fund will incur a loss. Because of leverage, taking short positions involves the risk that losses may be exaggerated, potentially more than the actual cost of the investment. Unlike purchasing a financial instrument like a stock, where potential losses are limited to the purchase price and there is no upside limit on potential gain, short sales involve no cap on maximum losses. Also, there is the risk that a counterparty may fail to perform the terms of the arrangement, causing a loss to the fund. 9 Fund Summary for Pioneer Solutions - Conservative Fund LIQUIDITY RISK. Some securities and derivatives held by the fund may be impossible or difficult to purchase or sell or unwind particularly during times of market turmoil. An instrument's liquidity may be affected by reduced trading volume, a relative lack of market makers or legal restrictions, and illiquid securities and derivatives also may be difficult to value. Liquidity risk may be magnified in a rising interest rate environment. If the fund is forced to sell an illiquid asset or unwind a derivative position to meet redemption requests or other cash needs, the fund may be forced to sell at a loss. The fund may not receive its proceeds from the sale of certain securities for an extended period (for example, several weeks or even longer). In extreme cases, this may constrain the fund's ability to meet its obligations (including obligations to redeeming shareholders). VALUATION RISK. The sales price the fund could receive for any particular portfolio investment may differ from the fund's last valuation of the investment, particularly for illiquid securities and securities that trade in thin or volatile markets or that are valued using a fair value methodology. 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. 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. REDEMPTION RISK. 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. 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 taxable shareholders to incur a higher level of taxable income or capital gains. 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. To 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 objectives. 10 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 the expenses of underlying funds increase or 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. THE FUND'S PAST PERFORMANCE The bar chart and table indicate the risks and volatility of an investment in the fund by showing how the fund has performed in the past. The bar chart shows changes in the performance of the fund's Class A shares from calendar year to calendar year. The table shows the average annual total returns for each class of the fund over time and compares these returns to the returns of the MSCI World Index and the Bloomberg Barclays U.S. Aggregate Bond Index, each a broad-based measure of market performance that has characteristics relevant to the fund's investment strategies, and a blended benchmark (80% Bloomberg Barclays U.S. Aggregate Bond Index/ 20% MSCI World Index). You can obtain updated performance information by visiting https://us.pioneerinvestments.com/performance or by calling 1-800-225-6292. The fund's past performance (before and after taxes) does not necessarily indicate how it will perform in the future. The bar chart does not reflect any sales charge you may pay when you buy fund shares. If this amount was reflected, returns would be less than those shown. Ibbotson Associates, Inc. served as the fund's sub-adviser until November 14, 2014. Effective November 17, 2014, Pioneer became directly responsible for portfolio management decisions for the fund. The performance shown for all periods reflects the investment strategy in effect for the fund during such periods. 11 Fund Summary for Pioneer Solutions - Conservative Fund ANNUAL RETURN CLASS A SHARES (%) (Year ended December 31) [GRAPHIC APPEARS HERE]
'06 '07 '08 '09 '10 '11 '12 '13 '14 '15 7.24 5.50 -21.11 24.58 9.69 0.06 8.93 8.41 3.50 -1.12
For the period covered by the bar chart: THE HIGHEST CALENDAR QUARTERLY RETURN WAS 12.36% (04/01/2009 TO 06/30/2009). THE LOWEST CALENDAR QUARTERLY RETURN WAS -12.54% (10/1/2008 TO 12/31/2008). At September 30, 2016, the year-to-date return was 4.09%. No performance information is presented for Class R shares in the table because Class R shares do not have annual returns for at least one calendar year. The returns for Class R shares would differ from those of Class A, Class C and Class Y shares because they have different expenses. 12 AVERAGE ANNUAL TOTAL RETURN (%) (for periods ended December 31, 2015)
SINCE INCEPTION 1 YEAR 5 YEARS INCEPTION DATE -------- --------- ----------- ---------- Class A 5/12/05 ----------------------------------------------------- ----- ---- ---- ------- Return before taxes -6.75 2.64 3.57 ----------------------------------------------------- ------ ---- ---- ------- Return after taxes on distributions -9.89 1.14 2.34 ----------------------------------------------------- ------ ---- ---- ------- Return after taxes on distributions and sale of shares -1.93 1.64 2.44 ----------------------------------------------------- ------ ---- ---- ------- Class C -1.72 3.11 3.30 5/12/05 ----------------------------------------------------- ------ ---- ---- ------- Class Y -1.06 3.35 3.08 10/5/05 ----------------------------------------------------- ------ ---- ---- ------- Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes) 0.55 3.25 4.38 5/12/05 ----------------------------------------------------- ------ ---- ---- ------- MSCI World Index (reflects no deduction for fees, expenses or taxes) -0.87 7.59 5.88 5/12/05 ----------------------------------------------------- ------ ---- ---- ------- Blended Benchmark (80% Bloomberg Barclays U.S. Aggregate Bond Index / 20% MSCI World Index) (reflects no deduction for fees, expenses or taxes) 0.27 4.12 4.68 5/12/05 ----------------------------------------------------- ------ ---- ---- -------
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 A, Class C, Class R and Class Y shares shares will vary. 13 Fund Summary for Pioneer Solutions - Conservative Fund MANAGEMENT INVESTMENT ADVISER Pioneer Investment Management, Inc. PORTFOLIO MANAGEMENT John O'Toole, Head of Multi-Asset Fund Solutions at Pioneer (portfolio manager of the fund since November 2014); Paul Weber, Head of Fund Research and Manager Selection within the Multi-Asset Fund Solutions team at Pioneer (portfolio manager of the fund since November 2014); and Salvatore Buono, Head of Strategy Alignment and Structured Products within the Multi-Asset Fund Solutions team at Pioneer (portfolio manager of the fund since November 2014)
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 55014, Boston, MA 02205-5014, 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. The initial investment for 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 Y shares. There is no minimum additional investment amount for 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 14 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. 15 Fund Summary for Pioneer Solutions - Balanced Fund INVESTMENT OBJECTIVES Long-term capital growth and current income. FEES AND EXPENSES OF THE FUND This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you or your family invest, or agree to invest in the future, at least $50,000 in Class A shares of the Pioneer funds. More information about these and other discounts is available from your investment professional and in the "Sales charges" section of the prospectus beginning on page 91 and the "Sales charges" section of the statement of additional information beginning on page 68.
SHAREOWNER FEES (fees paid directly from your investment) CLASS A CLASS C CLASS R CLASS Y ---------------------------------------------------------- --------- --------- --------- -------- Maximum sales charge (load) when you buy shares (as a percentage of offering price) 5.75% None None None ---------------------------------------------------------- ------ --------- --------- -------- Maximum deferred sales charge (load) (as a percentage of offering price or the amount you receive when you sell shares, whichever is less) None/1/ 1% None None ---------------------------------------------------------- ------ --------- --------- --------
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) CLASS A CLASS C CLASS R CLASS Y -------------------------------------------------------- --------- --------- --------- -------- Management Fees 0.13% 0.13% 0.13% 0.13% -------------------------------------------------------- ---- ---- ----- ---- Distribution and Service (12b-1) Fees 0.25% 1.00% 0.50% 0.00% -------------------------------------------------------- ---- ---- ----- ---- Other Expenses 0.29% 0.24% 0.95% 0.27% -------------------------------------------------------- ---- ---- ----- ---- Acquired Fund Fees and Expenses/2/ 0.72% 0.72% 0.72% 0.72% -------------------------------------------------------- ---- ---- ----- ---- Total Annual Fund Operating Expenses Plus Acquired Fund Fees and Expenses/2/ 1.39% 2.09% 2.30% 1.12% -------------------------------------------------------- ---- ---- ----- ---- Less: Fee Waiver and Expense Reimbursement/3/ 0.00% 0.00% -0.68% 0.00% -------------------------------------------------------- ---- ---- ----- ---- Net Expenses Plus Acquired Fund Fees and Expenses/3/ 1.39% 2.09% 1.62% 1.12% -------------------------------------------------------- ---- ---- ----- ----
1 Class A purchases of $500,000 or more that are not subject to an initial sales charge may be subject to a contingent deferred sales charge of 1%. 2 Total annual fund operating expenses in the table, before and after fee waiver and expense reimbursement, may be higher than the corresponding ratio of expenses to average net assets shown in the "Financial Highlights" section, which does not include acquired fund fees and expenses. 16 3 The fund's investment adviser has contractually agreed to limit ordinary operating expenses (ordinary operating expenses mean all fund expenses other than taxes, brokerage commissions, acquired fund fees and expenses and extraordinary expenses, such as litigation) to the extent required to reduce fund expenses to 0.90% of the average daily net assets attributable to Class R shares. This expense limitation is in effect through December 1, 2018. There can be no assurance that the adviser will extend the expense limitations beyond such time. While in effect, the arrangement may be terminated for a class only by agreement of the fund's investment adviser and the Board of Trustees. The expense limitation does not limit the expenses of the underlying funds indirectly incurred by a shareholder. EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods shown and then, except as indicated, redeem all of your shares at the end of those periods. It also assumes that (a) your investment has a 5% return each year and (b) the fund's total annual operating expenses remain the same except for year one (which considers the effect of the expense limitation). Although your actual costs may be higher or lower, based on these assumptions your costs would be:
IF YOU REDEEM YOUR SHARES IF YOU DO NOT REDEEM YOUR SHARES -------------------------------------- -------------------------------------- NUMBER OF YEARS YOU OWN YOUR SHARES ------------------------------------------------------------------------------ 1 3 5 10 1 3 5 10 ------- ------- --------- --------- ------- ------- --------- --------- Class A $708 $990 $1,292 $2,148 $708 $990 $1,292 $2,148 --------- ---- ---- ------ ------ ---- ---- ------ ------ Class C 312 655 1,124 2,421 212 655 1,124 2,421 --------- ---- ---- ------ ------ ---- ---- ------ ------ Class R 165 653 1,168 2,583 165 653 1,168 2,583 --------- ---- ---- ------ ------ ---- ---- ------ ------ Class Y 114 356 617 1,363 114 356 617 1,363 --------- ---- ---- ------ ------ ---- ---- ------ ------
PORTFOLIO TURNOVER The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During the most recent fiscal year, the fund's portfolio turnover rate was 16% of the average value of its portfolio. 17 Fund Summary for Pioneer Solutions - Balanced Fund PRINCIPAL INVESTMENT STRATEGIES The fund is a "fund of funds." The fund seeks to achieve its investment objectives by primarily investing in other funds ("underlying funds"). The fund may also invest directly in securities and use derivatives. The fund allocates its assets among underlying funds with exposure to the broad asset classes of equity, fixed income and short-term (money market) investments. The fund also may invest in underlying funds with exposure to non-traditional - so-called "alternative" - asset classes such as real estate investment trusts (REITs) or commodities, or that use alternative strategies, such as market neutral strategies (strategies that seek to achieve positive returns while attempting to limit general market exposure) or relative value strategies (strategies that seek to identify securities that are undervalued relative to each other or historical norms). The fund does not have target ranges for the allocation of assets among asset classes or individual underlying funds. Accordingly, the fund's exposure to different asset classes and allocations among underlying funds will change from time to time in response to broad economic and market factors, as well as strategic and tactical considerations. There is no maximum or minimum exposure that the fund must have to any asset class. The equity securities to which the fund may have exposure may be of any market capitalization. The fixed income securities to which the fund may have exposure may be of any maturity and of any credit quality, including high yield or "junk" bonds. The adviser selects investments it believes will perform well over time while maintaining a level of volatility (the variability of returns from one period to the next) corresponding to its risk/return profile, targeting an annualized volatility level for the fund of approximately 6% - 12.5%. Due to market conditions and other factors, the actual or realized volatility of the fund for any particular period of time may be materially higher or lower than the target level. Volatility may result from rapid and dramatic price swings. Higher volatility generally indicates higher risk. The fund invests mainly in funds managed by Pioneer or one of its affiliates. The fund may also invest in securities of unaffiliated mutual funds or exchange-traded funds (ETFs) when the desired economic exposure to a particular asset category or investment strategy is not available through a Pioneer fund. 18 The investment adviser allocates the fund's investments in the underlying funds based on an evaluation of three components: strategic asset allocation (generally, the weighting of allocations among broad asset classes to capture market returns), tactical asset allocation (generally, the weighting of allocations to various sub-categories within broad asset classes to add value relative to the general strategic allocations) and fund selection. The adviser's analysis in selecting underlying funds includes an assessment of a fund's historical relative and absolute performance, volatility and other risk characteristics, and correlation with other funds and benchmarks. The adviser also analyzes the fund's investment strategies, investment process and portfolio management team. As part of its overall strategy, the fund may use derivatives, including futures, options, forward foreign currency exchange contracts and swaps. The fund may use derivatives in an effort to limit the effects of volatility or severe market events on the fund, to seek incremental return, and for a variety of other hedging and non-hedging purposes. The fund also may use derivatives strategies designed to isolate sources of return associated with specific investment opportunities that are not correlated to the general market environment. Investment opportunities may relate, for example, to the relative value or credit quality of individual instruments, issuers, industries or sectors, capital or investment structures relating to issuers or sectors, the structure (yield curve) or direction of prevailing interest rates, the movement of global currency exchange rates, and the expected price convergence of different instruments. These strategies often entail two or more simultaneous derivatives positions (one long and one short) structured in an effort to reduce some risks while isolating a potential source of return. The fund may invest in derivative instruments to the full extent permitted by applicable legal and regulatory requirements. In addition, certain underlying funds may use derivatives. Investments typically are sold - and derivatives-based strategies unwound - when the adviser's overall assessment of market and economic conditions changes or the assessments of the attributes of specific investments change. 19 Fund Summary for Pioneer Solutions - Balanced Fund PRINCIPAL RISKS OF INVESTING IN THE FUND 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 objectives. The fund's investment performance is directly related to the performance of the underlying funds. The fund is exposed to the following risks through its investments in underlying funds, derivatives and other investments. 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. In the past several years, financial markets, such as those in the United States, Europe, Asia and elsewhere, have experienced increased volatility, depressed valuations, decreased liquidity and heightened uncertainty. 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; measures to address U.S. federal and state budget deficits; downgrading of U.S. long-term sovereign debt; declines in oil and commodity prices; dramatic changes in currency exchange rates; and public sentiment. The U.S. government and the Federal Reserve, as well as certain foreign governments and their central banks, have taken steps to support financial markets, including by keeping interest rates at historically low levels. This and other government intervention may not work as intended, particularly if the efforts are perceived by investors as being unlikely to achieve the desired results. The Federal Reserve has reduced its market support activities and recently has begun raising interest rates. Certain foreign governments and central banks are implementing or discussing so-called negative interest rates (e.g., charging depositors who keep their cash at a bank) to spur economic growth. Further 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 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 becoming increasingly interconnected. Economic, financial or political events, trading 20 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 located in or with significant exposure to the countries directly affected, the value and liquidity of the fund's investments may be negatively affected. The fund may experience a substantial or complete loss on any individual security or derivative position. RISK 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. Each underlying fund pursues its own investment objectives and strategies and may not achieve its objectives. When investing in another fund, the fund will bear a pro rata portion of the underlying fund's expenses, in addition to its own expenses. Underlying funds may themselves invest in other investment companies. The adviser may be subject to potential conflicts of interest in selecting underlying funds because the management fees paid to it by some affiliated underlying funds are higher than the fees paid by other affiliated and unaffiliated underlying funds. 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. Mutual funds and ETFs that invest in commodities may be subject to regulatory trading limits that could affect the value of their securities. PORTFOLIO SELECTION RISK. The adviser's evaluation of asset classes and market sectors in developing an allocation model, and its selection and weighting of underlying funds, securities or other investments within the allocation model, may prove to be incorrect. To the extent that the fund invests a significant percentage of its assets in any one underlying fund, the fund will be subject to a greater degree to the risks particular to that underlying fund, and may experience greater volatility as a result. 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. EQUITY SECURITIES RISK. Equity securities are subject to the risk that stock prices may rise and fall in periodic cycles and may perform poorly relative to other investments. This risk may be greater in the short term. Equity securities represent an ownership interest in an issuer, rank junior in a company's capital structure to debt securities and consequently may entail greater risk of loss than fixed income securities. 21 Fund Summary for Pioneer Solutions - Balanced Fund 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. Interest rates may go up, causing the value of the fund's investments to decline (this risk generally will be greater for securities with longer maturities or durations). For example, if interest rates increase by 1%, the value of a fund's portfolio with a portfolio duration of ten years would be expected to decrease by 10%, all other things being equal ..Interest rates in the U.S. recently have been historically low so the fund faces a heightened risk that interest rates may rise. A general rise in interest rates may cause investors to move out of fixed income securities on a large scale, which 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. 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 different financial reporting practices and regulatory standards, less liquid trading markets, extreme price volatility, currency risks, changes in economic, political, regulatory and social conditions, terrorism, sustained economic downturns, financial instability, tax burdens, and investment and repatriation restrictions. Lack of information and less market regulation also may affect the value of these securities. Withholding and other non-U.S. taxes may decrease the fund's return. Non-U.S. issuers may be located in parts of the world that have historically been prone to natural disasters. 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. A number of countries in the European Union (EU) have experienced, and may continue to experience, severe economic and financial difficulties. In 22 addition, voters in the United Kingdom have approved withdrawal from the European Union. Other countries may seek to withdraw from the European Union and/or abandon the euro, the common currency of the European Union. RISKS OF INVESTMENTS IN REAL ESTATE RELATED SECURITIES. Investments in real estate securities are affected by economic conditions, interest rates, governmental actions and other factors. In addition, investing in REITs involves unique risks. They are significantly affected by the market for real estate and are dependent upon management skills and cash flow. REITs may have lower trading volumes and may be subject to more abrupt or erratic price movements than the overall securities markets. Mortgage REITs are particularly subject to interest rate and credit risks. 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. Many real estate companies, including REITs, utilize leverage. COMMODITY INVESTMENTS RISK. Certain underlying funds may invest directly or indirectly in commodities. Exposure to the commodities markets may subject the portfolio to greater volatility than investments in other securities. The value of commodity-linked notes and other commodity-linked derivatives may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments. The prices of energy, industrial metals, precious metals, agriculture and livestock sector commodities may fluctuate widely and rapidly due to factors such as changes in value, supply and demand and governmental regulatory policies. Commodity-related investments may be more volatile and less liquid than the underlying commodities, instruments or measures, which may make it difficult for such investments to be sold at a price acceptable to the adviser or to accurately value them. Commodity-related investments are subject to the credit risks associated with the issuer, and their values may decline substantially if the issuer's creditworthiness deteriorates. As a result, returns of commodity-linked investments may deviate significantly from the return of the underlying commodity, instruments or measures. DERIVATIVES RISK. Using swaps, futures and other derivatives can increase fund losses and reduce opportunities for gains when market prices, interest rates or the derivative instruments themselves behave in a way not anticipated by the fund. Using derivatives may increase the volatility of the fund's net asset value and may not provide the result intended. Derivatives may have 23 Fund Summary for Pioneer Solutions - Balanced Fund a leveraging effect on the fund. Some derivatives have the potential for unlimited loss, regardless of the size of the fund's initial investment. Changes in a derivative's value may not correlate well with the referenced asset or metric. The fund also may have to sell assets at inopportune times to satisfy its obligations. Derivatives may be difficult to sell, unwind or value, and the counterparty may default on its obligations to the fund. Use of derivatives may have different tax consequences for the fund than an investment in the underlying security, and such differences may affect the amount, timing and character of income distributed to shareholders. The U.S. government and foreign governments are in the process of adopting and implementing regulations governing derivatives markets, including mandatory clearing of certain derivatives, margin and reporting requirements. The ultimate impact of the regulations remains unclear. Additional regulation of derivatives may make them more costly, may limit their availability, may disrupt markets or may otherwise adversely affect their value or performance. In addition, the SEC has proposed a new rule that would change the regulation of the use of derivatives by registered investment companies, such as the fund. If the proposed rule takes effect, it could limit the ability of the fund to invest in derivatives. CREDIT DEFAULT SWAP RISK. Credit default swap contracts, a type of derivative instrument, involve special risks and may result in losses to the fund. Credit default swaps may in some cases be illiquid, and they increase credit risk since the fund has exposure to the issuer of the referenced obligation and either the counterparty to the credit default swap or, if it is a cleared transaction, the brokerage firm through which the trade was cleared and the clearing organization that is the counterparty to that trade. 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. SHORT POSITION RISK. Taking short positions involves leverage of the fund's assets and presents various risks. If the price of the instrument or market on which the fund has taken a short position increases, then the fund will 24 incur a loss. Because of leverage, taking short positions involves the risk that losses may be exaggerated, potentially more than the actual cost of the investment. Unlike purchasing a financial instrument like a stock, where potential losses are limited to the purchase price and there is no upside limit on potential gain, short sales involve no cap on maximum losses. Also, there is the risk that a counterparty may fail to perform the terms of the arrangement, causing a loss to the fund. LIQUIDITY RISK. Some securities and derivatives held by the fund may be impossible or difficult to purchase or sell or unwind particularly during times of market turmoil. An instrument's liquidity may be affected by reduced trading volume, a relative lack of market makers or legal restrictions, and illiquid securities and derivatives also may be difficult to value. Liquidity risk may be magnified in a rising interest rate environment. If the fund is forced to sell an illiquid asset or unwind a derivative position to meet redemption requests or other cash needs, the fund may be forced to sell at a loss. The fund may not receive its proceeds from the sale of certain securities for an extended period (for example, several weeks or even longer). In extreme cases, this may constrain the fund's ability to meet its obligations (including obligations to redeeming shareholders). VALUATION RISK. The sales price the fund could receive for any particular portfolio investment may differ from the fund's last valuation of the investment, particularly for illiquid securities and securities that trade in thin or volatile markets or that are valued using a fair value methodology. 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. 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. REDEMPTION RISK. 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. 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 taxable shareholders to incur a higher level of taxable income or capital gains. 25 Fund Summary for Pioneer Solutions - Balanced Fund 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. To 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 objectives. 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 the expenses of underlying funds increase or 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. THE FUND'S PAST PERFORMANCE The bar chart and table indicate the risks and volatility of an investment in the fund by showing how the fund has performed in the past. The bar chart shows changes in the performance of the fund's Class A shares from calendar year to calendar year. The table shows the average annual total returns for each class of the fund over time and compares these returns to the returns of the MSCI World Index and the Bloomberg Barclays U.S. Aggregate Bond Index, each a broad-based measure of market performance that has characteristics relevant to the fund's investment strategies, and a blended benchmark (50% Bloomberg Barclays U.S. Aggregate Bond Index / 50% MSCI World Index). You can obtain updated performance information by visiting https://us.pioneerinvestments.com/performance or by calling 1-800-225-6292. The fund's past performance (before and after taxes) does not necessarily indicate how it will perform in the future. The bar chart does not reflect any sales charge you may pay when you buy fund shares. If this amount was reflected, returns would be less than those shown. Ibbotson Associates, Inc. served as the fund's sub-adviser until November 14, 2014. Effective November 17, 2014, Pioneer became directly responsible for portfolio management decisions for the fund. The performance shown for all periods reflects the investment strategy in effect for the fund during such periods. 26 ANNUAL RETURN CLASS A SHARES (%) (Year ended December 31) [GRAPHIC APPEARS HERE]
'06 '07 '08 '09 '10 '11 '12 '13 '14 '15 10.49 5.24 -30.22 28.96 11.96 -2.12 10.21 16.07 3.85 -1.60
For the period covered by the bar chart: THE HIGHEST CALENDAR QUARTERLY RETURN WAS 16.41% (04/01/2009 TO 06/30/2009). THE LOWEST CALENDAR QUARTERLY RETURN WAS -17.24% (10/01/2008 TO 12/31/2008). At September 30, 2016, the year-to-date return was 2.62%. 27 Fund Summary for Pioneer Solutions - Balanced Fund No performance information is presented for Class R shares in the table because Class R shares do not have annual returns for at least one calendar year. The returns for Class R shares would differ from those of Class A, Class C and Class Y shares because they have different expenses. AVERAGE ANNUAL TOTAL RETURN (%) (for periods ended December 31, 2015)
SINCE INCEPTION 1 YEAR 5 YEARS 10 YEARS INCEPTION DATE -------- --------- ---------- ----------- ---------- Class A 8/9/04 -------------------------------------- ----- ---- ---- ---- ------ Return before taxes -7.28 3.83 3.52 4.57 -------------------------------------- ------ ---- ---- ---- ------ Return after taxes on distributions -9.52 2.72 2.45 3.54 -------------------------------------- ------ ---- ---- ---- ------ Return after taxes on distributions and sale of shares -2.61 2.73 2.53 3.43 -------------------------------------- ------ ---- ---- ---- ------ Class C -2.29 4.34 3.38 4.00 8/9/04 -------------------------------------- ------ ---- ---- ---- ------ Class Y -1.36 5.35 4.59 4.74 9/26/05 -------------------------------------- ------ ---- ---- ---- ------- Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes) 0.55 3.25 4.51 4.36 8/9/04 -------------------------------------- ------ ---- ---- ---- ------- MSCI World Index (reflects no deduction for fees, expenses or taxes) -0.87 7.59 4.98 6.69 8/9/04 -------------------------------------- ------ ---- ---- ---- ------- Blended Benchmark (50% Bloomberg Barclays U.S. Aggregate Bond Index / 50% MSCI World Index) (reflects no deduction for fees, expenses or taxes) -0.16 5.42 4.75 5.53 8/9/04 -------------------------------------- ------ ---- ---- ---- -------
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 A, Class C, Class R and Class Y shares shares will vary. 28 MANAGEMENT INVESTMENT ADVISER Pioneer Investment Management, Inc. PORTFOLIO MANAGEMENT John O'Toole, Head of Multi-Asset Fund Solutions at Pioneer (portfolio manager of the fund since November 2014); Paul Weber, Head of Fund Research and Manager Selection within the Multi-Asset Fund Solutions team at Pioneer (portfolio manager of the fund since November 2014); and Salvatore Buono, Head of Strategy Alignment and Structured Products within the Multi-Asset Fund Solutions team at Pioneer (portfolio manager of the fund since November 2014)
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 55014, Boston, MA 02205-5014, 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. The initial investment for 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 Y shares. There is no minimum additional investment amount for 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 29 Fund Summary for Pioneer Solutions - Balanced Fund 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. 30 Fund Summary for Pioneer Solutions - Growth Fund INVESTMENT OBJECTIVES Long-term capital growth and current income. FEES AND EXPENSES OF THE FUND This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you or your family invest, or agree to invest in the future, at least $50,000 in Class A shares of the Pioneer funds. More information about these and other discounts is available from your investment professional and in the "Sales charges" section of the prospectus beginning on page 91 and the "Sales charges" section of the statement of additional information beginning on page 68.
SHAREOWNER FEES (fees paid directly from your investment) CLASS A CLASS C CLASS R CLASS Y ---------------------------------------------------------- --------- --------- --------- -------- Maximum sales charge (load) when you buy shares (as a percentage of offering price) 5.75% None None None ---------------------------------------------------------- ------ --------- --------- -------- Maximum deferred sales charge (load) (as a percentage of offering price or the amount you receive when you sell shares, whichever is less) None/1/ 1% None None ---------------------------------------------------------- ------ --------- --------- --------
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment) CLASS A CLASS C CLASS R CLASS Y -------------------------------------------------------- --------- --------- --------- -------- Management Fees 0.13% 0.13% 0.13% 0.13% -------------------------------------------------------- ---- ---- ----- ---- Distribution and Service (12b-1) Fees 0.25% 1.00% 0.50% 0.00% -------------------------------------------------------- ---- ---- ----- ---- Other Expenses 0.27% 0.22% 0.59% 0.24% -------------------------------------------------------- ---- ---- ----- ---- Acquired Fund Fees and Expenses/2/ 0.75% 0.75% 0.75% 0.75% -------------------------------------------------------- ---- ---- ----- ---- Total Annual Fund Operating Expenses Plus Acquired Fund Fees and Expenses/2/ 1.40% 2.10% 1.97% 1.12% -------------------------------------------------------- ---- ---- ----- ---- Less: Fee Waiver and Expense Reimbursement/3/ 0.00% 0.00% -0.32% 0.00% -------------------------------------------------------- ---- ---- ----- ---- Net Expenses Plus Acquired Fund Fees and Expenses/3/ 1.40% 2.10% 1.65% 1.12% -------------------------------------------------------- ---- ---- ----- ----
1 Class A purchases of $500,000 or more that are not subject to an initial sales charge may be subject to a contingent deferred sales charge of 1%. 2 Total annual fund operating expenses in the table, before and after fee waiver and expense reimbursement, may be higher than the corresponding ratio of expenses to average net assets shown in the "Financial Highlights" section, which does not include acquired fund fees and expenses. 31 Fund Summary for Pioneer Solutions - Growth Fund 3 The fund's investment adviser has contractually agreed to limit ordinary operating expenses (ordinary operating expenses mean all fund expenses other than taxes, brokerage commissions, acquired fund fees and expenses and extraordinary expenses, such as litigation) to the extent required to reduce fund expenses to 0.90% of the average daily net assets attributable to Class R shares. This expense limitation is in effect through December 1, 2018. There can be no assurance that the adviser will extend the expense limitations beyond such time. While in effect, the arrangement may be terminated for a class only by agreement of the fund's investment adviser and the Board of Trustees. The expense limitation does not limit the expenses of the underlying funds indirectly incurred by a shareholder. EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods shown and then, except as indicated, redeem all of your shares at the end of those periods. It also assumes that (a) your investment has a 5% return each year and (b) the fund's total annual operating expenses remain the same except for year one (which considers the effect of the expense limitation). Although your actual costs may be higher or lower, based on these assumptions your costs would be:
IF YOU REDEEM YOUR SHARES IF YOU DO NOT REDEEM YOUR SHARES -------------------------------------- ------------------------------------ NUMBER OF YEARS YOU OWN YOUR SHARES ---------------------------------------------------------------------------- 1 3 5 10 1 3 5 10 ------- ------- --------- --------- ------- ------- ------- --------- Class A $709 $993 $1,297 $2,158 $709 $993 1,297 $2,158 --------- ---- ---- ------ ------ ---- ---- ----- ------ Class C 313 658 1,129 2,431 213 658 1,129 2,431 --------- ---- ---- ------ ------ ---- ---- ----- ------ Class R 168 587 1,033 2,270 168 587 1,033 2,270 --------- ---- ---- ------ ------ ---- ---- ----- ------ Class Y 114 356 617 1,363 114 356 617 1,363 --------- ---- ---- ------ ------ ---- ---- ----- ------
PORTFOLIO TURNOVER The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund's performance. During the most recent fiscal year, the fund's portfolio turnover rate was 10% of the average value of its portfolio. 32 PRINCIPAL INVESTMENT STRATEGIES The fund is a "fund of funds." The fund seeks to achieve its investment objectives by primarily investing in other funds ("underlying funds"). The fund may also invest directly in securities and use derivatives. The fund allocates its assets among underlying funds with exposure to the broad asset classes of equity, fixed income and short-term (money market) investments. The fund also may invest in underlying funds with exposure to non-traditional - so-called "alternative" - asset classes such as real estate investment trusts (REITs) or commodities, or that use alternative strategies, such as market neutral strategies (strategies that seek to achieve positive returns while attempting to limit general market exposure) or relative value strategies (strategies that seek to identify securities that are undervalued relative to each other or historical norms). The fund does not have target ranges for the allocation of assets among asset classes or individual underlying funds. Accordingly, the fund's exposure to different asset classes and allocations among underlying funds will change from time to time in response to broad economic and market factors, as well as strategic and tactical considerations. There is no maximum or minimum exposure that the fund must have to any asset class. The equity securities to which the fund may have exposure may be of any market capitalization. The fixed income securities to which the fund may have exposure may be of any maturity and of any credit quality, including high yield or "junk" bonds. The adviser selects investments it believes will perform well over time while maintaining a level of volatility (the variability of returns from one period to the next) corresponding to its risk/return profile, targeting an annualized volatility level for the fund of approximately 10% - 18%. Due to market conditions and other factors, the actual or realized volatility of the fund for any particular period of time may be materially higher or lower than the target level. Volatility may result from rapid and dramatic price swings. Higher volatility generally indicates higher risk. The fund invests mainly in funds managed by Pioneer or one of its affiliates. The fund may also invest in securities of unaffiliated mutual funds or exchange-traded funds (ETFs) when the desired economic exposure to a particular asset category or investment strategy is not available through a Pioneer fund. 33 Fund Summary for Pioneer Solutions - Growth Fund The investment adviser allocates the fund's investments in the underlying funds based on an evaluation of three components: strategic asset allocation (generally, the weighting of allocations among broad asset classes to capture market returns), tactical asset allocation (generally, the weighting of allocations to various sub-categories within broad asset classes to add value relative to the general strategic allocations) and fund selection. The adviser's analysis in selecting underlying funds includes an assessment of a fund's historical relative and absolute performance, volatility and other risk characteristics, and correlation with other funds and benchmarks. The adviser also analyzes the fund's investment strategies, investment process and portfolio management team. As part of its overall strategy, the fund may use derivatives, including futures, options, forward foreign currency exchange contracts and swaps. The fund may use derivatives in an effort to limit the effects of volatility or severe market events on the fund, to seek incremental return, and for a variety of other hedging and non-hedging purposes. The fund also may use derivatives strategies designed to isolate sources of return associated with specific investment opportunities that are not correlated to the general market environment. Investment opportunities may relate, for example, to the relative value or credit quality of individual instruments, issuers, industries or sectors, capital or investment structures relating to issuers or sectors, the structure (yield curve) or direction of prevailing interest rates, the movement of global currency exchange rates, and the expected price convergence of different instruments. These strategies often entail two or more simultaneous derivatives positions (one long and one short) structured in an effort to reduce some risks while isolating a potential source of return. The fund may invest in derivative instruments to the full extent permitted by applicable legal and regulatory requirements. In addition, certain underlying funds may use derivatives. Investments typically are sold - and derivatives-based strategies unwound - when the adviser's overall assessment of market and economic conditions changes or the assessments of the attributes of specific investments change. 34 PRINCIPAL RISKS OF INVESTING IN THE FUND 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 objectives. The fund's investment performance is directly related to the performance of the underlying funds. The fund is exposed to the following risks through its investments in underlying funds, derivatives and other investments. 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. In the past several years, financial markets, such as those in the United States, Europe, Asia and elsewhere, have experienced increased volatility, depressed valuations, decreased liquidity and heightened uncertainty. 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; measures to address U.S. federal and state budget deficits; downgrading of U.S. long-term sovereign debt; declines in oil and commodity prices; dramatic changes in currency exchange rates; and public sentiment. The U.S. government and the Federal Reserve, as well as certain foreign governments and their central banks, have taken steps to support financial markets, including by keeping interest rates at historically low levels. This and other government intervention may not work as intended, particularly if the efforts are perceived by investors as being unlikely to achieve the desired results. The Federal Reserve has reduced its market support activities and recently has begun raising interest rates. Certain foreign governments and central banks are implementing or discussing so-called negative interest rates (e.g., charging depositors who keep their cash at a bank) to spur economic growth. Further 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 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 becoming increasingly interconnected. Economic, financial or political events, trading 35 Fund Summary for Pioneer Solutions - Growth Fund 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 located in or with significant exposure to the countries directly affected, the value and liquidity of the fund's investments may be negatively affected. The fund may experience a substantial or complete loss on any individual security or derivative position. RISK 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. Each underlying fund pursues its own investment objectives and strategies and may not achieve its objectives. When investing in another fund, the fund will bear a pro rata portion of the underlying fund's expenses, in addition to its own expenses. Underlying funds may themselves invest in other investment companies. The adviser may be subject to potential conflicts of interest in selecting underlying funds because the management fees paid to it by some affiliated underlying funds are higher than the fees paid by other affiliated and unaffiliated underlying funds. 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. Mutual funds and ETFs that invest in commodities may be subject to regulatory trading limits that could affect the value of their securities. PORTFOLIO SELECTION RISK. The adviser's evaluation of asset classes and market sectors in developing an allocation model, and its selection and weighting of underlying funds, securities or other investments within the allocation model, may prove to be incorrect. To the extent that the fund invests a significant percentage of its assets in any one underlying fund, the fund will be subject to a greater degree to the risks particular to that underlying fund, and may experience greater volatility as a result. 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. EQUITY SECURITIES RISK. Equity securities are subject to the risk that stock prices may rise and fall in periodic cycles and may perform poorly relative to other investments. This risk may be greater in the short term. Equity securities represent an ownership interest in an issuer, rank junior in a company's capital structure to debt securities and consequently may entail greater risk of loss than fixed income securities. 36 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. Interest rates may go up, causing the value of the fund's investments to decline (this risk generally will be greater for securities with longer maturities or durations). For example, if interest rates increase by 1%, the value of a fund's portfolio with a portfolio duration of ten years would be expected to decrease by 10%, all other things being equal ..Interest rates in the U.S. recently have been historically low so the fund faces a heightened risk that interest rates may rise. A general rise in interest rates may cause investors to move out of fixed income securities on a large scale, which 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. 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 different financial reporting practices and regulatory standards, less liquid trading markets, extreme price volatility, currency risks, changes in economic, political, regulatory and social conditions, terrorism, sustained economic downturns, financial instability, tax burdens, and investment and repatriation restrictions. Lack of information and less market regulation also may affect the value of these securities. Withholding and other non-U.S. taxes may decrease the fund's return. Non-U.S. issuers may be located in parts of the world that have historically been prone to natural disasters. 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. A number of countries in the European Union (EU) have experienced, and may continue to experience, severe economic and financial difficulties. In 37 Fund Summary for Pioneer Solutions - Growth Fund addition, voters in the United Kingdom have approved withdrawal from the European Union. Other countries may seek to withdraw from the European Union and/or abandon the euro, the common currency of the European Union. RISKS OF INVESTMENTS IN REAL ESTATE RELATED SECURITIES. Investments in real estate securities are affected by economic conditions, interest rates, governmental actions and other factors. In addition, investing in REITs involves unique risks. They are significantly affected by the market for real estate and are dependent upon management skills and cash flow. REITs may have lower trading volumes and may be subject to more abrupt or erratic price movements than the overall securities markets. Mortgage REITs are particularly subject to interest rate and credit risks. 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. Many real estate companies, including REITs, utilize leverage. COMMODITY INVESTMENTS RISK. Certain underlying funds may invest directly or indirectly in commodities. Exposure to the commodities markets may subject the portfolio to greater volatility than investments in other securities. The value of commodity-linked notes and other commodity-linked derivatives may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments. The prices of energy, industrial metals, precious metals, agriculture and livestock sector commodities may fluctuate widely and rapidly due to factors such as changes in value, supply and demand and governmental regulatory policies. Commodity-related investments may be more volatile and less liquid than the underlying commodities, instruments or measures, which may make it difficult for such investments to be sold at a price acceptable to the adviser or to accurately value them. Commodity-related investments are subject to the credit risks associated with the issuer, and their values may decline substantially if the issuer's creditworthiness deteriorates. As a result, returns of commodity-linked investments may deviate significantly from the return of the underlying commodity, instruments or measures. DERIVATIVES RISK. Using swaps, futures and other derivatives can increase fund losses and reduce opportunities for gains when market prices, interest rates or the derivative instruments themselves behave in a way not anticipated by the fund. Using derivatives may increase the volatility of the fund's net asset value and may not provide the result intended. Derivatives may have 38 a leveraging effect on the fund. Some derivatives have the potential for unlimited loss, regardless of the size of the fund's initial investment. Changes in a derivative's value may not correlate well with the referenced asset or metric. The fund also may have to sell assets at inopportune times to satisfy its obligations. Derivatives may be difficult to sell, unwind or value, and the counterparty may default on its obligations to the fund. Use of derivatives may have different tax consequences for the fund than an investment in the underlying security, and such differences may affect the amount, timing and character of income distributed to shareholders. The U.S. government and foreign governments are in the process of adopting and implementing regulations governing derivatives markets, including mandatory clearing of certain derivatives, margin and reporting requirements. The ultimate impact of the regulations remains unclear. Additional regulation of derivatives may make them more costly, may limit their availability, may disrupt markets or may otherwise adversely affect their value or performance. In addition, the SEC has proposed a new rule that would change the regulation of the use of derivatives by registered investment companies, such as the fund. If the proposed rule takes effect, it could limit the ability of the fund to invest in derivatives. CREDIT DEFAULT SWAP RISK. Credit default swap contracts, a type of derivative instrument, involve special risks and may result in losses to the fund. Credit default swaps may in some cases be illiquid, and they increase credit risk since the fund has exposure to the issuer of the referenced obligation and either the counterparty to the credit default swap or, if it is a cleared transaction, the brokerage firm through which the trade was cleared and the clearing organization that is the counterparty to that trade. 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. SHORT POSITION RISK. Taking short positions involves leverage of the fund's assets and presents various risks. If the price of the instrument or market on which the fund has taken a short position increases, then the fund will 39 Fund Summary for Pioneer Solutions - Growth Fund incur a loss. Because of leverage, taking short positions involves the risk that losses may be exaggerated, potentially more than the actual cost of the investment. Unlike purchasing a financial instrument like a stock, where potential losses are limited to the purchase price and there is no upside limit on potential gain, short sales involve no cap on maximum losses. Also, there is the risk that a counterparty may fail to perform the terms of the arrangement, causing a loss to the fund. LIQUIDITY RISK. Some securities and derivatives held by the fund may be impossible or difficult to purchase or sell or unwind particularly during times of market turmoil. An instrument's liquidity may be affected by reduced trading volume, a relative lack of market makers or legal restrictions, and illiquid securities and derivatives also may be difficult to value. Liquidity risk may be magnified in a rising interest rate environment. If the fund is forced to sell an illiquid asset or unwind a derivative position to meet redemption requests or other cash needs, the fund may be forced to sell at a loss. The fund may not receive its proceeds from the sale of certain securities for an extended period (for example, several weeks or even longer). In extreme cases, this may constrain the fund's ability to meet its obligations (including obligations to redeeming shareholders). VALUATION RISK. The sales price the fund could receive for any particular portfolio investment may differ from the fund's last valuation of the investment, particularly for illiquid securities and securities that trade in thin or volatile markets or that are valued using a fair value methodology. 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. 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. REDEMPTION RISK. 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. 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 taxable shareholders to incur a higher level of taxable income or capital gains. 40 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. To 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 objectives. 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 the expenses of underlying funds increase or 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. THE FUND'S PAST PERFORMANCE The bar chart and table indicate the risks and volatility of an investment in the fund by showing how the fund has performed in the past. The bar chart shows changes in the performance of the fund's Class A shares from calendar year to calendar year. The table shows the average annual total returns for each class of the fund over time and compares these returns to the returns of the MSCI World Index and the Bloomberg Barclays U.S. Aggregate Bond Index, each a broad-based measure of market performance that has characteristics relevant to the fund's investment strategies, and a blended benchmark (80% MSCI World Index / 20% Bloomberg Barclays U.S. Aggregate Bond Index). You can obtain updated performance information by visiting https://us.pioneerinvestments.com/performance or by calling 1-800-225-6292. The fund's past performance (before and after taxes) does not necessarily indicate how it will perform in the future. The bar chart does not reflect any sales charge you may pay when you buy fund shares. If this amount was reflected, returns would be less than those shown. Ibbotson Associates, Inc. served as the fund's sub-adviser until November 14, 2014. Effective November 17, 2014, Pioneer became directly responsible for portfolio management decisions for the fund. The performance shown for all periods reflects the investment strategy in effect for the fund during such periods. 41 Fund Summary for Pioneer Solutions - Growth Fund ANNUAL RETURN CLASS A SHARES (%) (Year ended December 31) [GRAPHIC APPEARS HERE]
'06 '07 '08 '09 '10 '11 '12 '13 '14 '15 12.49 5.47 -35.25 30.69 13.17 -3.30 11.00 18.94 4.67 -1.19
For the period covered by the bar chart: THE HIGHEST CALENDAR QUARTERLY RETURN WAS 18.16% (04/01/2009 TO 06/30/2009). THE LOWEST CALENDAR QUARTERLY RETURN WAS -20.04% (10/01/2008 TO 12/31/2008). At September 30, 2016, the year-to-date return was 2.06%. No performance information is presented for Class R shares in the table because Class R shares do not have annual returns for at least one calendar year. The returns for Class R shares would differ from those of Class A, Class C and Class Y shares because they have different expenses. 42 AVERAGE ANNUAL TOTAL RETURN (%) (for periods ended December 31, 2015)
SINCE INCEPTION 1 YEAR 5 YEARS 10 YEARS INCEPTION DATE -------- --------- ---------- ----------- ---------- Class A 8/9/04 -------------------------------------- ----- ---- ---- ---- ------ Return before taxes -6.87 4.49 3.52 4.93 -------------------------------------- ------ ---- ---- ---- ------ Return after taxes on distributions -8.58 3.60 2.68 4.12 -------------------------------------- ------ ---- ---- ---- ------ Return after taxes on distributions and sale of shares -2.46 3.35 2.66 3.85 -------------------------------------- ------ ---- ---- ---- ------ Class C -1.78 5.00 3.43 4.47 8/9/04 -------------------------------------- ------ ---- ---- ---- ------ Class Y -0.97 5.74 4.62 4.83 9/26/05 -------------------------------------- ------ ---- ---- ---- ------- Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes) 0.55 3.25 4.51 4.36 8/9/04 -------------------------------------- ------ ---- ---- ---- ------- MSCI World Index (reflects no deduction for fees, expenses or taxes) -0.87 7.59 4.98 6.69 8/9/04 -------------------------------------- ------ ---- ---- ---- ------- Blended Benchmark (80% MSCI World Index / 20% Bloomberg Barclays U.S. Aggregate Bond Index) (reflects no deduction for fees, expenses or taxes) -0.59 6.72 4.89 6.22 8/9/04 -------------------------------------- ------ ---- ---- ---- -------
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 A, Class C, Class R and Class Y shares shares will vary. 43 Fund Summary for Pioneer Solutions - Growth Fund MANAGEMENT INVESTMENT ADVISER Pioneer Investment Management, Inc. PORTFOLIO MANAGEMENT John O'Toole, Head of Multi-Asset Fund Solutions at Pioneer (portfolio manager of the fund since November 2014); Paul Weber, Head of Fund Research and Manager Selection within the Multi-Asset Fund Solutions team at Pioneer (portfolio manager of the fund since November 2014); and Salvatore Buono, Head of Strategy Alignment and Structured Products within the Multi-Asset Fund Solutions team at Pioneer (portfolio manager of the fund since November 2014)
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 55014, Boston, MA 02205-5014, 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. The initial investment for 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 Y shares. There is no minimum additional investment amount for 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 44 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. 45 More on each fund's investment objectives and strategies INVESTMENT OBJECTIVES The investment objectives of each of Pioneer Solutions - Conservative Fund, Pioneer Solutions - Balanced Fund, and Pioneer Solutions - Growth Fund is to seek long-term capital growth and current income. Each fund's investment objectives may be changed without shareholder approval. A fund will provide at least 30 days' notice prior to implementing any change to its investment objectives. PRINCIPAL INVESTMENT STRATEGIES Each fund seeks to achieve its investment objectives by primarily investing in other funds ("underlying funds") and using asset allocation strategies to allocate its assets among the underlying funds. Each fund may also invest directly in securities and use derivatives. ASSET ALLOCATION PROCESS Each fund may invest in underlying funds that are either managed by Pioneer or managed by an adviser not associated with Pioneer, including exchange-traded funds (ETFs). Each fund allocates its assets among underlying funds with exposure to the broad asset classes of equity, fixed income and short-term (money market) investments. Each fund also may invest in underlying funds with exposure to non-traditional - so-called "alternative" - asset classes such as real estate investment trusts (REITs) or commodities, or that use alternative strategies, such as market neutral strategies (strategies that seek to achieve positive returns while attempting to limit general market exposure) or relative value strategies (strategies that seek to identify securities that are undervalued relative to each other or historical norms). The funds do not have target ranges for the allocation of assets among asset classes or individual underlying funds. Accordingly, each fund's exposure to different asset classes and allocations among underlying funds will change from time to time in response to broad economic and market factors, as well as strategic and tactical considerations. There is no maximum or minimum exposure that a fund must have to any asset class. The equity securities to which each fund may have exposure may be of any market capitalization. The fixed income securities to which each fund may have exposure may be of any maturity and of any credit quality, including high yield or "junk" bonds. 46 Pioneer selects investments it believes will perform well over time while maintaining a level of volatility (the variability of returns from one period to the next) corresponding to its risk/return profile, targeting an annualized volatility level for each fund as follows: INVESTMENT STRATEGIES/ASSET CLASS TARGETS
FUND ANNUALIZED VOLATILITY LEVEL ------------------------------ ---------------------------- Pioneer Solutions - Approximately 3% - 7.5% ---------------------------- Conservative Fund ------------------------------ Pioneer Solutions - Balanced Approximately 6% - 12.5% ---------------------------- Fund ------------------------------ Pioneer Solutions - Growth Approximately 10% - 18% ---------------------------- Fund ------------------------------
Due to market conditions and other factors, the actual or realized volatility of a fund for any particular period of time may be materially higher or lower than the target level. A fund's volatility results from rapid and dramatic price swings of securities held by the underlying funds in which the fund invests. Higher volatility generally indicates higher risk. Each fund invests mainly in funds managed by Pioneer or one of its affiliates. Each fund may also invest in securities of unaffiliated mutual funds or exchange-traded funds (ETFs) when the desired economic exposure to a particular asset category or investment strategy is not available through a Pioneer fund. Pioneer allocates each fund's assets among underlying funds and other investments based on strategic positioning and tactical considerations, taking into account both broad economic and market factors and factors specific to particular investments. Pioneer allocates a fund's investments in the underlying funds based on an evaluation of three components: strategic asset allocation (generally, the weighting of allocations among broad asset classes to capture market returns), tactical asset allocation (generally, the weighting of allocations to various sub-categories within broad asset classes to add value relative to the general strategic allocations) and fund selection. Pioneer's analysis in selecting underlying funds includes an assessment of a fund's historical relative and absolute performance, volatility and other risk characteristics, and correlation with other funds and benchmarks. Pioneer considers the relative return potential of investments in view of their expected relative risk, including potential volatility and drawdown risk (the risk of significant loss, measured from peak value) among other risks. Pioneer also analyzes the fund's investment strategies, investment process 47 More on each fund's investment objectives and strategies and portfolio management team. The goal of this process is to identify a combination of investments with the potential to provide total return consistent with the fund's overall risk/return profile. As part of its overall strategy, each fund may use derivatives, including futures, options, forward foreign currency exchange contracts and swaps. Each fund may use derivatives in an effort to limit the effects of volatility or severe market events on the fund, to seek incremental return, and for a variety of other hedging and non-hedging purposes. Each fund also may use derivatives strategies designed to isolate sources of return associated with specific investment opportunities that are not correlated to the general market environment. Investment opportunities may relate, for example, to the relative value or credit quality of individual instruments, issuers, industries or sectors, capital or investment structures relating to issuers or sectors, the structure (yield curve) or direction of prevailing interest rates, the movement of global currency exchange rates, and the expected price convergence of different instruments. These strategies often entail two or more simultaneous derivatives positions (one long and one short) structured in an effort to reduce some risks while isolating a potential source of return. Each fund may invest in derivative instruments to the full extent permitted by applicable legal and regulatory requirements. In addition, certain underlying funds may use derivatives. Investments typically are sold - and derivatives-based strategies unwound - when Pioneer's overall assessment of market and economic conditions changes or the assessments of the attributes of specific investments change. Each 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. INVESTMENTS IN EQUITY SECURITIES EQUITY SECURITIES The fund may invest in equity securities. Equity securities in which the fund invests include common stocks and securities with common stock characteristics, such as exchange-traded funds (ETFs) that invest primarily in equity securities, depositary receipts, warrants, rights, equity interests in real estate investment trusts (REITs) and preferred stocks. 48 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. INVESTMENTS IN FIXED INCOME SECURITIES DEBT SECURITIES The fund may invest in debt securities. Debt securities in which the fund invests include U.S. government securities, debt securities of corporate and other issuers, mortgage- and asset-backed securities and short-term debt securities. The fund may acquire debt securities that are investment grade and 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. U.S. GOVERNMENT SECURITIES The fund may invest in U.S. government securities. U.S. government securities are obligations of, or guaranteed by, the U.S. government, its agencies or government-sponsored entities. U.S. government securities include obligations: directly issued by or supported by the full faith and credit of the U.S. government, like Treasury bills, notes and bonds and Government National Mortgage Association (GNMA) certificates; supported by the right of the issuer to borrow from the U.S. Treasury, like those of the Federal Home Loan Banks (FHLBs); supported by the discretionary authority of the U.S. government to purchase the agency's securities like those of the Federal National Mortgage Association (FNMA); or supported only by the credit of the issuer itself, like the Tennessee Valley Authority. U.S. government securities include issues by non-governmental entities (like financial institutions) that carry direct guarantees from U.S. government agencies as part of government initiatives in response to the market crisis or otherwise. U.S. government securities include zero coupon securities that make payments of interest and principal only upon maturity and which therefore tend to be subject to greater volatility than interest bearing securities with comparable maturities. 49 More on each fund's investment objectives and strategies Although the U.S. government guarantees principal and interest payments on securities issued by the U.S. government and some of its agencies, such as securities issued by GNMA, this guarantee does not apply to losses resulting from declines in the market value of these securities. Some of the U.S. government securities that the fund may hold are not guaranteed or backed by the full faith and credit of the U.S. government, such as those issued by FNMA and Federal Home Loan Mortgage Corporation (FHLMC). MORTGAGE-BACKED SECURITIES The fund may invest in mortgage-backed securities. Mortgage-backed securities may be issued by private issuers, by government-sponsored entities such as FNMA or FHLMC or by agencies of the U.S. government, such as GNMA. Mortgage-backed securities represent direct or indirect participation in, or are collateralized by and payable from, mortgage loans secured by real property. The fund's investments in mortgage-related securities may include mortgage derivatives and structured securities. The fund may invest in collateralized mortgage obligations (CMOs). A CMO is a mortgage-backed bond that is issued in multiple classes, each with a specified fixed or floating interest rate and a final scheduled distribution date. The holder of an interest in a CMO is entitled to receive specified cash flows from a pool of underlying mortgages or other mortgage-backed securities. Depending upon the class of CMO purchased, the holder may be entitled to payment before the cash flow from the pool is used to pay holders of other classes of the CMO or, alternatively, the holder may be paid only to the extent that there is cash remaining after the cash flow has been used to pay other classes. A subordinated interest may serve as a credit support for the senior securities purchased by other investors. ASSET-BACKED SECURITIES The fund may invest in asset-backed securities. Asset-backed securities represent participations in, or are secured by and payable from, assets such as installment sales or loan contracts, leases, credit card receivables and other categories of receivables. The fund's investments in asset-backed securities may include derivative and structured securities. The fund may invest in asset-backed securities issued by special entities, such as trusts, that are backed by a pool of financial assets. The fund may invest in collateralized debt obligations (CDOs), which include collateralized bond obligations (CBOs), collateralized loan obligations 50 (CLOs) and other similarly structured securities. A CDO is a trust backed by a pool of fixed income securities. The trust typically is split into two or more portions, called tranches, which vary in credit quality, yield, credit support and right to repayment of principal and interest. Lower tranches pay higher interest rates but represent lower degrees of credit quality and are more sensitive to the rate of defaults in the pool of obligations. Certain CDOs may use derivatives, such as credit default swaps, to create synthetic exposure to assets rather than holding such assets directly. EVENT-LINKED BONDS AND OTHER INSURANCE-LINKED SECURITIES The fund may invest in "event-linked" bonds, which sometimes are referred to as "insurance-linked" or "catastrophe" bonds. Event-linked bonds are debt obligations for which the return of principal and the payment of interest are contingent on the non-occurrence of a pre-defined "trigger" event, such as a hurricane or an earthquake of a specific magnitude or other event that leads to physical or economic loss. For some event-linked bonds, the trigger event's magnitude may be based on losses to a company or industry, industry indexes or readings of scientific instruments rather than specified actual losses. The fund is entitled to receive principal and interest payments so long as no trigger event occurs of the description and magnitude specified by the instrument. Event-linked bonds may be issued by government agencies, insurance companies, reinsurers, special purpose corporations or other on-shore or off-shore entities. The fund may invest in interests in pooled entities that invest primarily in event-linked bonds. Event-linked bonds are typically rated below investment grade or may be unrated. The rating for an event-linked bond primarily reflects the rating agency's calculated probability that a pre-defined trigger event will occur, which will cause a loss of principal. This rating may also assess the credit risk of the bond's collateral pool, if any, and the reliability of the model used to calculate the probability of a trigger event. In addition to event-linked bonds, the fund may also invest in other insurance-linked securities, including structured reinsurance instruments such as quota share instruments (a form of proportional reinsurance whereby an investor participates in the premiums and losses of a reinsurer's portfolio of catastrophe-oriented policies, sometimes referred to as "reinsurance sidecars") and collateralized reinsurance investments, 51 More on each fund's investment objectives and strategies industry loss warranties, and other insurance- and reinsurance-related securities. Quota share instruments and other structured reinsurance instruments generally will be considered illiquid securities by the fund. FLOATING RATE INVESTMENTS Floating rate investments are securities and other instruments with interest rates that adjust or "float" periodically based on a specified interest rate or other reference and include floating rate loans, repurchase agreements, money market securities and shares of money market and short-term bond funds. Floating rate loans are provided by banks and other financial institutions to large corporate customers in connection with recapitalizations, acquisitions, and refinancings. These loans are generally acquired as a participation interest in, or assignment of, loans originated by a lender or other financial institution. These loans are rated below investment grade. The rates of interest on the loans typically adjust periodically by reference to a base lending rate, such as the London Interbank Offered Rate (LIBOR), a designated U.S. bank's prime or base rate or the overnight federal funds rate, plus a premium. Some loans reset on set dates, typically every 30 to 90 days, but not to exceed one year. Other loans reset periodically when the underlying rate resets. In most instances, the fund's investments in floating rate loans hold a senior position in the capital structure of the borrower. Having a senior position means that, if the borrower becomes insolvent, senior debtholders, like the fund, will be paid before subordinated debtholders and stockholders of the borrower. Senior loans typically are secured by specific collateral. Floating rate loans typically are structured and administered by a financial institution that acts as an agent for the holders of the loan. Loans can be acquired directly through the agent, by assignment from another holder of the loan, or as a participation interest in the loan. When the fund is a direct investor in a loan, the fund may have the ability to influence the terms of the loan, although the fund does not act as the sole negotiator or originator of the loan. Participation interests are fractional interests in a loan issued by a lender or other financial institution. When the fund invests in a loan participation, the fund does not have a direct claim against the borrower and must rely upon an intermediate participant to enforce any rights against the borrower. 52 SUBORDINATED SECURITIES The fund may invest in securities that are subordinated or "junior" to more senior securities of the issuer. The investor in a subordinated security of an issuer is entitled to payment after other holders of debt in that issuer. INVESTMENT GRADE SECURITIES A debt security is considered investment grade if it is: - Rated BBB or higher at the time of purchase by Standard & Poor's Financial Services LLC; - Rated the equivalent rating by a nationally recognized statistical rating organization; or - Determined to be of equivalent credit quality by Pioneer Securities in the lowest category of investment grade (i.e., BBB) are considered to have speculative characteristics. An investor can still lose significant amounts when investing in investment grade securities. BELOW INVESTMENT GRADE SECURITIES ("JUNK BONDS") The fund may invest in debt securities rated below investment grade or, if unrated, of equivalent quality as determined by Pioneer. A debt security is below investment grade if it is rated BB or lower by Standard & Poor's Financial Services LLC or the equivalent rating by another nationally recognized statistical rating organization or determined to be of equivalent credit quality by Pioneer. Debt securities rated below investment grade are commonly referred to as "junk bonds" and are considered speculative. Below investment grade debt securities involve greater risk of loss, are subject to greater price volatility and are less liquid, especially during periods of economic uncertainty or change, than higher quality debt securities. Below investment grade securities also may be more difficult to value. DEBT RATING CONSIDERATIONS 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 risks of the securities. A rating organization may have a conflict of interest with respect to a security for which it assigns a quality rating. In addition, there may be a delay between a change in the credit quality of a security or other asset and a change in the quality 53 More on each fund's investment objectives and strategies rating assigned to the security or other asset by a rating organization. If a rating organization changes the quality rating assigned to one or more of the fund's portfolio securities, Pioneer will consider if any action is appropriate in light of the fund's investment objectives and policies. These ratings are used as criteria for the selection of portfolio securities, in addition to Pioneer's own assessment of the credit quality of potential investments. COMMODITY-RELATED INVESTMENTS Commodities are assets that have tangible properties, such as oils, metals, and agricultural products. The fund may gain exposure to commodities through investment in funds, including ETFs, or through commodity-linked notes and other commodity-linked derivatives. The fund also may invest in securities of issuers in commodity-related industries. EQUITY AND FIXED INCOME INVESTMENTS 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 markets, and emerging market governmental issuers. 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. The fund also may enter into credit default swaps, which can be used to acquire or to transfer the credit risk of a security or index of securities without buying or selling the security or securities comprising the relevant index. 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: 54 - 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, exposure to various market segments) - 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. INVERSE FLOATING RATE OBLIGATIONS The fund may invest in inverse floating rate obligations (a type of derivative instrument). The interest rate on inverse floating rate obligations will generally decrease as short-term interest rates increase, and increase as short-term rates decrease. Due to their leveraged structure, the sensitivity of the market value of an inverse floating rate obligation to changes in interest rates is generally greater than a comparable long-term bond issued by the same issuer and with similar credit quality, redemption and maturity provisions. Inverse floating rate obligations may be volatile and involve leverage risk. CASH MANAGEMENT AND TEMPORARY INVESTMENTS Normally, the fund invests substantially all of its assets to meet its investment objectives. 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 and each underlying fund may also use other techniques, including the following non-principal investment strategies. 55 More on each fund's investment objectives and strategies REPURCHASE AGREEMENTS In a repurchase agreement, the fund purchases securities from a broker/dealer or a bank, called the counterparty, upon the agreement of the counterparty to repurchase the securities from the fund at a later date, and at a specified price, which is typically higher than the purchase price paid by the fund. The securities purchased serve as the fund's collateral for the obligation of the counterparty to repurchase the securities. If the counterparty does not repurchase the securities, the fund is entitled to sell the securities, but the fund may not be able to sell them for the price at which they were purchased, thus causing a loss. Additionally, if the counterparty becomes insolvent, there is some risk that the fund will not have a right to the securities, or the immediate right to sell the securities. 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 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. A higher level of portfolio turnover may also cause taxable shareowners to incur a higher level of taxable income or capital gains. 56 More on the risks of investing in a fund PRINCIPAL INVESTMENT RISKS You could lose money on your investment in a fund. As with any mutual fund, there is no guarantee that a fund will achieve its objectives. Each fund's investment performance is directly related to the performance of the underlying funds. Each fund is exposed to the following risks through its investments in underlying funds, derivatives and other investments. 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 market prices of securities may also fall due to specific conditions that affect a particular sector of the securities market or a particular issuer. In the past several years, financial markets, such as those in the United States, Europe, Asia and elsewhere, have experienced increased volatility, depressed valuations, decreased liquidity and heightened uncertainty. 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; measures to address U.S. federal and state budget deficits; downgrading of U.S. long-term sovereign debt; declines in oil and commodity prices; dramatic changes in currency exchange rates; and public sentiment. The U.S. government and the Federal Reserve, as well as certain foreign governments and their central banks, have taken steps to support financial markets, including by keeping interest rates at historically low levels. This and other government intervention may not work as intended, particularly if the efforts are perceived by investors as being unlikely to achieve the desired results. The Federal Reserve has reduced its market support activities and recently has begun raising interest rates. Certain foreign governments and central banks are implementing or discussing so-called negative interest rates (e.g., charging depositors who keep their cash at a bank) to spur economic growth. Further 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 may in some instances contribute to decreased liquidity and increased volatility in the financial markets. The impact of these changes on the 57 More on the risks of investing in a fund 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 located in or with significant exposure to the countries directly affected, the value and liquidity of the fund's investments may be negatively affected. The fund may experience a substantial or complete loss on any individual security or derivative position. RISK 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. Each underlying fund pursues its own investment objectives and strategies and may not achieve its objectives. When investing in another fund, the fund will bear a pro rata portion of the underlying fund's expenses, in addition to its own expenses. Consequently, an investment in the fund entails more direct and indirect expenses than a direct investment in the underlying funds. Underlying funds may themselves invest in other investment companies. The adviser may be subject to potential conflicts of interest in selecting underlying funds because the management fees paid to it by some affiliated underlying funds are higher than the fees paid by other affiliated and unaffiliated underlying funds. 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. Mutual funds and ETFs that invest in commodities may be subject to regulatory trading limits that could affect the value of their securities. The underlying funds will not necessarily make consistent investment decisions, which may also increase your costs. One underlying fund may buy the same security that another underlying fund is selling. You would indirectly bear the costs of both trades without achieving any investment purpose. These transactions may also generate taxable gains. If you are a taxable shareholder, you may receive taxable distributions consisting of gains from transactions by the underlying funds as well as gains from the fund's transactions in shares of the underlying funds. Furthermore, Pioneer manages many of the underlying funds. Because the portfolio management teams of each of the affiliated underlying funds may draw upon the resources of the same equity and fixed income analyst team 58 or may share common investment management styles or approaches, the underlying funds may hold many common portfolio positions, reducing the diversification benefits of an asset allocation style. PORTFOLIO SELECTION RISK. The adviser's evaluation of asset classes and market sectors in developing an allocation model, and its selection and weighting of underlying funds, securities or other investments within the allocation model, may prove to be incorrect. To the extent that the fund invests a significant percentage of its assets in any one underlying fund, the fund will be subject to a greater degree to the risks particular to that underlying fund, and may experience greater volatility as a result. An underlying fund adviser's judgment about the attractiveness, relative value or potential appreciation of an equity security, or about the quality, relative yield or relative value of a fixed income security, or about a particular sector, region or market segment, or about an investment strategy, or about interest rates, may prove to be incorrect. 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. For example, 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. EQUITY SECURITIES RISK. Equity securities are subject to the risk that stock prices may rise and fall in periodic cycles and may perform poorly relative to other investments. This risk may be greater in the short term. Equity securities represent an ownership interest in an issuer, rank junior in a company's capital structure to debt securities and consequently may entail greater risk of loss than fixed income securities. Following is additional information regarding the risks of investing in equity securities. 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. GROWTH STYLE RISK. The fund's investments may not have the growth potential originally expected. Growth stocks may fall out of favor with investors and underperform the overall equity market. 59 More on the risks of investing in a fund SMALL AND MID-SIZE COMPANIES RISK. Compared to large companies, small- and 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, have limited liquidity, be harder to value or to sell at the times and prices the adviser thinks appropriate, and offer greater potential for gain and loss. 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. 60 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 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 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 61 More on the risks of investing in a fund 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 stock of larger companies. RISKS OF WARRANTS AND RIGHTS. Warrants and rights gives 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 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. The 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. 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 62 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 fund's 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. 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. Interest rates in the U.S. recently have been historically low and are expected to rise. 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. Following is additional information regarding the risks of investing in debt securities. INTEREST RATE RISK. The market prices of securities may fluctuate significantly when interest rates change. When interest rates rise, the value of fixed income securities and therefore the value of your investment in the fund, generally falls. For example, if interest rates increase by 1%, the value of a fund's portfolio with a portfolio duration of ten years would be expected to decrease by 10%, all other things being equal. Interest rates have been historically low, so the fund faces a heightened risk that interest rates may rise. A general rise in interest rates may cause investors to move out of fixed income securities on a large scale, which could adversely affect the price and liquidity of fixed income securities and could also result in increased redemptions from the fund. A change in interest rates will not have the same impact on all fixed income securities. Generally, the longer the maturity or duration of a fixed income security, the greater the impact of a rise in interest rates on the security's value. The maturity of a security may be 63 More on the risks of investing in a fund significantly longer than its effective duration. A security's maturity may be more relevant than its effective duration in determining the security's sensitivity to other factors such as changes in credit quality or in the yield premium that the market may establish for certain types of securities. Calculations of duration and maturity may be based on estimates and may not reliably predict a security's price sensitivity to changes in interest rates. Moreover, securities can change in value in response to other factors, such as credit risk. In addition, different interest rate measures (such as short- and long-term interest rates and U.S. and foreign interest rates), or interest rates on different types of securities or securities of different issuers, may not necessarily change in the same amount or in the same direction. When interest rates go down, the income received by the fund, and the fund's yield, may decline. Also, when interest rates decline, investments made by the fund may pay a lower interest rate, which would reduce the income received and distributed by the fund. Certain fixed income securities pay interest at variable or floating rates. Variable rate securities tend to reset at specified intervals, while floating rate securities may reset whenever there is a change in a specified index rate. In most cases, these reset provisions reduce the impact of changes in market interest rates on the value of the security. However, some securities do not track the underlying index directly, but reset based on formulas that may produce a leveraging effect; others may also provide for interest payments that vary inversely with market rates. The market prices of these securities may fluctuate significantly when interest rates change. Yield generated by the fund may decline due to a decrease in market interest rates. CREDIT RISK. If an obligor (such as the issuer itself or a party offering credit enhancement) for a security held by the fund fails to pay, otherwise defaults, is perceived to be less creditworthy, becomes insolvent or files for bankruptcy, a security's credit rating is downgraded or the credit quality or value of an underlying asset declines, the value of your investment could decline. If the fund enters into financial contracts (such as certain derivatives, repurchase agreements, reverse repurchase agreements, and when-issued, delayed delivery and forward commitment transactions), the fund will be subject to the credit risk presented by the counterparty. In addition, the fund may incur expenses in an effort to protect the fund's interests or to enforce its rights. Credit risk is broadly gauged by the credit ratings of the securities in which the fund invests. However, ratings are only the opinions of the companies 64 issuing them and are not guarantees as to quality. Securities rated in the lowest category of investment grade (Baa/BBB) may possess certain speculative characteristics. PREPAYMENT OR CALL RISK. Many fixed income securities give the issuer the option to prepay or call the security prior to its maturity date. Issuers often exercise this right when interest rates fall. Accordingly, if the fund holds a fixed income security that can be prepaid or called prior to its maturity date, it will not benefit fully from the increase in value that other fixed income securities generally experience when interest rates fall. Upon prepayment of the security, the fund also would be forced to reinvest the proceeds at then current yields, which would be lower than the yield of the security that was prepaid or called. In addition, if the fund purchases a fixed income security at a premium (at a price that exceeds its stated par or principal value), the fund may lose the amount of the premium paid in the event of prepayment. EXTENSION RISK. During periods of rising interest rates, the average life of certain types of securities may be extended because of slower than expected principal payments. This may lock in a below market interest rate, increase the security's duration (the estimated period until the security is paid in full) and reduce the value of the security. To the extent the fund invests significantly in mortgage-related and asset-backed securities, its exposure to extension risks may be greater than if it invested in other fixed income securities. 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. Markets may become illiquid when, for instance, there are few, if any, interested buyers and sellers or when dealers are unwilling to make a market for certain securities or when dealer market-making capacity is otherwise reduced, and this is more likely to occur as a result of the reduction of market support activity by the Federal Reserve. A lack of liquidity or other adverse credit market conditions may affect the fund's ability to sell the securities in which it invests or to find and purchase suitable investments. These illiquid investments may also be difficult to value, especially in changing markets. If the fund is forced to sell or unwind an illiquid investment 65 More on the risks of investing in a fund to meet redemption requests 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. Further, certain securities, once sold, may not settle for an extended period (for example, several weeks or even longer). The fund will not receive its sales proceeds until that time, which may constrain the fund's ability to meet its obligations (including obligations to redeeming shareholders). Liquidity risk may be magnified in a rising interest rate environment in which investor redemptions from fixed income mutual funds may be higher than normal. If an auction fails for an auction rate security, there may be no secondary market for the security and the fund may be forced to hold the security until the security is refinanced by the issuer or a secondary market develops. To the extent the fund holds a material percentage of the outstanding debt securities of an issuer, this practice may impact adversely the liquidity and market value of those investments. U.S. TREASURY OBLIGATIONS RISK. The market value of direct obligations of the U.S. Treasury may vary due to changes in interest rates. In addition, changes to the financial condition or credit rating of the U.S. government may cause the value of the fund's investments in obligations issued by the U.S. Treasury to decline. U.S. GOVERNMENT AGENCY OBLIGATIONS RISK. The fund invests in obligations issued by agencies and instrumentalities of the U.S. government. Government-sponsored entities such as FNMA, FHLMC and the FHLBs, although chartered or sponsored by Congress, are not funded by congressional appropriations and the debt and mortgage-backed securities issued by them are neither guaranteed nor issued by the U.S. government. The maximum potential liability of the issuers of some U.S. government obligations may greatly exceed their current resources, including any legal right to support from the U.S. government. Such debt and mortgage-backed securities are subject to the risk of default on the payment of interest and/or principal, similar to debt of private issuers. Although the U.S. government has provided financial support to FNMA and FHLMC in the past, there can be no assurance that it will support these or other government-sponsored entities in the future. 66 MORTGAGE-RELATED AND ASSET-BACKED SECURITIES RISK. The repayment of certain mortgage-backed and asset-backed securities depends primarily on the cash collections received from the issuer's underlying asset portfolio and, in certain cases, the issuer's ability to issue replacement securities. As a result, there could be losses to the fund in the event of credit or market value deterioration in the issuer's underlying portfolio, mismatches in the timing of the cash flows of the underlying asset interests and the repayment obligations of maturing securities, or the issuer's inability to issue new or replacement securities. Mortgage-backed securities tend to be more sensitive to changes in interest rate than other types of debt securities. These securities are also subject to prepayment and extension risks. Upon the occurrence of certain triggering events or defaults, the fund may become the holder of underlying assets at a time when those assets may be difficult to sell or may be sold only at a loss. In the event of a default, the value of the underlying collateral may be insufficient to pay certain expenses, such as litigation and foreclosure expenses, and inadequate to pay any principal or unpaid interest. Privately issued mortgage-backed and asset-backed securities are not traded on an exchange and may have a limited market. Without an active trading market, these securities may be particularly difficult to value given the complexities in valuing the underlying collateral. Certain mortgage-backed and asset-backed securities may pay principal only at maturity or may represent only the right to receive payments of principal or interest on the underlying obligations, but not both. The value of these types of instruments may change more drastically than debt securities that pay both principal and interest during periods of changing interest rates. Principal only instruments generally increase in value if interest rates decline, but are also subject to the risk of prepayment. Interest only instruments generally increase in value in a rising interest rate environment when fewer of the underlying obligations are prepaid. Interest only instruments could lose their entire value in a declining interest rate environment if the underlying obligations are prepaid. Unlike mortgage-related securities issued or guaranteed by the U.S. government or its agencies and instrumentalities, mortgage-related securities issued by private issuers do not have a government or government-sponsored entity guarantee (but may have other credit enhancement), and may, and frequently do, have less favorable collateral, credit risk or other characteristics. The fund may invest in other mortgage-related securities, including mortgage derivatives and structured securities. These securities typically are not secured by real property. Because these securities have embedded leverage 67 More on the risks of investing in a fund features, small changes in interest or prepayment rates may cause large and sudden price movements. These securities also can become illiquid and difficult to value in volatile or declining markets. Mortgage-backed securities are particularly susceptible to prepayment and extension risks, because prepayments on the underlying mortgages tend to increase when interest rates fall and decrease when interest rates rise. Prepayments may also occur on a scheduled basis or due to foreclosure. When market interest rates increase, mortgage refinancings and prepayments slow, which lengthens the effective duration of these securities. As a result, the negative effect of the interest rate increase on the market value of mortgage-backed securities is usually more pronounced than it is for other types of fixed income securities, potentially increasing the volatility of the fund. Conversely, when market interest rates decline, while the value of mortgage-backed securities may increase, the rates of prepayment of the underlying mortgages tend to increase, which shortens the effective duration of these securities. Mortgage-backed securities are also subject to the risk that the underlying borrowers will be unable to meet their obligations. At times, some of the mortgage-backed securities in which the fund may invest will have higher than market interest rates and therefore will be purchased at a premium above their par value. Prepayments may cause losses on securities purchased at a premium. The value of mortgage-backed and asset-backed securities may be affected by changes in credit quality or value of the mortgage loans or other assets that support the securities. In addition, for mortgage-backed securities, when market conditions result in an increase in the default rates on the underlying mortgages and the foreclosure values of the underlying real estate are below the outstanding amount of the underlying mortgages, collection of the full amount of accrued interest and principal on these investments may be less likely. The fund may invest in CMOs. Principal prepayments on the underlying mortgage loans may cause a CMO to be retired substantially earlier than its stated maturity or final distribution date. If there are defaults on the underlying mortgage loans, the fund will be less likely to receive payments of principal and interest, and will be more likely to suffer a loss. This risk may be increased to the extent the underlying mortgages include sub-prime mortgages. As market conditions change, and particularly during periods of rapid or unanticipated changes in market interest rates, the attractiveness of a CMO class and the ability of the structure to provide the anticipated 68 investment characteristics may be significantly reduced. Such changes can result in volatility in the market value, and in some instances reduced liquidity, of a CMO class. Asset-backed securities are structured like mortgage-backed securities and are subject to many of the same risks. The ability of an issuer of asset-backed securities to enforce its security interest in the underlying asset or to otherwise recover from the underlying obligor may be limited. Certain asset-backed securities present a heightened level of risk because, in the event of default, the liquidation value of the underlying assets may be inadequate to pay any unpaid principal or interest. RISKS OF INSTRUMENTS THAT ALLOW FOR BALLOON PAYMENTS OR NEGATIVE AMORTIZATION PAYMENTS. Certain debt instruments allow for balloon payments or negative amortization payments. Such instruments permit the borrower to avoid paying currently a portion of the interest accruing on the instrument. While these features make the debt instrument more affordable to the borrower in the near term, they increase the risk that the borrower will be unable to make the resulting higher payment or payments that become due at the maturity of the loan. HIGH YIELD OR "JUNK" BOND RISK. Debt securities that are below investment grade, called "junk bonds," are speculative, have a higher risk of default or are already in default, tend to be less liquid and are more difficult to value than higher grade securities and may involve major risk of exposure to adverse conditions and negative sentiments. These securities have a higher risk of issuer default because, among other reasons, issuers of junk bonds often have more debt in relation to total capitalization than issuers of investment grade securities. Junk bonds tend to be volatile and more susceptible to adverse events and negative sentiments. These risks are more pronounced for securities that are already in default. Changes in economic conditions or developments regarding the individual issuer are more likely to cause price volatility and weaken the capacity of such securities to make principal and interest payments than is the case for higher grade debt securities. The value of lower-quality debt securities often fluctuates in response to company, political, or economic developments and can decline significantly over short as well as long periods of time or during periods of general or regional economic difficulty. Junk bonds may also be less liquid than higher-rated securities, which means that the fund may have difficulty selling them at times, and it may have to apply a greater degree of judgment in establishing a price for purposes of valuing fund shares. Junk bonds 69 More on the risks of investing in a fund generally are issued by less creditworthy issuers. Issuers of junk bonds may have a larger amount of outstanding debt relative to their assets than issuers of investment grade bonds. In the event of an issuer's bankruptcy, claims of other creditors may have priority over the claims of junk bond holders, leaving few or no assets available to repay junk bond holders. The fund may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting issuer. Junk bonds frequently have redemption features that permit an issuer to repurchase the security from the fund before it matures. If the issuer redeems junk bonds, the fund may have to invest the proceeds in bonds with lower yields and may lose income. RISKS OF INVESTING IN FLOATING RATE LOANS. Floating rate loans and similar investments may be illiquid or less liquid than other investments and difficult to value. The value of collateral, if any, securing a floating rate loan can decline or may be insufficient to meet the issuer's obligations or may be difficult to liquidate. In the event of a default, the fund may have difficulty collecting on any collateral and would not have the ability to collect on any collateral for an uncollateralized loan. Further, the fund's access to collateral, if any, may be limited by bankruptcy law. Market quotations for these securities may be volatile and/or subject to large spreads between bid and ask prices. No active trading market may exist for many floating rate loans, and many loans are subject to restrictions on resale. Any secondary market may be subject to irregular trading activity and extended trade settlement periods. In particular, loans may take longer than seven days to settle, potentially leading to the sale proceeds of loans not being available to meet redemptions for a substantial period of time after the sale of the loans. To the extent that sale proceeds of loans are not available, the fund may sell securities that have shorter settlement periods or may access other sources of liquidity to meet redemption requests. An economic downturn generally leads to a higher non-payment rate, and a loan may lose significant value before a default occurs. There is less readily available, reliable information about most floating rate loans than is the case for many other types of securities. Normally, Pioneer will seek to avoid receiving material, non-public information about the issuer of a loan either held by, or considered for investment by, the fund, and this decision could adversely affect the fund's investment performance. Loans may not be considered "securities," and purchasers, such as the fund, therefore may not be entitled to rely on the anti-fraud protections afforded by federal securities laws. 70 RISKS OF INVESTING IN INSURANCE-LINKED SECURITIES. The return of principal and the payment of interest on "event-linked" bonds and other insurance-linked securities are contingent on the non-occurrence of a pre-defined "trigger" event, such as a hurricane or an earthquake of a specific magnitude or other event that leads to physical or economic loss. If a trigger event, as defined within the terms of an event-linked bond, involves losses or other metrics exceeding a specific magnitude in the geographic region and time period specified, the fund may lose a portion or all of its accrued interest and/or principal invested in the event-linked bond. In addition to the specified trigger events, event-linked bonds may expose the fund to other risks, including but not limited to issuer (credit) default, adverse regulatory or jurisdictional interpretations and adverse tax consequences. Event-linked bonds are also subject to the risk that the model used to calculate the probability of a trigger event was not accurate and underestimated the likelihood of a trigger event. Insurance-linked securities may provide for extensions of maturity in order to process and audit loss claims in those cases when a trigger event has, or possibly has, occurred. Upon the occurrence or possible occurrence of a trigger event, and until the completion of the processing and auditing of applicable loss claims, the fund's investment in an event-linked bond or other insurance-linked security may be priced using fair value methods. Lack of a liquid market may impose the risk of higher transaction costs and the possibility that the fund may be forced to liquidate positions when it would not be advantageous to do so. Certain insurance-linked securities represent interests in baskets of underlying reinsurance contracts. The fund has limited transparency into the individual contracts underlying such securities and therefore must rely on the risk assessment and sound underwriting practices of the issuer. Certain insurance-linked securities may be difficult to value. RISKS OF SUBORDINATED SECURITIES. A holder of securities that are subordinated or "junior" to more senior securities of an issuer is entitled to payment after holders of more senior securities of the issuer. Subordinated securities are more likely to suffer a credit loss than non-subordinated securities of the same issuer, any loss incurred by the subordinated securities is likely to be proportionately greater, and any recovery of interest or principal may take more time. If there is a default, bankruptcy or liquidation of the issuer, most subordinated securities are paid only if sufficient assets remain after payment of the issuer's non-subordinated securities. As a result, even a perceived decline in creditworthiness of the issuer is likely to have a greater impact on subordinated securities. 71 More on the risks of investing in a fund INFLATION-LINKED SECURITY RISK. Unlike a conventional bond, whose issuer makes regular fixed interest payments and repays the face value of the bond at maturity, an inflation-indexed security provides principal payments and interest payments, both of which are adjusted over time to reflect a rise (inflation) or a drop (deflation) in the general price level. The inflation index generally used is a non-seasonally adjusted index, which is not statistically smoothed to overcome highs and lows observed at different points each year. The use of a non-seasonally adjusted index can cause the fund's income level to fluctuate. As inflationary expectations increase, inflation-linked securities will become more attractive, because they protect future interest payments against inflation. Conversely, as inflationary concerns decrease, inflation-linked securities will become less attractive and less valuable. The inflation index used may not accurately measure the real rate of inflation. Inflation-linked securities may lose value or interest payments on such securities may decline in the event that the actual rate of inflation is different than the rate of the inflation index, and losses may exceed those experienced by other debt securities with similar durations. The values of inflation-linked securities may not be directly correlated to changes in interest rates, for example if interest rates rise for reasons other than inflation. RISKS OF ZERO-COUPON BONDS, PAYMENT IN KIND, DEFERRED AND CONTINGENT PAYMENT SECURITIES. Zero coupon bonds (which do not pay interest until maturity) and payment in kind securities (which pay interest in the form of additional securities) may be more speculative and may fluctuate more in value than securities which pay income periodically and in cash. These securities are more likely to respond to changes in interest rates than interest-bearing securities having similar maturities and credit quality. These securities are more sensitive to the credit quality of the underlying issuer. Payment in kind securities may be difficult to value because their continuing accruals require judgments about the collectability of the deferred payments and the value of any collateral. Deferred interest securities are obligations that generally provide for a period of delay before the regular payment of interest begins and are issued at a significant discount from face value. The interest rate on contingent payment securities is determined by the outcome of an event, such as the performance of a financial index. If the financial index does not increase by a prescribed amount, the fund may receive no interest. 72 Unlike bonds that pay interest throughout the period to maturity, the fund generally will realize no cash until maturity and, if the issuer defaults, the fund may obtain no return at all on its investment. In addition, although the fund receives no periodic cash payments on such securities, the fund is deemed for tax purposes to receive income from such securities, which applicable tax rules require the fund to distribute to shareholders. Such distributions may be taxable when distributed to shareholders and, in addition, could reduce the fund's reserve position and require the fund to sell securities and incur a gain or loss at a time it may not otherwise want in order to provide the cash necessary for these distributions. 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 o Withholding and other non-U.S. taxes may decrease the fund's return. The 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 73 More on the risks of investing in a fund 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. A number of countries in Europe have suffered terror attacks, and additional attacks may occur in the future. In addition, voters in the United Kingdom have approved withdrawal from the EU. 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 Additional risks of investing in emerging markets include: o The extent of economic development, political stability, market depth, infrastructure, capitalization and regulatory oversight can be less than in more developed markets o Emerging market countries may experience rising interest rates, or, more significantly, rapid inflation or hyperinflation o The fund could experience a loss from settlement and custody practices in some emerging markets o The possibility that a counterparty may not complete a currency or securities transaction o Low trading volumes may result in a lack of liquidity, and in extreme price volatility 74 o Current and any future sanctions or other government actions against Russia could negatively impact the fund's investments in securities issued by Russian issuers or economically tied to Russian markets o China and other developing market Asia-Pacific countries may be subject to considerable degrees of economic, political and social instability CURRENCY RISK. Because the fund may invest in non-U.S. currencies, securities denominated in non-U.S. currencies, and other currency-related investments, the fund is subject to currency risk, meaning that the fund could experience losses based on changes in the exchange rate between non-U.S. currencies and the U.S. dollar or as a result of currency conversion costs. Currency exchange rates can be volatile, and are affected by factors such as general economic conditions, the actions of the U.S. and foreign governments or central banks, the imposition of currency controls and speculation. FORWARD FOREIGN CURRENCY TRANSACTIONS RISK. To the extent that the fund enters into forward foreign currency transactions, it may not fully benefit from or may lose money on the transactions if changes in currency rates do not occur as anticipated or do not correspond accurately to changes in the value of the fund's holdings, or if the counterparty defaults. Such transactions may also prevent the fund from realizing profits on favorable movements in exchange rates. Risk of counterparty default is greater for counterparties located in emerging markets. The fund's ability to use forward foreign currency transactions successfully depends on a number of factors, including the forward foreign currency transactions being available at prices that are not too costly, the availability of liquid markets, and Pioneer's judgment regarding the direction of changes in currency exchange rates. COMMODITY INVESTMENTS RISK. Certain underlying funds may invest directly or indirectly in commodities. Exposure to the commodities markets may subject the fund to greater volatility than investments in other securities. The value of commodity-linked notes and other commodity-linked derivatives may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments. The prices of energy, industrial metals, precious metals, agriculture and livestock sector commodities may fluctuate widely and rapidly due to factors such as changes in value, supply and demand and governmental regulatory policies. Commodity-related investments may be more volatile and less liquid than the underlying commodities, instruments or measures, which 75 More on the risks of investing in a fund may make it difficult for such investments to be sold at a price acceptable to the adviser or to accurately value them. Commodity-related investments are subject to the credit risks associated with the issuer, and their values may decline substantially if the issuer's creditworthiness deteriorates. As a result, returns of commodity-linked investments may deviate significantly from the return of the underlying commodity, instruments or measures. The portfolio may receive lower interest payments (or not receive any of the interest due) on an investment in a commodity-linked note if there is a loss of value of the underlying investment. Further, to the extent that the amount of principal to be repaid upon maturity is limited to the value of a particular commodity, commodity index or other economic variable, the portfolio might not receive a portion (or any) of the principal at maturity of the investment or upon earlier exchange. DERIVATIVES RISK. Using swaps, futures, 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. Using 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. 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. The 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 76 to derivatives in general or are invested in just one or a few types of derivatives.Investments by the fund in structured securities, a type of derivative, raise certain tax, legal, regulatory and accounting issues that may not be presented by direct investments in securities. These issues could be resolved in a manner that could hurt the performance of the fund. Swap agreements and options to enter into swap agreements ("swaptions") tend to shift the fund's investment exposure from one type of investment to another. For example, the fund may enter into interest rate swaps, which involve the exchange of interest payments by the fund with another party, such as the exchange of floating rate payments for fixed interest payments with respect to a notional amount of principal. If an interest rate swap intended to be used as a hedge negates a favorable interest rate movement, the investment performance of the fund would be less than it would have been if the fund had not entered into the interest rate swap. 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. The ultimate impact of the regulations remains unclear. Additional regulation of derivatives may make derivatives more costly, may limit their availability or utility or otherwise adversely affect their performance, or may disrupt markets. The 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. In addition, the SEC has proposed a new rule that would change the regulation of the use of derivatives by registered investment companies, such as the fund. If the proposed rule takes effect, it could limit the ability of the fund to invest in derivatives. 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. 77 More on the risks of investing in a fund CREDIT DEFAULT SWAP RISK. Credit default swap contracts, a type of derivative instrument, involve heightened risks and may result in losses to the fund. Credit default swaps may in some cases be illiquid and difficult to value, and they increase credit risk since the fund has exposure to both the issuer of the referenced obligation and the counterparty to the credit default swap. If the fund buys a credit default swap, it will be subject to the risk that the credit default swap may expire worthless, as the credit default swap would only generate income in the event of a default on the underlying debt security or other specified event. As a buyer, the fund would also be subject to credit risk relating to the seller's payment of its obligations in the event of a default (or similar event). If the fund sells a credit default swap, it will be exposed to the credit risk of the issuer of the obligation to which the credit default swap relates. As a seller, the fund would also be subject to leverage risk, because it would be liable for the full notional amount of the swap in the event of default (or similar event). Swaps may be difficult to unwind or terminate. Certain index-based credit default swaps are structured in tranches, whereby junior tranches assume greater default risk than senior tranches. The absence of a central exchange or market for swap transactions may lead, in some instances, to difficulties in trading and valuation, especially in the event of market disruptions. New regulations require many kinds of swaps to be executed through a centralized exchange or regulated facility and be cleared through a regulated clearinghouse. Although this clearing mechanism is generally expected to reduce counterparty credit risk, it may disrupt or limit the swap market and may not result in swaps being easier to trade or value. As swaps become more standardized, 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. In a cleared swap, a central clearing organization will be the counterparty to the transaction. The fund will assume the risk that the clearinghouse may be unable to perform its obligations. 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 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. 78 This may cause the fund to lose money. The new regulations may make using swaps more costly, may limit their availability, or may otherwise adversely affect their value or performance. RISKS OF INVESTING IN INVERSE FLOATING RATE OBLIGATIONS. The interest rate on inverse floating rate obligations will generally decrease as short-term interest rates increase, and increase as short-term rates decrease. Due to their leveraged structure, the sensitivity of the market value of an inverse floating rate obligation to changes in interest rates is generally greater than a comparable long-term bond issued by the same issuer and with similar credit quality, redemption and maturity provisions. Inverse floating rate obligations may be volatile and involve leverage risk. SHORT POSITION RISK. Taking short positions involves leverage of the fund's assets and presents various risks. If the price of the instrument or market on which the fund has taken a short position increases, then the fund will incur a loss. Because of leverage, taking short positions involves the risk that losses may be exaggerated, potentially more than the actual cost of the investment. Unlike purchasing a financial instrument like a stock, where potential losses are limited to the purchase price and there is no upside limit on potential gain, short sales involve no cap on maximum losses. Also, there is the risk that a counterparty may fail to perform the terms of the arrangement, causing a loss to the fund. In the short sale of an instrument, the fund must first borrow the instrument from a lender, such as a broker or other institution. The fund may not always be able to borrow the instrument at a particular time or at an acceptable price. Thus, there is risk that the fund may be unable to implement its investment strategy due to the lack of available financial instruments or for other reasons. 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. REPURCHASE AGREEMENT RISK. In the event that the other party to a repurchase agreement defaults on its obligations, the fund may encounter delay and incur costs before being able to sell the security. Such a delay may involve 79 More on the risks of investing in a fund loss of interest or a decline in price of the security. In addition, if the fund is characterized by a court as an unsecured creditor, it would be at risk of losing some or all of the principal and interest involved in the transaction. 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 last valuation of the investment, and such differences could be significant, particularly for illiquid securities and 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. Fixed income securities are typically valued using fair value methodologies. The 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. 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 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. 80 NON-DIVERSIFICATION RISK. To the extent an underlying fund is not diversified, the underlying fund can invest a higher percentage of its assets in the securities of any one or more issuers than a diversified fund. Being non-diversified may magnify the fund's and the underlying fund's losses from adverse events affecting a particular issuer. 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 taxable shareowners to incur a higher level of taxable income or capital gains. 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. To 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 objectives. 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 the expenses of underlying funds increase or 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 funds' policies and procedures with respect to disclosure of the funds' securities are described in the statement of additional information. 81 Management INVESTMENT ADVISER Pioneer, the funds' investment adviser, selects the funds' investments and oversees the funds' operations. Pioneer is an indirect, wholly owned subsidiary of UniCredit S.p.A., one of the largest banking groups in Italy. Pioneer is part of the global asset management group providing investment management and financial services to mutual funds, institutional and other clients. As of September 30, 2016, assets under management were approximately $252 billion worldwide, including over $68 billion in assets under management by Pioneer (and its U.S. affiliates). 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. Pioneer has received an order from the Securities and Exchange Commission that permits Pioneer, subject to the approval of the fund's Board of Trustees, to hire and terminate a subadviser that is not affiliated with Pioneer (an "unaffiliated subadviser") or to materially modify an existing subadvisory contract with an unaffiliated subadviser for the fund without shareholder approval. Pioneer retains the ultimate responsibility to oversee and recommend the hiring, termination and replacement of any unaffiliated subadviser. PORTFOLIO MANAGEMENT The following members of Pioneer's fund-of-funds team serve as each fund's portfolio managers: John O'Toole is the Head of Multi-Asset Fund Solutions at Pioneer. Mr. O'Toole is responsible for the management of asset allocation portfolios and the full range of multi-asset products (fund of funds, segregated accounts and unit-linked). Pioneer's Multi-Asset Fund Solutions team is responsible for strategy selection across all asset classes, as well as manager appraisal and selection in the construction of multi-asset and multi-manager portfolios. Mr. O'Toole joined Pioneer in 2005. Mr. O'Toole has worked in the investment industry since 1995. Mr. O'Toole has been a portfolio manager of each fund since November 2014. Paul Weber leads Pioneer's Fund Research and Manager Selection team. Prior to joining the team in 2004, Mr. Weber worked on special projects with Pioneer's Portfolio Analytics team. Mr. Weber's primary areas of coverage include equity strategies in Japan as well as global asset allocation strategies. 82 Mr. Weber has a secondary focus on global bonds, European and Asian equity strategies. Mr. Weber joined Pioneer in 2002. Mr. Weber has been a portfolio manager of each fund since November 2014. Salvatore Buono is Head of Strategy Alignment and Structured Products within Pioneer's Multi-Asset Fund Solutions team. In his role, he has oversight of portfolio positioning ensuring alignment of investment strategies across a broad range of products. Mr. Buono also oversees the trade management process, including liquidity and risk assessments for all proposed investment strategies. Mr. Buono joined Pioneer in 2008. Mr. Buono has been a portfolio manager of each fund since November 2014. The funds' 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 funds. MANAGEMENT FEE Each fund pays Pioneer a fee for managing the fund and to cover the cost of providing certain services to the fund. Pioneer's annual fee for each fund is equal to: 0.13% of the fund's average daily net assets, up to $2.5 billion; 0.11% of the fund's average daily net assets, from over $2.5 billion up to $4 billion; 0.10% of the fund's average daily net assets, from over $4 billion up to $5.5 billion; 0.08% of the fund's average daily net assets, over $5.5 billion. For the fiscal year ended July 31, 2016, each fund paid management fees equal to 0.13% of the fund's average daily net assets, after fee waivers and/or reimbursements. A discussion regarding the basis for the Board of Trustees' approval of the funds' management contract is available in the funds' semiannual report to shareholders for the period ended January 31, 2016. DISTRIBUTOR Pioneer Funds Distributor, Inc. is the fund's distributor. The fund compensates the distributor for its services. The distributor is an affiliate of Pioneer. 83 Pricing of shares NET ASSET VALUE Each fund's net asset value is the value of its securities plus any other assets minus its accrued operating expenses and other liabilities. Each 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, each 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.pioneerinvestments.com. Each 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. Each fund may use a fair value model developed by an independent pricing service to value non-U.S. equity securities. Each fund generally values debt securities and certain derivative instruments by using the prices supplied by independent third party pricing services. A 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. A 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. 84 To the extent that each fund invests in shares of other mutual funds that are not traded on an exchange, such shares of other mutual 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 a 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 each 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 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 Pioneer to be unreliable, each fund uses fair value methods to value its securities pursuant to procedures adopted by the Board of Trustees. Each 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 each fund's net asset value is calculated. Because each 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 - each 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 each 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. 85 Choosing a class of shares Each fund offers four 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 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. For information on the fund's expenses, please see "Fund Summary." 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. 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 Does not convert to another share class. o Maximum purchase amount (per transaction) of $499,999. CLASS R SHARES o No initial or contingent deferred sales charge. 86 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. o Initial investments are subject to a $5 million investment minimum, which may be waived in some circumstances. SHARE CLASS ELIGIBILITY 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. 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). 87 Distribution and service arrangements DISTRIBUTION PLAN Each 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, each 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 a fund, 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. 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 a fund's shares. Financial intermediaries include broker-dealers, banks (including bank trust departments), registered investment advisers, financial planners, retirement plan administrators and other types of intermediaries. Pioneer 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 a fund, or from the retention of a portion of sales charges or distribution and service fees. 88 Pioneer may base these payments on a variety of criteria, including the amount of sales or assets of the Pioneer funds attributable to the financial intermediary or as a per transaction fee. Not all financial intermediaries receive additional compensation and the amount of compensation paid varies for each financial intermediary. In certain cases, these payments may be significant. Pioneer determines which firms to support and the extent of the payments it is willing to make, generally choosing firms that have a strong capability to effectively distribute shares of the Pioneer funds and that are willing to cooperate with Pioneer's promotional efforts. Pioneer also may compensate financial intermediaries (in addition to amounts that may be paid by a fund) for providing certain administrative services and transaction processing services. Pioneer may benefit from revenue sharing if the intermediary features the Pioneer funds in its sales system (such as by placing certain Pioneer funds on its preferred fund list or giving access on a preferential basis to members of the financial intermediary's sales force or management). In addition, the financial intermediary may agree to participate in the distributor's marketing efforts (such as by helping to facilitate or provide financial assistance for conferences, seminars or other programs at which Pioneer personnel may make presentations on the Pioneer funds to the intermediary's sales force). To the extent intermediaries sell more shares of the Pioneer funds or retain shares of the Pioneer funds in their clients' accounts, Pioneer receives greater management and other fees due to the increase in the Pioneer funds' assets. The intermediary may earn a profit on these payments if the amount of the payment to the intermediary exceeds the intermediary's costs. The compensation that Pioneer pays to financial intermediaries is discussed in more detail in the fund's statement of additional information. Your intermediary may charge you additional fees or commissions other than those disclosed in this prospectus. Intermediaries may categorize and disclose these arrangements differently than in the discussion above and in the statement of additional information. You can ask your financial intermediary about any payments it receives from Pioneer or the Pioneer funds, as well as about fees and/or commissions it charges. Pioneer and its affiliates may have other relationships with your financial intermediary relating to the provision of services to the Pioneer funds, such as providing omnibus account services or effecting portfolio transactions for the Pioneer funds. If your intermediary provides these services, Pioneer 89 Distribution and service arrangements or the Pioneer funds may compensate the intermediary for these services. In addition, your intermediary may have other relationships with Pioneer or its affiliates that are not related to the Pioneer funds. 90 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 You may qualify for a reduced Class A sales charge if you own or are purchasing shares of Pioneer mutual funds. The investment levels required to obtain a reduced sales charge are commonly referred to as "breakpoints." Pioneer offers two principal means of taking advantage of breakpoints in sales charges for aggregate purchases of Class A shares of the Pioneer funds over time if: o The amount of shares you own of the Pioneer funds plus the amount you are investing now is at least $50,000 (Rights of accumulation) o You plan to invest at least $50,000 over the next 13 months (Letter of intent) 91 Sales charges RIGHTS OF ACCUMULATION If you qualify for rights of accumulation, your sales charge will be based on the combined value (at the current offering price) of all your Pioneer mutual fund shares, the shares of your spouse and the shares of any children under the age of 21. LETTER OF INTENT You can use a letter of intent to qualify for reduced sales charges in two situations: o If you plan to invest at least $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. Any share class for which no sales charge is paid cannot be included under the letter of intent. For more information regarding letters of intent, please contact your investment professional or obtain and read the statement of additional information. 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. 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 92 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 Pioneer or an affiliate. You can locate information regarding the reduction or waiver of sales charges, in a clear and prominent format and free of charge, on Pioneer's website at us.pioneerinvestments.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 Pioneer and its affiliates (at the time of initial share purchase); o Directors, officers, employees or sales representatives of any subadviser or a predecessor adviser (or their affiliates) to any investment company for which Pioneer serves as investment adviser (at the time of initial share purchase); o Officers, partners, employees or registered representatives of broker-dealers (at the time of initial share purchase) which have entered into sales agreements with the distributor; o Employees of 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; 93 Sales charges o Any trust, custodian, pension, profit sharing or other benefit plan of the foregoing persons; o Insurance company separate accounts; o Certain wrap accounts for the benefit of clients of investment professionals or other financial intermediaries adhering to standards established by the distributor; o Other funds and accounts for which Pioneer or any of its affiliates 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 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; and 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. In addition, Class A shares may be purchased at net asset value through certain mutual fund programs sponsored by qualified intermediaries, such as broker-dealers and investment advisers. In each case, the intermediary has entered into an agreement with Pioneer to include the Pioneer funds in 94 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 Pioneer on or before March 31, 2004). 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. 95 Sales charges 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) 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: - 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); 96 - It is rolled over to or reinvested in another Pioneer mutual fund in the same class of shares, which will be subject to the CDSC of the shares originally held; or - It is in the form of a loan to a participant in a plan that permits loans (each repayment applied to the purchase of shares will be subject to a CDSC as though a new purchase); o The distribution is to a participant in an employer-sponsored retirement plan described under Section 401(a) of the Internal Revenue Code or to a participant in an employer-sponsored 403(b) plan or employer-sponsored 457 plan if (i) your employer has made special arrangements for your plan to operate as a group through a single broker, dealer or financial 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; or 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. 97 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 55014 Boston, Massachusetts 02205-5014 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 98 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 99 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 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. Each fund may waive the initial or subsequent investment minimums. Minimum investment amounts may be waived for, among other things, share purchases made through certain mutual fund programs (e.g., asset based fee program accounts) sponsored by qualified intermediaries, such as broker-dealers and investment advisers, that have entered into an agreement with Pioneer. 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. This amount may be invested in one or more of the Pioneer mutual funds that currently offer Class Y shares. There is no minimum additional investment amount. Each fund may waive the initial investment amount. 100 WAIVERS OF THE MINIMUM INVESTMENT AMOUNT FOR CLASS Y Each fund will accept an initial investment of less than $5 million if: (a) The investment is made by a trust company or bank trust department which is initially investing at least $1 million in any of the Pioneer mutual funds and, at the time of the purchase, such assets are held in a fiduciary, advisory, custodial or similar capacity over which the trust company or bank trust department has full or shared investment discretion; or (b) The investment is at least $1 million in any of the Pioneer mutual funds and the purchaser is an insurance company separate account; or (c) The account is not represented by a broker-dealer and the investment is made by (1) an ERISA-qualified retirement plan that meets the requirements of Section 401 of the Internal Revenue Code, (2) an employer-sponsored retirement plan that meets the requirements of Sections 403 or 457 of the Internal Revenue Code, (3) a private foundation that meets the requirements of Section 501(c)(3) of the Internal Revenue Code or (4) an endowment or other organization that meets the requirements of Section 509(a)(1) of the Internal Revenue Code; or (d) The investment is made by an employer-sponsored retirement plan established for the benefit of (1) employees of Pioneer or its affiliates, or (2) employees or the affiliates of broker-dealers who have a Class Y shares sales agreement with the distributor; or (e) The investment is made through certain mutual fund programs sponsored by qualified intermediaries, such as broker-dealers and investment advisers. In each case, the intermediary has entered into an agreement with Pioneer to include Class Y shares of the Pioneer mutual funds in their program. The intermediary provides investors participating in the program with additional services, including advisory, asset allocation, recordkeeping or other services. You should ask your investment firm if it offers and you are eligible to participate in such a mutual fund program and whether participation in the program is consistent with your investment goals. The intermediaries sponsoring or participating in these mutual fund programs may also offer their clients other classes of shares of the funds and investors may receive different levels of services or pay different fees depending upon the class of shares 101 Buying, exchanging and selling shares included in the program. Investors should consider carefully any separate transaction and other fees charged by these programs in connection with investing in each available share class before selecting a share class; or (f) The investment is made by another Pioneer fund. Each 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 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 a Pioneer retirement plan. You can obtain retirement plan applications from your investment firm or by calling the Retirement Plans Department at 1-800-622-0176. 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 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: 102 o You established your bank account of record at least 30 days ago o Your bank information has not changed for at least 30 days o You are not purchasing more than $100,000 worth of shares per account per day o You can provide the proper account identification information When you request a telephone or online purchase, the 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. It 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 Y SHARES ONLY) If you have an existing (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 103 Buying, exchanging and selling shares 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. Pioneer Solutions - Conservative Fund/Balanced Fund/Growth 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. Each 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 a fund's Class Y shares. 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. 104 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. 105 Buying, exchanging and selling shares If the shares you are selling are subject to a deferred sales charge, it will be deducted from the sale proceeds. The fund generally will send your sale proceeds by check, bank wire or electronic funds transfer. Normally you will be paid within seven days. If you recently sent a check to purchase the shares being sold, the fund may delay payment of the sale proceeds until your check has cleared. This may take up to 10 calendar days from the purchase date. If you are selling shares from a non-retirement account or certain IRAs, you may use any of the methods described below. If you are selling shares from a retirement account other than an IRA, you must make your request in writing. You 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. 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. CONSULT YOUR INVESTMENT PROFESSIONAL FOR MORE INFORMATION. Each 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 106 o By bank wire or by electronic funds transfer, provided the sale proceeds are being sent to your bank address of record 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 55014 Boston, Massachusetts 02205-5014 107 Buying, exchanging and selling shares PIONEER WEBSITE us.pioneerinvestments.com BY FAX Fax your exchange and sale requests to: 1-800-225-4240 108 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.pioneerinvestments.com To use online transactions, you must read and agree to the terms of an online transaction agreement available on the Pioneer website. When you or your investment firm requests an online transaction, the 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. 109 Account options AUTOMATIC INVESTMENT PLANS You can make regular periodic investments in the fund by setting up monthly bank drafts, government allotments, payroll deductions, a Pioneer Investomatic Plan and other similar automatic investment plans. Automatic investments may be made only through U.S. banks. You may use an automatic 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 an automatic investment plan. PIONEER INVESTOMATIC PLAN If you establish a Pioneer Investomatic Plan, 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 Each 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. 110 (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. 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 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) 111 Account options 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. 112 Shareholder services and policies EXCESSIVE TRADING Frequent trading into and out of a 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. Each fund discourages, and does not take any intentional action to accommodate, excessive and short-term trading practices, such as market timing. Although there is no generally applied standard in the marketplace as to what level of trading activity is excessive, we may consider trading in the fund's shares to be excessive for a variety of reasons, such as if: o You sell shares within a short period of time after the shares were purchased; o You make two or more purchases and redemptions within a short period of time; o You enter into a series of transactions that indicate a timing pattern or strategy; or o We reasonably believe that you have engaged in such practices in connection with other mutual funds. Each 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, 113 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. Each fund may reject a purchase or exchange order before its acceptance or the issuance of shares. Each 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 a fund believes are requested on behalf of market timers. Each fund reserves the right to reject any purchase or exchange request by any investor or financial institution if the fund believes that any combination of trading activity in the account or related accounts is potentially disruptive to the fund. A prospective investor whose purchase or exchange order is rejected will not achieve the investment results, whether gain or loss, that would have been realized if the order had been accepted and an investment made in the fund. A fund and its shareholders do not incur any gain or loss as a result of a rejected order. Each fund may impose further restrictions on trading activities by market timers in the future. To limit the negative effects of excessive trading on a fund, each 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 a 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 a 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. 114 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 a fund provided that Pioneer, in its sole discretion, determines that the securities are consistent with the fund's objectives 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 115 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. PIONEER WEBSITE US.PIONEERINVESTMENTS.COM The website includes a full selection of information on mutual fund investing. You can also use the website to get: o Your current account information o Prices, returns and yields of all publicly available Pioneer mutual funds o Prospectuses, statements of additional information and shareowner reports for all the Pioneer mutual funds o A copy of Pioneer's privacy notice If you or your investment firm authorized your account for the online transaction privilege, you may buy, exchange and sell shares online. FACTFONE/SM/ 1-800-225-4321 You can use FactFone/SM/ to: o Obtain current information on your Pioneer mutual fund accounts o Inquire about the prices 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, Pioneer may send a single proxy statement, prospectus and shareowner report to your residence for you and any other member of your household who has an account with the fund. If you wish to revoke your consent to this practice, you may do so by notifying Pioneer, by phone or in writing (see "How to contact us"). Pioneer will begin mailing separate proxy statements, prospectuses and shareowner reports to you within 30 days after receiving your notice. 116 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 Each fund has a policy designed to protect the privacy of your personal information. A copy of Pioneer's privacy notice was given to you at the time you opened your account. The fund will send you a copy of the privacy notice each year. You may also obtain the privacy notice by calling the fund or through 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. A medallion signature guarantee may be obtained from a domestic bank or trust company, broker, dealer, clearing agency, savings association, or other financial institution that is participating in a medallion program recognized by the Securities Transfer Association. Signature guarantees from financial 117 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 Each fund requires that you maintain a minimum account value of $500. If you hold less than $500 in your account, each 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.pioneerinvestments.com during times of market volatility or disruption in telephone or Internet service. On New York Stock Exchange holidays or on days when the exchange closes early, Pioneer will adjust the hours for the telephone center and for online transaction processing accordingly. If you are unable to access us.pioneerinvestments.com or reach the fund by telephone, you should communicate with the fund in writing. SHARE CERTIFICATES The fund does not offer share certificates. Shares are electronically recorded. OTHER POLICIES Each 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 Each fund reserves the right to: o suspend or postpone transactions in shares on any day when trading on the New York Stock Exchange is closed or restricted, or when the Securities 118 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 o redeem in kind, generally by delivering to you a proportionate share of the portfolio securities owned by the fund rather than cash. Securities you receive this way may increase or decrease in value while you hold them and you may incur brokerage and transaction charges and tax liability when you convert the securities to cash. The fund may redeem in kind at a shareholder's request or if, for example, the fund reasonably believes that a cash redemption would negatively affect the fund's operation or performance o charge transfer, shareholder servicing or similar agent fees, such as an account maintenance fee for small balance accounts, directly to accounts upon at least 30 days' notice. The fund may do this by deducting the fee from your distribution of dividends and/or by redeeming fund shares to the extent necessary to cover the fee o close your account after a period of inactivity, as determined by state law, and transfer your shares to the appropriate state 119 Dividends, capital gains and taxes DIVIDENDS AND CAPITAL GAINS Each fund generally pays any distributions of net short- and long-term capital gains in December. Each fund generally pays dividends from any net investment income in December. Each 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 a 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 each fund, whether you take the distributions in cash or reinvest them in additional shares. For U.S. federal income tax purposes, distributions from each 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 each 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 a 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 to underlying funds 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 an underlying 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 funds (but none of the funds' capital gain distributions) may qualify for the dividends-received deduction for corporations. To the extent that a fund pays dividends attributable to income received by it from underlying fixed income funds, these dividends 120 generally will not qualify for the dividends-received deduction for corporations or for any favorable U.S. federal income tax rate available to noncorporate shareholders on qualified dividend income. Each fund will report to shareholders annually the U.S. federal income tax status of all fund distributions. If a 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. 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 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 a 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 28%. 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 121 Dividends, capital gains and taxes 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. Plan participants whose retirement plan invests in a 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. However, 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 a 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 each fund and its shareowners. 122 Financial highlights The financial highlights table helps you understand each fund's financial performance for the past five years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that you would have earned or lost on an investment in Class A, Class C, Class R and Class Y shares of each fund (assuming reinvestment of all dividends and distributions). The information below for the fiscal years ended July 31, 2014 through July 31, 2016 have been audited by Deloitte & Touche LLP, independent registered public accounting firm, whose report is included in the funds' annual report along with the funds' financial statements. This information below for each of the periods ended on or prior to July 31, 2013 was audited by another independent registered public accounting firm. The funds' annual report is incorporated by reference in the statement of additional information and is available upon request. 123 Financial highlights PIONEER SOLUTIONS - CONSERVATIVE FUND CLASS A SHARES
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED 7/31/16 7/31/15 7/31/14 7/31/13 7/31/12 ------------ ------------ ------------ ------------ ----------- Net asset value, beginning of year $ 11.78 $ 11.86 $ 11.42 $ 10.73 10.85 ------- ------- ------- ------- ----- Increase (decrease) from investment operations: Net investment income (a) $ 0.26 $ 0.30 $ 0.25 $ 0.28 $ 0.28 Net realized and unrealized gain (loss) on investments (0.21) (0.07) 0.55 0.64 (0.09) ------- ------- ------- ------- ------- Net increase (decrease) from investment operations $ 0.05 $ 0.23 $ 0.80 $ 0.92 $ 0.19 Distributions to shareowners: Net investment income $ (0.29) $ (0.31) $ (0.36) $ (0.23) $ (0.31) Net realized gain (1.13) - - - - ------- ------- ------- ------- ------- Total distributions to shareowners $ (1.42) $ (0.31) $ (0.36) $ (0.23) $ (0.31) ------- ------- ------- ------- ------- Net increase (decrease) in net asset value $ (1.37) $ (0.08) $ 0.44 $ 0.69 $ (0.12) ------- ------- ------- ------- ------- Net asset value, end of year $ 10.41 $ 11.78 $ 11.86 $ 11.42 $ 10.73 ------- ------- ------- ------- ------- Total return* 0.89% 2.01% 7.10% 8.72% 1.85% Ratio of net expenses to average net assets+ 0.70% 0.71% 0.76% 0.77% 0.78% Ratio of net investment income to average net assets+ 2.43% 2.53% 2.15% 2.51% 2.69% Portfolio turnover rate 23% 108% 12% 17% 20% Net assets, end of year (in thousands) $46,499 $48,721 $46,873 $44,239 $42,613 Ratios with no waivers of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Total expenses to average net assets 0.86% 0.79% 0.76% 0.77% 0.82% Net investment income to average net assets 2.27% 2.45% 2.15% 2.51% 2.65%
(a) Calculated using average shares outstanding for the year. * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each year. + In addition to the expenses which the Fund bears directly, the Fund indirectly bears pro rata shares of the expenses of the funds in which the Fund invests. Because each of the underlying funds bears its own varying expense levels and because the Fund may own differing proportions of each fund at different times, the amount of expenses incurred indirectly by the Fund will vary from time to time. 124 PIONEER SOLUTIONS - CONSERVATIVE FUND CLASS C SHARES
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED 7/31/16 7/31/15 7/31/14 7/31/13 7/31/12 ------------ ------------ ------------ ------------ ----------- Net asset value, beginning of year $ 11.41 $ 11.51 $ 11.09 $ 10.44 $ 10.56 ------- ------- ------- ------- ------- Increase (decrease) from investment operations: Net investment income (a) $ 0.17 $ 0.19 $ 0.16 $ 0.18 $ 0.20 Net realized and unrealized gain (loss) on investments (0.19) (0.06) 0.54 0.63 (0.09) ------- ------- ------- ------- ------- Net increase (decrease) from investment operations $ (0.02) $ 0.13 $ 0.70 $ 0.81 $ 0.11 Distributions to shareowners: Net investment income $ (0.20) $ (0.23) $ (0.28) $ (0.16) $ (0.23) Net realized gain (1.13) - - - - ------- ------- ------- ------- ------- Total distributions to shareowners $ (1.33) $ (0.23) $ (0.28) $ (0.16) $ (0.23) ------- ------- ------- ------- ------- Net increase (decrease) in net asset value $ (1.35) $ (0.10) $ 0.42 $ 0.65 $ (0.12) ------- ------- ------- ------- ------- Net asset value, end of year $ 10.06 $ 11.41 $ 11.51 $ 11.09 $ 10.44 ------- ------- ------- ------- ------- Total return* 0.18% 1.15% 6.42% 7.83% 1.16% Ratio of net expenses to average net assets+ 1.45% 1.45% 1.49% 1.51% 1.56% Ratio of net investment income to average net assets+ 1.69% 1.69% 1.40% 1.70% 1.91% Portfolio turnover rate 23% 108% 12% 17% 20% Net assets, end of year (in thousands) $17,586 $21,260 $22,290 $20,542 $16,257 Ratios with no waivers of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Total expenses to average net assets 1.59% 1.53% 1.49% 1.51% 1.56% Net investment income to average net assets 1.55% 1.61% 1.40% 1.70% 1.91%
(a) Calculated using average shares outstanding for the year. * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each year. + In addition to the expenses which the Fund bears directly, the Fund indirectly bears pro rata shares of the expenses of the funds in which the Fund invests. Because each of the underlying funds bears its own varying expense levels and because the Fund may own differing proportions of each fund at different times, the amount of expenses incurred indirectly by the Fund will vary from time to time. 125 Financial highlights PIONEER SOLUTIONS - CONSERVATIVE FUND CLASS R SHARES
YEAR ENDED 7/1/15 TO 7/31/16 7/31/15 ------------ -------------- Net asset value, beginning of year $ 11.78 $ 11.74 ------- ------- Increase (decrease) from investment operations: Net investment income (a) $ 0.25 $ 0.02 Net realized and unrealized gain (loss) on investments (0.22) 0.02 ------- ------- Net increase (decrease) from investment operations $ 0.03 $ 0.04 Distributions to shareowners: Net investment income $ (0.30) $ - Net realized gain (1.13) - ------- ------- Total distributions to shareowners $ (1.43) $ - ------- ------- Net increase (decrease) in net asset value $ (1.40) $ 0.04 ------- ------- Net asset value, end of year $ 10.38 $ 11.78 ------- ------- Total return* 0.66% 0.34%** Ratio of net expenses to average net assets+ 0.90% 0.93%*** Ratio of net investment income to average net assets+ 2.30% 1.58%*** Portfolio turnover rate 23% 108% Net assets, end of year (in thousands) $ 9 $ 10 Ratios with no waivers of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Total expenses to average net assets 1.50% 1.41%*** Net investment income to average net assets 1.70% 1.10%***
(a) Calculated using average shares outstanding for the year. * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each year. ** Not annualized. + In addition to the expenses which the Fund bears directly, the Fund indirectly bears pro rata shares of the expenses of the funds in which the Fund invests. Because each of the underlying funds bears its own varying expense levels and because the Fund may own differing proportions of each fund at different times, the amount of expenses incurred indirectly by the Fund will vary from time to time. *** Annualized. 126 PIONEER SOLUTIONS - CONSERVATIVE FUND CLASS Y SHARES
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED 7/31/16 7/31/15 7/31/14 7/31/13 7/31/12 ------------ ------------ ------------ ------------ ----------- Net asset value, beginning of year $ 11.18 $ 11.32 $ 10.86 $ 10.21 $10.41 ------- ------- ------- ------- ------ Increase (decrease) from investment operations: Net investment income (a) $ 0.24 $ 0.21 $ 0.24 $ 0.20 $ 0.13 Net realized and unrealized gain (loss) on investments (0.19) (0.01) 0.49 0.61 (0.10) ------- ------- ------- ------- ------ Net increase (decrease) from investment operations $ 0.05 $ 0.20 $ 0.73 $ 0.81 $ 0.03 Distributions to shareowners: Net investment income $ (0.27) $ (0.34) $ (0.27) $ (0.16) $(0.23) Net realized gain (1.13) - - - - ------- ------- ------- ------- ------ Total distributions to shareowners $ (1.40) $ (0.34) $ (0.27) $ (0.16) $(0.23) ------- ------- ------- ------- ------ Net increase (decrease) in net asset value $ (1.35) $ (0.14) $ 0.46 $ 0.65 $(0.20) ------- ------- ------- ------- ------ Net asset value, end of year $ 9.83 $ 11.18 $ 11.32 $ 10.86 $10.21 ------- ------- ------- ------- ------ Total return* 0.95% 1.81% 6.83% 8.00% 0.34% Ratio of net expenses to average net assets+ 0.65% 0.98% 0.98% 1.43% 2.26% Ratio of net investment income to average net assets+ 2.37% 1.84% 2.13% 1.88% 1.28% Portfolio turnover rate 23% 108% 12% 17% 20% Net assets, end of year (in thousands) $ 92 $ 181 $ 123 $ 141 $ 65 Ratios with no waivers of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Total expenses to average net assets 0.82% 0.98% 0.98% 1.43% 2.26% Net investment income to average net assets 2.19% 1.84% 2.13% 1.88% 1.28%
(a) Calculated using average shares outstanding for the year. * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each year. + In addition to the expenses which the Fund bears directly, the Fund indirectly bears pro rata shares of the expenses of the funds in which the Fund invests. Because each of the underlying funds bears its own varying expense levels and because the Fund may own differing proportions of each fund at different times, the amount of expenses incurred indirectly by the Fund will vary from time to time. 127 Financial highlights PIONEER SOLUTIONS - BALANCED FUND CLASS A SHARES
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED 7/31/16 7/31/15 7/31/14 7/31/13 7/31/12 ------------ ------------ ------------ ------------ ------------- Net asset value, beginning of year $ 12.78 $ 12.73 $ 11.72 $ 10.46 $ 10.74 -------- -------- -------- -------- -------- Increase (decrease) from investment operations: Net investment income (a) $ 0.20 $ 0.29 $ 0.19 $ 0.21 $ 0.18 Net realized and unrealized gain (loss) on investments (0.50) 0.12 1.03 1.27 (0.22) -------- -------- -------- -------- -------- Net increase (decrease) from investment operations $ (0.30) $ 0.41 $ 1.22 $ 1.48 $ (0.04) Distributions to shareowners: Net investment income $ (0.27) $ (0.36) $ (0.21) $ (0.22) $ (0.24) Net realized gain (0.86) - - - - -------- -------- -------- -------- -------- Total distributions to shareowners $ (1.13) $ (0.36) $ (0.21) $ (0.22) $ (0.24) -------- -------- -------- -------- -------- Net increase (decrease) in net asset value $ (1.43) $ 0.05 $ 1.01 $ 1.26 $ (0.28) -------- -------- -------- -------- -------- Net asset value, end of year $ 11.35 $ 12.78 $ 12.73 $ 11.72 $ 10.46 -------- -------- -------- -------- -------- Total return* (2.11)% 3.33% 10.48% 14.32% (0.27)% Ratio of net expenses to average net assets+ 0.67% 0.66% 0.64% 0.66% 0.72% Ratio of net investment income to average net assets+ 1.77% 2.25% 1.57% 1.85% 1.75% Portfolio turnover rate 16% 89% 10% 9% 9% Net assets, end of year (in thousands) $125,608 $140,863 $136,511 $128,425 $118,833 Ratios with no waivers of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Total expenses to average net assets 0.67% 0.66% 0.64% 0.66% 0.72% Net investment income to average net assets 1.77% 2.25% 1.57% 1.85% 1.75%
(a) Calculated using average shares outstanding for the year. * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each year. + In addition to the expenses which the Fund bears directly, the Fund indirectly bears pro rata shares of the expenses of the funds in which the Fund invests. Because each of the underlying funds bears its own varying expense levels and because the Fund may own differing proportions of each fund at different times, the amount of expenses incurred indirectly by the Fund will vary from time to time. 128 PIONEER SOLUTIONS - BALANCED FUND CLASS C SHARES
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED 7/31/16 7/31/15 7/31/14 7/31/13 7/31/12 ------------ ------------ ------------ ------------ ----------- Net asset value, beginning of year $ 11.84 $ 11.82 $ 10.92 $ 9.77 $ 10.07 ------- ------- ------- ------- ------- Increase (decrease) from investment operations: Net investment income (a) $ 0.12 $ 0.17 $ 0.09 $ 0.12 $ 0.10 Net realized and unrealized gain (loss) on investments (0.47) 0.14 0.96 1.19 (0.22) ------- ------- ------- ------- ------- Net increase (decrease) from investment operations $ (0.35) $ 0.31 $ 1.05 $ 1.31 $ (0.12) Distributions to shareowners: Net investment income $ (0.19) $ (0.29) $ (0.15) $ (0.16) $ (0.18) Net realized gain (0.86) - - - - ------- ------- ------- ------- ------- Total distributions to shareowners $ (1.05) $ (0.29) $ (0.15) $ (0.16) $ (0.18) ------- ------- ------- ------- ------- Net increase (decrease) in net asset value $ (1.40) $ 0.02 $ 0.90 $ 1.15 $ (0.30) ------- ------- ------- ------- ------- Net asset value, end of year $ 10.44 $ 11.84 $ 11.82 $ 10.92 $ 9.77 ------- ------- ------- ------- ------- Total return* (2.81)% 2.64% 9.70% 13.56% (1.08)% Ratio of net expenses to average net assets+ 1.37% 1.35% 1.33% 1.34% 1.41% Ratio of net investment income to average net assets+ 1.10% 1.44% 0.81% 1.15% 1.06% Portfolio turnover rate 16% 89% 10% 9% 9% Net assets, end of year (in thousands) $59,444 $74,720 $75,377 $64,989 $53,594 Ratios with no waivers of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Total expenses to average net assets 1.37% 1.35% 1.33% 1.34% 1.41% Net investment income to average net assets 1.10% 1.44% 1.44% 1.15% 1.06%
(a) Calculated using average shares outstanding for the year. * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each year. + In addition to the expenses which the Fund bears directly, the Fund indirectly bears pro rata shares of the expenses of the funds in which the Fund invests. Because each of the underlying funds bears its own varying expense levels and because the Fund may own differing proportions of each fund at different times, the amount of expenses incurred indirectly by the Fund will vary from time to time. 129 Financial highlights PIONEER SOLUTIONS - BALANCED FUND CLASS R SHARES
YEAR ENDED 7/1/15 TO 7/31/16 7/31/15 ------------ -------------- Net asset value, beginning of year $ 12.78 $ 12.74 ------- ------- Increase (decrease) from investment operations: Net investment income (a) $ 0.15 $ 0.01 Net realized and unrealized gain (loss) on investments (0.47) 0.03 ------- ------- Net increase (decrease) from investment operations $ (0.32) $ 0.04 Distributions to shareowners: Net investment income $ (0.30) $ - Net realized gain (0.86) - ------- ------- Total distributions to shareowners $ (1.16) $ - ------- ------- Net increase (decrease) in net asset value $ (1.48) $ 0.04 ------- ------- Net asset value, end of year $ 11.30 $ 12.78 ------- ------- Total return* (2.34)% 0.31%** Ratio of net expenses to average net assets+ 0.90% 0.93%*** Ratio of net investment income to average net assets+ 1.28% 0.66%*** Portfolio turnover rate 16% 89% Net assets, end of year (in thousands) $ 14 $ 10 Ratios with no waivers of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Total expenses to average net assets 1.58% 1.00%*** Net investment income to average net assets 0.60% 0.58%***
(a) Calculated using average shares outstanding for the year. * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each year. ** Not annualized. + In addition to the expenses which the Fund bears directly, the Fund indirectly bears pro rata shares of the expenses of the funds in which the Fund invests. Because each of the underlying funds bears its own varying expense levels and because the Fund may own differing proportions of each fund at different times, the amount of expenses incurred indirectly by the Fund will vary from time to time. *** Annualized. 130 PIONEER SOLUTIONS - BALANCED FUND CLASS Y SHARES
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED 7/31/16 7/31/15 7/31/14 7/31/13 7/31/12 ------------ ------------ ------------ ------------ --------------- Net asset value, beginning of year $ 12.94 $ 12.88 $ 11.86 $ 10.58 $ 10.88 ------- ------- ------- ------- ------- Increase (decrease) from investment operations: Net investment income (a) $ 0.26 $ 0.37 $ 0.23 $ 0.25 $ 0.22 Net realized and unrealized gain (loss) on investments (0.53) 0.09 1.03 1.28 (0.23) ------- ------- ------- ------- ------- Net increase (decrease) from investment operations $ (0.27) $ 0.46 $ 1.26 $ 1.53 $ (0.01) Distributions to shareowners: Net investment income $ (0.30) $ (0.40) $ (0.24) $ (0.25) $ (0.29) Net realized gain (0.86) - - - - ------- ------- ------- ------- ------- Total distributions to shareowners $ (1.16) $ (0.40) $ (0.24) $ (0.25) $ (0.29) ------- ------- ------- ------- ------- Net increase (decrease) in net asset value $ (1.43) $ 0.06 $ 1.02 $ 1.28 $ (0.30) ------- ------- ------- ------- ------- Net asset value, end of year $ 11.51 $ 12.94 $ 12.88 $ 11.86 $ 10.58 ------- ------- ------- ------- ------- Total return* (1.85)% 3.63% 10.68% 14.68% 0.00%(b) Ratio of net expenses to average net assets+ 0.40% 0.36% 0.40% 0.36% 0.38% Ratio of net investment income to average net assets+ 2.22% 2.92% 1.88% 2.26% 2.14% Portfolio turnover rate 16% 89% 10% 9% 9% Net assets, end of year (in thousands) $ 1,107 $ 1,165 $ 3,239 $ 4,134 $ 5,208 Ratios with no waivers of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Total expenses to average net assets 0.40% 0.36% 0.40% 0.36% 0.38% Net investment income to average net assets 2.22% 2.92% 1.88% 2.26% 2.14%
(a) Calculated using average shares outstanding for the year. (b) Amount rounds to less than 0.01%. * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each year. + In addition to the expenses which the Fund bears directly, the Fund indirectly bears pro rata shares of the expenses of the funds in which the Fund invests. Because each of the underlying funds bears its own varying expense levels and because the Fund may own differing proportions of each fund at different times, the amount of expenses incurred indirectly by the Fund will vary from time to time. 131 Financial highlights PIONEER SOLUTIONS - GROWTH FUND CLASS A SHARES
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED 7/31/16 7/31/15 7/31/14 7/31/13 7/31/12 ------------ ------------ ------------ ------------ ------------- Net asset value, beginning of year $ 13.84 $ 13.60 $ 12.32 $ 10.75 $ 11.09 -------- -------- -------- -------- -------- Increase (decrease) from investment operations: Net investment income (a) $ 0.13 $ 0.29 $ 0.16 $ 0.17 $ 0.14 Net realized and unrealized gain (loss) on investments (0.59) 0.38 1.31 1.57 (0.29) -------- -------- -------- -------- -------- Net increase (decrease) from investment operations $ (0.46) $ 0.67 $ 1.47 $ 1.74 $ (0.15) Distributions to shareowners: Net investment income $ (0.18) $ (0.43) $ (0.19) $ (0.17) $ (0.19) Net realized gain (0.84) - - - - -------- -------- -------- -------- -------- Total distributions to shareowners $ (1.02) $ (0.43) $ (0.19) $ (0.17) $ (0.19) -------- -------- -------- -------- -------- Net increase (decrease) in net asset value $ (1.48) $ 0.24 $ 1.28 $ 1.57 $ (0.34) -------- -------- -------- -------- -------- Net asset value, end of year $ 12.36 $ 13.84 $ 13.60 $ 12.32 $ 10.75 -------- -------- -------- -------- -------- Total return* (3.23)% 5.08% 11.96% 16.40% (1.31)% Ratio of net expenses to average net assets+ 0.65% 0.69% 0.68% 0.69% 0.76% Ratio of net investment income to average net assets+ 1.08% 2.15% 1.24% 1.50% 1.29% Portfolio turnover rate 10% 98% 8% 6% 7% Net assets, end of year (in thousands) $242,649 $273,763 $163,349 $149,586 $134,988 Ratios with no waivers of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Total expenses to average net assets 0.65% 0.69% 0.68% 0.69% 0.76% Net investment income to average net assets 1.08% 2.15% 1.24% 1.50% 1.29%
(a) Calculated using average shares outstanding for the year. * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each year. + In addition to the expenses which the Fund bears directly, the Fund indirectly bears pro rata shares of the expenses of the funds in which the Fund invests. Because each of the underlying funds bears its own varying expense levels and because the Fund may own differing proportions of each fund at different times, the amount of expenses incurred indirectly by the Fund will vary from time to time. 132 PIONEER SOLUTIONS - GROWTH FUND CLASS C SHARES
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED 7/31/16 7/31/15 7/31/14 7/31/13 7/31/12 ------------ ------------ ------------ ------------ ----------- Net asset value, beginning of year $ 13.08 $ 12.82 $ 11.65 $ 10.18 $ 10.50 ------- ------- ------- ------- ------- Increase (decrease) from investment operations: Net investment income (a) $ 0.05 $ 0.12 $ 0.06 $ 0.09 $ 0.06 Net realized and unrealized gain (loss) on investments (0.57) 0.43 1.23 1.48 (0.27) ------- ------- ------- ------- ------- Net increase (decrease) from investment operations $ (0.52) $ 0.55 $ 1.29 $ 1.57 $ (0.21) Distributions to shareowners: Net investment income $ (0.09) $ (0.29) $ (0.12) $ (0.10) $ (0.11) Net realized gain (0.84) - - - - ------- ------- ------- ------- ------- Total distributions to shareowners $ (0.93) $ (0.29) $ (0.12) $ (0.10) $ (0.11) ------- ------- ------- ------- ------- Net increase (decrease) in net asset value $ (1.45) $ 0.26 $ 1.17 $ 1.47 $ (0.32) ------- ------- ------- ------- ------- Net asset value, end of year $ 11.63 $ 13.08 $ 12.82 $ 11.65 $ 10.18 ------- ------- ------- ------- ------- Total return* (3.89)% 4.36% 11.09% 15.58% (1.91)% Ratio of net expenses to average net assets+ 1.35% 1.38% 1.37% 1.40% 1.46% Ratio of net investment income to average net assets+ 0.47% 0.95% 0.46% 0.78% 0.59% Portfolio turnover rate 10% 98% 8% 6% 7% Net assets, end of year (in thousands) $76,055 $92,650 $63,333 $53,032 $45,570 Ratios with no waivers of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Total expenses to average net assets 1.35% 1.38% 1.37% 1.40% 1.46% Net investment income to average net assets 0.47% 0.95% 0.46% 0.78% 0.59%
(a) Calculated using average shares outstanding for the year. * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each year. + In addition to the expenses which the Fund bears directly, the Fund indirectly bears pro rata shares of the expenses of the funds in which the Fund invests. Because each of the underlying funds bears its own varying expense levels and because the Fund may own differing proportions of each fund at different times, the amount of expenses incurred indirectly by the Fund will vary from time to time. 133 Financial highlights PIONEER SOLUTIONS - GROWTH FUND CLASS R SHARES
YEAR ENDED 7/1/15 TO 7/31/16 7/31/15 ------------ ----------------- Net asset value, beginning of year $ 13.84 $ 13.78 ------- --------- Increase (decrease) from investment operations: Net investment income (a) $ 0.02 $ (0.00)(b) Net realized and unrealized gain (loss) on investments (0.51) 0.06 ------- --------- Net increase (decrease) from investment operations $ (0.49) $ 0.06 Distributions to shareowners: Net investment income $ (0.21) $ - Net realized gain (0.84) - ------- --------- Total distributions to shareowners $ (1.05) $ - ------- --------- Net increase (decrease) in net asset value $ (1.54) $ 0.06 ------- --------- Net asset value, end of year $ 12.30 $ 13.84 ------- --------- Total return* (3.47)% 0.44%** Ratio of net expenses to average net assets+ 0.90% 0.89%*** Ratio of net investment income to average net assets+ 0.18% (0.38)%*** Portfolio turnover rate 10% 98% Net assets, end of year (in thousands) $ 19 $ 10 Ratios with no waivers of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Total expenses to average net assets 1.22% 0.89%*** Net investment income to average net assets (0.14)% (0.38)%***
(a) Calculated using average shares outstanding for the year. (b) Amount rounds to greater than $(0.005) per share. * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each year. ** Not annualized. + In addition to the expenses which the Fund bears directly, the Fund indirectly bears pro rata shares of the expenses of the funds in which the Fund invests. Because each of the underlying funds bears its own varying expense levels and because the Fund may own differing proportions of each fund at different times, the amount of expenses incurred indirectly by the Fund will vary from time to time. *** Annualized. 134 PIONEER SOLUTIONS - GROWTH FUND CLASS Y SHARES
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED 7/31/16 7/31/15 7/31/14 7/31/13 7/31/12 ------------ ------------ ------------ ------------ ----------- Net asset value, beginning of year $ 14.11 $ 13.88 $ 12.56 $ 10.95 $11.45 ------- ------- ------- ------- ------- Increase (decrease) from investment operations: Net investment income (a) $ 0.19 $ 0.26 $ 0.28 $ 0.20 $ 0.17 Net realized and unrealized gain (loss) on investments (0.62) 0.46 1.25 1.61 (0.44) ------- ------- ------- ------- ------- Net increase (decrease) from investment operations $ (0.43) $ 0.72 $ 1.53 $ 1.81 $(0.27) Distributions to shareowners: Net investment income $ (0.21) $ (0.49) $ (0.21) $ (0.20) $(0.23) Net realized gain (0.84) - - - - ------- ------- ------- ------- ------- Total distributions to shareowners $ (1.05) $ (0.49) $ (0.21) $ (0.20) $(0.23) ------- ------- ------- ------- ------- Net increase (decrease) in net asset value $ (1.48) $ 0.23 $ 1.32 $ 1.61 $(0.50) ------- ------- ------- ------- ------- Net asset value, end of year $ 12.63 $ 14.11 $ 13.88 $ 12.56 $10.95 ------- ------- ------- ------- ------- Total return* (2.96)% 5.30% 12.25% 16.70% (2.28)% Ratio of net expenses to average net assets+ 0.37% 0.47% 0.40% 0.44% 0.50% Ratio of net investment income to average net assets+ 1.53% 1.87% 2.10% 1.71% 1.60% Portfolio turnover rate 10% 98% 8% 6% 7% Net assets, end of year (in thousands) $ 1,186 $ 1,556 $ 1,031 $ 1,314 $2,012 Ratios with no waivers of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Total expenses to average net assets 0.37% 0.47% 0.40% 0.44% 0.50% Net investment income to average net assets 1.53% 1.87% 2.10% 1.71% 1.60%
(a) Calculated using average shares outstanding for the year. * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each year. + In addition to the expenses which the Fund bears directly, the Fund indirectly bears pro rata shares of the expenses of the funds in which the Fund invests. Because each of the underlying funds bears its own varying expense levels and because the Fund may own differing proportions of each fund at different times, the amount of expenses incurred indirectly by the Fund will vary from time to time. 135 Notes 136 Pioneer Solutions - Conservative Fund Pioneer Solutions - Balanced Fund Pioneer Solutions - Growth Fund YOU CAN OBTAIN MORE FREE INFORMATION about the funds 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 funds, to request copies of the funds' statement of additional information and shareowner reports, and to make other inquiries. VISIT OUR WEBSITE us.pioneerinvestments.com The funds make available the statement of additional information and shareowner reports, free of charge, on the funds' website at us.pioneerinvestments.com. You also may find other information and updates about Pioneer and the funds, including fund performance information and each 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 each fund's investments. The annual report discusses market conditions and investment strategies that significantly affected each fund's performance during its last fiscal year. STATEMENT OF ADDITIONAL INFORMATION The statement of additional information provides more detailed information about the funds. The statement of additional information, dated December 1, 2016, as may be amended from time to time, and filed with the Securities and Exchange Commission, is incorporated by reference into this prospectus. You can also review and copy the funds' shareowner reports, prospectus and statement of additional information at the Securities and Exchange Commission's Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information. The Commission charges a fee for copies. You can get the same information free from the Commission's EDGAR database on the Internet (http://www.sec.gov). You may also e-mail requests for these documents to publicinfo@sec.gov or make a request in writing to the Commission's Public Reference Section, Washington, D.C. 20549-1520. (Investment Company Act file no. 811-21569) [GRAPHIC APPEARS HERE] PIONEER FUNDS DISTRIBUTOR, INC. 60 STATE STREET 20162-12-1216 BOSTON, MA 02109 (Copyright)2016 Pioneer Funds Distributor, Inc. US.PIONEERINVESTMENTS.COM Member SIPC
[GRAPHIC APPEARS HERE] Pioneer Investment Management, Inc. 60 State Street Boston, MA 02109 us.pioneerinvestments.com This is not part of the prospectus. 20162-12-1216 (Copyright)2016 Pioneer Funds Distributor, Inc. Underwriter of Pioneer mutual funds Member SIPC September 22, 2017 Pioneer Solutions -- Conservative Fund Pioneer Solutions -- Growth Fund (each an "Acquired Fund") Pioneer Solutions -- Balanced Fund (the "Acquiring Fund") SUPPLEMENT TO THE DECEMBER 1, 2016 SUMMARY PROSPECTUS, PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION, AS IN EFFECT AND AS MAY BE AMENDED FROM TIME TO TIME The Board of Trustees of Pioneer Solutions - Conservative Fund and Pioneer Solutions - Growth Fund has approved the reorganization of each fund with and into Pioneer Solutions - Balanced Fund (each a "Reorganization"). Each fund is managed by Amundi Pioneer Asset Management, Inc. ("Amundi Pioneer"). The Reorganizations, which do not require shareholder approval, are subject to the satisfaction of certain conditions, and are expected to be completed early in 2018. Following is a brief description of certain aspects of the Reorganizations: o Each fund has the same investment objective of long-term capital growth and current income. o Each fund has similar investment policies and strategies. Like the Acquired Funds, the Acquiring Fund is a "fund of funds" that allocates its assets primarily among other mutual funds, including mutual funds managed by Amundi Pioneer and funds unaffiliated with Amundi Pioneer ("underlying funds"). Following completion of the Reorganizations, it is anticipated that the combined fund will invest to a greater extent in underlying funds managed by Amundi Pioneer. In addition, unlike the Acquired Funds, it is expected that, following completion of the Reorganizations, Amundi Pioneer will not seek to maintain a target annualized volatility level for the combined fund or use derivatives to seek incremental return or to limit risk. o The expense ratio of each class of shares of the combined fund is expected to be lower than the expense ratio of the corresponding class of shares of each Acquired Fund. o The Reorganizations generally are not expected to result in income, gain or loss being recognized for federal income tax purposes by the funds or by the shareholders of the funds as a direct result of the Reorganizations. Shareholders of an Acquired Fund who determine that they do not wish to become shareholders of the combined fund may (a) redeem their shares of their Acquired Fund prior to the closing date of the Reorganization or (b) exchange their shares of their Acquired Fund prior to the closing date for shares of another Pioneer fund by contacting Amundi Pioneer or their investment professional or financial intermediary. Any contingent deferred sales charge that applies to your Class A or Class C shares will be waived in connection with a redemption of your shares of an Acquired Fund prior to the closing date. Please note that a redemption or an exchange of shares of an Acquired Fund will be a taxable event and a shareholder may recognize a gain or loss for federal income tax purposes in connection with that transaction. Prior to consummation of the Reorganizations, you will be sent an Information Statement containing important information about the Reorganizations, including the date on which the Reorganizations are expected to occur. Each fund's summary prospectus, prospectus and statement of additional information is available free upon request at https://us.pioneerinvestments.com or by calling 1-800-225-6292. Investment Objectives and Strategies Each fund has the same investment objective of long-term capital growth and current income. In addition, each fund operates as a "fund of funds" by allocating its assets among underlying funds with exposure to the broad asset classes of equity, fixed income and short-term (money market) investments. These underlying funds include mutual funds managed by Amundi Pioneer and funds unaffiliated with Amundi Pioneer. There is no maximum or minimum exposure that the funds must have to any asset class. Each fund may also invest directly in securities and utilize derivatives. In managing each fund, Amundi Pioneer currently selects investments it believes will perform well over time while maintaining a target annualized volatility level that corresponds to the fund's relative risk profile. Following completion of the Reorganizations, it is anticipated that the combined fund will invest to a greater extent in underlying funds managed by Amundi Pioneer. The combined fund is expected to invest in mutual funds unaffiliated with Amundi Pioneer and in ETFs, primarily when the desired economic exposure to a particular asset category or investment strategy is not available through a fund managed by Amundi Pioneer. It is also expected that Amundi Pioneer will not seek to maintain a target annualized volatility level for the combined fund or use derivatives to seek incremental return or to limit risk. Management Fee Each fund's current annual management fee is equal to 0.13% of the fund's average daily net assets, up to $2.5 billion; 0.11% of the fund's average daily net assets, from over $2.5 billion up to $4 billion; 0.10% of the fund's average daily net assets, from over $4 billion up to $5.5 billion; and 0.08% of the fund's average daily net assets, over $5.5 billion. It is expected that, following completion of the Reorganizations, the combined fund will not pay a direct management fee. However, as is currently the case for each of the Acquired Funds and the Acquiring Fund, following completion of the Reorganizations, the combined fund will continue to bear a pro rata portion of the fees and expenses, including management fees, of each underlying fund in which the combined fund invests. Total Expenses The expense ratio of each class of shares of the combined fund is expected to be no higher than the expense ratio of the corresponding class of shares of each Acquired Fund: The total annual fund operating expenses of Pioneer Solutions - Conservative Fund for the twelve-month period ended July 31, 2017 were: Class A: 0.87%; Class C: 1.61%; Class R: 1.89%; and Class Y: 0.83%. The net expense ratio for Class A shares is 0.70%, for Class C shares is 1.45%, for Class R shares is 0.90%, and for Class Y shares is 0.65%.* The total annual fund operating expenses of Pioneer Solutions - Growth Fund for the twelve month period ended July 31, 2017 were: Class A: 0.64%; Class C: 1.35%; Class R: 1.42%; and Class Y: 0.41%. The net expense ratio for Class R shares is 0.90%.** The pro forma total annual fund operating expenses of the combined fund, based on the twelve-month period ended July 31, 2017 are: Class A: 0.50%; Class C: 1.21%; Class R: 1.22%; and Class Y: 0.28%. The net expense ratio for Class R shares is 0.90%.*** * For Pioneer Solutions - Conservative Fund, Amundi Pioneer has contractually agreed to limit ordinary operating expenses (ordinary operating expenses mean all fund expenses other than taxes, brokerage commissions, acquired fund fees and expenses and extraordinary expenses, such as litigation) to the extent required to reduce fund expenses to 0.70%, 1.45%, 0.90% and 0.65% of the average daily net assets attributable to Class A, Class C, Class R and Class Y shares, respectively. These expense limitations are in effect through December 1, 2019. There can be no assurance that the adviser will extend the expense limitations beyond such time. ** For Pioneer Solutions - Growth Fund, Amundi Pioneer has contractually agreed to limit ordinary operating expenses (ordinary operating expenses mean all fund expenses other than taxes, brokerage commissions, acquired fund fees and expenses and extraordinary expenses, such as litigation) to the extent required to reduce fund expenses to 0.90% of the average daily net assets attributable to Class R shares. This expense limitation is in effect through December 1, 2019. There can be no assurance that the adviser will extend the expense limitations beyond such time. *** For Pioneer Solutions - Balanced Fund, Amundi Pioneer has contractually agreed to limit ordinary operating expenses (ordinary operating expenses mean all fund expenses other than taxes, brokerage commissions, acquired fund fees and expenses and extraordinary expenses, such as litigation) to the extent required to reduce fund expenses to 0.90% of the average daily net assets attributable to Class R shares. This expense limitation is in effect through December 1, 2019. There can be no assurance that the adviser will extend the expense limitations beyond such time. Fund Assets It is anticipated that the combined fund will have assets of approximately $529.1 million. As of July 31, 2017, Pioneer Solutions - Conservative Fund had assets of approximately $57.3 million and Pioneer Solutions - Growth Fund had assets of approximately $307.2 million. Portfolio Managers Following completion of the Reorganizations, the day-to-day management of the combined fund will be the responsibility of Kenneth J. Taubes and Marco Pirondini. Mr. Taubes is Chief Investment Officer, U.S. and Executive Vice President at Amundi Pioneer. Mr. Taubes is responsible for overseeing the U.S. and global fixed income teams. He joined Amundi Pioneer as a Senior Vice President in September 1998 and has been an investment professional since 1982. Mr. Pirondini is Executive Vice President and Head of Equities U.S. at Amundi Pioneer. From 2004 until 2010, Mr. Pirondini was Global Chief Investment Officer of Amundi Pioneer, overseeing equity, fixed income, balanced and quantitative portfolio management, and quantitative and fundamental research divisions. Mr. Pirondini joined a predecessor organization to Amundi Pioneer in 1991. Currently, day-to-day management of Pioneer Solutions - Conservative Fund, Pioneer Solutions - Balanced Fund, and Pioneer Solutions - Growth Fund is the responsibility of John O'Toole, Paul Weber, and Salvatore Buono. 30484-00-0917 [C] 2017 Amundi Pioneer Distributor, Inc. Underwriter of Pioneer mutual funds Member SIPC PIONEER SOLUTIONS - CONSERVATIVE FUND PIONEER SOLUTIONS - BALANCED FUND PIONEER SOLUTIONS - GROWTH FUND -------------------------------------------------------------------------------- 60 State Street Boston, Massachusetts 02109 CLASS A, CLASS C, CLASS R AND CLASS Y SHARES OF PIONEER SOLUTIONS - CONSERVATIVE FUND, PIONEER SOLUTIONS - BALANCED FUND AND PIONEER SOLUTIONS - GROWTH FUND (EACH, A "FUND" AND COLLECTIVELY, THE "FUNDS")
Conservative Balanced Growth Class Fund Fund Fund ------- -------------- ---------- ------- A PIAVX PIALX GRAAX C PICVX PIDCX GRACX R PSMRX BALRX SOGRX Y IBBCX IMOYX IBGYX
Statement of Additional Information December 1, 2016 This statement of additional information is not a prospectus. It should be read in conjunction with the funds' Class A, Class C, Class R and Class Y prospectus dated December 1, 2016, as supplemented or revised from time to time. A copy of the prospectus can be obtained free of charge by calling Shareholder Services at 1-800-225-6292 or by written request to the funds at 60 State Street, Boston, Massachusetts 02109. You can also obtain a copy of the prospectus from our website at: us.pioneerinvestments.com. The funds' financial statements for the fiscal year ended July 31, 2016, including the independent registered public accounting firm's report thereon, are incorporated into this statement of additional information by reference. CONTENTS --------------------------------------------------------------------------------
PAGE 1. Trust history.............................................. 1 2. Investment policies, risks and restrictions................ 1 3. Trustees and officers...................................... 44 4. Investment adviser......................................... 53 5. Principal underwriter and distribution plan................ 55 6. Shareholder servicing/transfer agent....................... 58 7. Custodian and sub-administrator............................ 58 8. Independent registered public accounting firm.............. 58 9. Portfolio management....................................... 59 10. Portfolio transactions..................................... 64 11. Description of shares...................................... 65 12. Sales charges.............................................. 68 13. Redeeming shares........................................... 73 14. Telephone and online transactions.......................... 74 15. Pricing of shares.......................................... 76 16. Tax status................................................. 77 17. Financial statements....................................... 86 18. Annual fee, expense and other information.................. 86 19. Appendix A - Description of short-term debt, corporate bond [GRAPHIC APPEARS HERE] and preferred stock ratings//.............................. 93 20. Appendix B - Proxy voting policies and procedures.......... 97
1. TRUST HISTORY Each fund is a diversified open-end management investment company. Each fund is a series of Pioneer Asset Allocation Trust (the "Trust"). The Trust was organized as a Delaware statutory trust on April 22, 2004. The Trust changed its name from Pioneer Ibbotson Asset Allocation Series to Pioneer Asset Allocation Trust effective November 17, 2014. Pioneer Investment Management, Inc. ("Pioneer") is the funds' investment adviser. 2. INVESTMENT POLICIES, RISKS AND RESTRICTIONS The trust consists of the following three funds, each of which seeks to achieve its investment objective by investing in other funds ("underlying funds") and uses asset allocation strategies to allocate its assets among the underlying funds: Pioneer Solutions - Conservative Fund (formerly Pioneer Ibbotson Conservative Allocation Fund), Pioneer Solutions - Balanced Fund (formerly Pioneer Ibbotson Moderate Allocation Fund) and Pioneer Solutions - Growth Fund (formerly Pioneer Ibbotson Growth Allocation Fund), (each, a "fund" and collectively, the "funds"). The prospectus presents the investment objectives and the principal investment strategies and risks of each fund. Each fund has adopted fundamental and non-fundamental investment restrictions as set forth in this statement of additional information. However, in general, references in Section 2 of this statement of additional information to "the fund" mean a fund or, where applicable, an underlying fund, and references to a fund's investment techniques and associated risks also refer to the investment techniques and associated risks of the underlying funds and vice versa. Accordingly, a reference to an adviser in Section 2 of this statement of additional information means Pioneer Investment Management, Inc. ("Pioneer") as the investment adviser for a fund, or the adviser for the underlying funds, or all of them, as the context indicates. This section supplements the disclosure in the funds' prospectus and provides additional information on the investment policies of the funds and the underlying funds and each fund's fundamental investment restrictions. Restrictions or policies stated as a maximum percentage of a 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 a fund's restrictions and policies. DEBT SECURITIES AND RELATED INVESTMENTS 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 "D" or better, or comparable unrated securities as determined by Pioneer. Below investment grade debt securities or comparable unrated securities are commonly referred to as "junk bonds" and are considered predominantly speculative and may be questionable as to principal and interest payments. Changes in economic conditions are more likely to lead to a weakened capacity to make principal payments and interest payments. The issuers of high yield securities also may be more adversely affected than issuers of higher rated securities by specific corporate or governmental developments or 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. The recent economic downturn has severely affected the ability of many highly leveraged issuers 1 to service their debt obligations or to repay their obligations upon maturity. Factors having an adverse impact on the market value of lower quality securities will have an adverse effect on the fund's net asset value to the extent that it invests in such securities. In addition, the fund may incur additional expenses to the extent it is required to seek recovery upon a default in payment of principal or interest on its portfolio holdings 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 lower quality debt securities of the type in which the fund may invest, the yields and prices of such securities may tend to fluctuate more than those for higher rated securities. In the lower quality segments of the debt securities market, changes in perceptions of issuers' creditworthiness tend to occur more frequently and in a more pronounced manner than do changes in higher quality segments of the debt securities market, resulting in greater yield and price volatility. Lower rated and comparable unrated debt securities tend to offer higher yields than higher rated securities with the same maturities because the historical financial condition of the issuers of such securities may not have been as strong as that of other issuers. However, lower rated securities generally involve greater risks of loss of income and principal than higher rated securities. 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, Pioneer will consider if any action is appropriate in light of the fund's investment objectives and policies. 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. 2 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. The 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. The fund accrues income on these investments for tax and accounting purposes, which is distributable to shareholders and which, because no cash is received at the time of accrual, may require the liquidation of other portfolio securities to satisfy the fund's distribution obligations, in which case the fund will forgo the purchase of additional income producing assets with these funds. Zero coupon U.S. government securities include STRIPS and CUBES, which are issued by the U.S. Treasury as component parts of U.S. Treasury bonds and represent scheduled interest and principal payments on the bonds. 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. 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. MUNICIPAL OBLIGATIONS The fund may purchase municipal obligations. The term "municipal obligations" generally is understood to include debt obligations issued by municipalities to obtain funds for various public purposes, the income from which is, in the opinion of bond counsel to the issuer, excluded from gross income for U.S. federal income tax purposes. In addition, if the proceeds from private activity bonds are used for the construction, repair or improvement of privately operated industrial or commercial facilities, the interest paid on such 3 bonds may be excluded from gross income for U.S. federal income tax purposes, although current federal tax laws place substantial limitations on the size of these issues. The fund's distributions of any interest it earns on municipal obligations will be taxable as ordinary income to shareholders that are otherwise subject to tax. The two principal classifications of municipal obligations are "general obligation" and "revenue" bonds. General obligation bonds are secured by the issuer's pledge of its faith, credit, and taxing power for the payment of principal and interest. Revenue bonds are payable from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source, but not from the general taxing power. Sizable investments in these obligations could involve an increased risk to the fund should any of the related facilities experience financial difficulties. Private activity bonds are in most cases revenue bonds and do not generally carry the pledge of the credit of the issuing municipality. There are, of course, variations in the security of municipal obligations, both within a particular classification and between classifications. MORTGAGE-BACKED SECURITIES The fund may invest in mortgage pass-through certificates and multiple-class pass-through securities, such as real estate mortgage investment conduits ("REMIC") pass-through certificates, collateralized mortgage obligations ("CMOs") and stripped mortgage-backed securities ("SMBS"), and other types of mortgage-backed securities ("MBS") that may be available in the future. A mortgage-backed security is an obligation of the issuer backed by a mortgage or pool of mortgages or a direct interest in an underlying pool of mortgages. Some mortgage-backed securities, such as CMOs, make payments of both principal and interest at a variety of intervals; others make semiannual interest payments at a predetermined rate and repay principal at maturity (like a typical bond). Mortgage-backed securities are based on different types of mortgages including those on commercial real estate or residential properties. Mortgage-backed securities often have stated maturities of up to thirty years when they are issued, depending upon the length of the mortgages underlying the securities. In practice, however, unscheduled or early payments of principal and interest on the underlying mortgages may make the securities' effective maturity shorter than this, and the prevailing interest rates may be higher or lower than the current yield of the portfolio at the time the fund receives the payments for reinvestment. Mortgage-backed securities may have less potential for capital appreciation than comparable fixed income securities, due to the likelihood of increased prepayments of mortgages as interest rates decline. If the fund buys mortgage-backed securities at a premium, mortgage foreclosures and prepayments of principal by mortgagors (which may be made at any time without penalty) may result in some loss of the fund's principal investment to the extent of the premium paid. The value of mortgage-backed securities may also change due to shifts in the market's perception of issuers. In addition, regulatory or tax changes may adversely affect the mortgage securities markets as a whole. Non-governmental mortgage-backed securities may offer higher yields than those issued by government entities, but also may be subject to greater price changes than governmental issues. Through its investments in mortgage-backed securities, including those that are issued by private issuers, the fund may have exposure to subprime loans as well as to the mortgage and credit markets generally. Private issuers include commercial banks, savings associations, mortgage companies, investment banking firms, finance companies and special purpose finance entities (called special purpose vehicles or "SPVs") and other entities that acquire and package mortgage loans for resale as MBS. Unlike mortgage-backed securities issued or guaranteed by the U.S. government or one of its sponsored entities, mortgage-backed securities issued by private issuers do not have a government or government-sponsored entity guarantee, but may have credit enhancement provided by external entities such as banks or financial institutions or achieved through the structuring of the transaction itself. Examples of such credit support arising out of the structure of the transaction include the issue of senior and subordinated securities (e.g., the issuance of securities by an SPV in multiple classes or "tranches", with one or more classes being senior to other subordinated classes as to the payment of principal and interest, with the result that defaults 4 on the underlying mortgage loans are borne first by the holders of the subordinated class); creation of "reserve funds" (in which case cash or investments, sometimes funded from a portion of the payments on the underlying mortgage loans, are held in reserve against future losses); and "overcollateralization" (in which case the scheduled payments on, or the principal amount of, the underlying mortgage loans exceeds that required to make payment of the securities and pay any servicing or other fees). However, there can be no guarantee that credit enhancements, if any, will be sufficient to prevent losses in the event of defaults on the underlying mortgage loans. In addition, mortgage-backed securities that are issued by private issuers are not subject to the underwriting requirements for the underlying mortgages that are applicable to those mortgage-backed securities that have a government or government-sponsored entity guarantee. As a result, the mortgage loans underlying private mortgage-backed securities may, and frequently do, have less favorable collateral, credit risk or other underwriting characteristics than government or government-sponsored mortgage-backed securities and have wider variances in a number of terms including interest rate, term, size, purpose and borrower characteristics. Privately issued pools more frequently include second mortgages, high loan-to-value mortgages and manufactured housing loans. The coupon rates and maturities of the underlying mortgage loans in a private mortgage-backed securities pool may vary to a greater extent than those included in a government guaranteed pool, and the pool may include subprime mortgage loans. Subprime loans refer to loans made to borrowers with weakened credit histories or with a lower capacity to make timely payments on their loans. For these reasons, the loans underlying these securities have had in many cases higher default rates than those loans that meet government underwriting requirements. The risk of non-payment is greater for mortgage-backed securities that are backed by mortgage pools that contain subprime loans, but a level of risk exists for all loans. Market factors adversely affecting mortgage loan repayments may include a general economic turndown, high unemployment, a general slowdown in the real estate market, a drop in the market prices of real estate, or an increase in interest rates resulting in higher mortgage payments by holders of adjustable rate mortgages. If the fund purchases subordinated mortgage-backed securities, the subordinated mortgage-backed securities may serve as a credit support for the senior securities purchased by other investors. In addition, the payments of principal and interest on these subordinated securities generally will be made only after payments are made to the holders of securities senior to the fund's securities. Therefore, if there are defaults on the underlying mortgage loans, the fund will be less likely to receive payments of principal and interest, and will be more likely to suffer a loss. Privately issued mortgage-backed securities are not traded on an exchange and there may be a limited market for the securities, especially when there is a perceived weakness in the mortgage and real estate market sectors. Without an active trading market, mortgage-backed securities held in the portfolio may be particularly difficult to value because of the complexities involved in assessing the value of the underlying mortgage loans. In the case of private issue mortgage-related securities whose underlying assets are neither U.S. government securities nor U.S. government-insured mortgages, to the extent that real properties securing such assets may be located in the same geographical region, the security may be subject to a greater risk of default than other comparable securities in the event of adverse economic, political or business developments that may affect such region and, ultimately, the ability of residential homeowners to make payments of principal and interest on the underlying mortgages. GUARANTEED MORTGAGE PASS-THROUGH SECURITIES. Guaranteed mortgage pass-through securities represent participation interests in pools of residential mortgage loans and are issued by U.S. governmental or private lenders and guaranteed by the U.S. government or one of its agencies or instrumentalities, including but not limited to GNMA, FNMA and FHLMC. GNMA certificates are guaranteed by the full faith and credit of the U.S. government for timely payment of principal and interest on the certificates. FNMA certificates are guaranteed by FNMA, a federally chartered and privately owned corporation, for full and timely payment 5 of principal and interest on the certificates. FHLMC certificates are guaranteed by FHLMC, a corporate instrumentality of the U.S. government, for timely payment of interest and the ultimate collection of all principal of the related mortgage loans. Commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers also create pass-through pools of conventional residential mortgage loans. Such issuers may, in addition, be the originators and/or servicers of the underlying mortgage loans as well as the guarantors of the mortgage-related securities. Because there are no direct or indirect government or agency guarantees of payments in pools created by such non-governmental issuers, they generally offer a higher rate of interest than government and government-related pools. Timely payment of interest and principal of these pools may be supported by insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit. The insurance and guarantees are issued by governmental entities, private insurers and the mortgage poolers. There can be no assurance that the private insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements. Mortgage-related securities without insurance or guarantees may be purchased if Pioneer determines that the securities meet the fund's quality standards. Mortgage-related securities issued by certain private organizations may not be readily marketable. MULTIPLE-CLASS PASS-THROUGH SECURITIES AND COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS"). CMOs and REMIC pass-through or participation certificates may be issued by, among others, U.S. government agencies and instrumentalities as well as private issuers. REMICs are CMO vehicles that qualify for special tax treatment under the Internal Revenue Code of 1986, as amended (the "Code") and invest in mortgages principally secured by interests in real property and other investments permitted by the Code. CMOs and REMIC certificates are issued in multiple classes and the principal of and interest on the mortgage assets may be allocated among the several classes of CMOs or REMIC certificates in various ways. Each class of CMO or REMIC certificate, often referred to as a "tranche," is issued at a specific adjustable or fixed interest rate and must be fully retired no later than its final distribution date. Generally, interest is paid or accrues on all classes of CMOs or REMIC certificates on a monthly basis. Typically, CMOs are collateralized by GNMA, FNMA or FHLMC certificates but also may be collateralized by other mortgage assets such as whole loans or private mortgage pass-through securities. Debt service on CMOs is provided from payments of principal and interest on collateral of mortgaged assets and any reinvestment income thereon. STRIPPED MORTGAGE-BACKED SECURITIES ("SMBS"). SMBS are multiple-class mortgage-backed securities that are created when a U.S. government agency or a financial institution separates the interest and principal components of a mortgage-backed security and sells them as individual securities. The fund may invest in SMBS that are usually structured with two classes that receive different proportions of interest and principal distributions on a pool of mortgage assets. A typical SMBS will have one class receiving some of the interest and most of the principal, while the other class will receive most of the interest and the remaining principal. The holder of the "principal-only" security ("PO") receives the principal payments made by the underlying mortgage-backed security, while the holder of the "interest-only" security ("IO") receives interest payments from the same underlying security. The prices of stripped mortgage-backed securities may be particularly affected by changes in interest rates. As interest rates fall, prepayment rates tend to increase, which tends to reduce prices of IOs and increase prices of POs. Rising interest rates can have the opposite effect. Pioneer may determine that certain stripped mortgage-backed securities issued by the U.S. government, its agencies or instrumentalities are not readily marketable. If so, these securities, together with privately-issued stripped mortgage-backed securities, will be considered illiquid for purposes of the fund's limitation on investments in illiquid securities. The yields and market risk of interest-only and principal-only SMBS, respectively, may be more volatile than those of other fixed income securities. 6 The fund also may invest in planned amortization class ("PAC") and target amortization class ("TAC") CMO bonds which involve less exposure to prepayment, extension and interest rate risks than other mortgage-backed securities, provided that prepayment rates remain within expected prepayment ranges or "collars." To the extent that the prepayment rates remain within these prepayment ranges, the residual or support tranches of PAC and TAC CMOs assume the extra prepayment, extension and interest rate risks associated with the underlying mortgage assets. OTHER RISK FACTORS ASSOCIATED WITH MORTGAGE-BACKED SECURITIES. Investing in mortgage-backed securities involves certain risks, including the failure of a counterparty to meet its commitments, adverse interest rate changes and the effects of prepayments on mortgage cash flows. In addition, investing in the lowest tranche of CMOs and REMIC certificates involves risks similar to those associated with investing in equity securities. However, due to adverse tax consequences under current tax laws, the fund does not intend to acquire "residual" interests in REMICs. Further, the yield characteristics of mortgage-backed securities differ from those of traditional fixed income securities. The major differences typically include more frequent interest and principal payments (usually monthly), the adjustability of interest rates of the underlying instrument, and the possibility that prepayments of principal may be made substantially earlier than their final distribution dates. Prepayment rates are influenced by changes in current interest rates and a variety of economic, geographic, social and other factors and cannot be predicted with certainty. Both adjustable rate mortgage loans and fixed rate mortgage loans may be subject to a greater rate of principal prepayments in a declining interest rate environment and to a lesser rate of principal prepayments in an increasing interest rate environment. Under certain interest rate and prepayment rate scenarios, the fund may fail to recoup fully its investment in mortgage-backed securities notwithstanding any direct or indirect governmental, agency or other guarantee. When the fund reinvests amounts representing payments and unscheduled prepayments of principal, it may obtain a rate of interest that is lower than the rate on existing adjustable rate mortgage pass-through securities. Thus, mortgage-backed securities, and adjustable rate mortgage pass-through securities in particular, may be less effective than other types of U.S. government securities as a means of "locking in" interest rates. ASSET-BACKED SECURITIES The fund may invest in asset-backed securities, which are securities that represent a participation in, or are secured by and payable from, a stream of payments generated by particular assets, most often a pool or pools of similar assets (e.g., trade receivables). The credit quality of these securities depends primarily upon the quality of the underlying assets and the level of credit support and/or enhancement provided. The underlying assets (e.g., loans) are subject to prepayments which shorten the securities' weighted average maturity and may lower their return. If the credit support or enhancement is exhausted, losses or delays in payment may result if the required payments of principal and interest are not made. The value of these securities also may change because of changes in the market's perception of the creditworthiness of the servicing agent for the pool, the originator of the pool, or the financial institution or trust providing the credit support or enhancement. There may be no perfected security interest in the collateral that relates to the financial assets that support asset-backed securities. Asset backed securities have many of the same characteristics and risks as mortgage-backed securities. The fund may purchase commercial paper, including asset-backed commercial paper ("ABCP") that is issued by structured investment vehicles or other conduits. These conduits may be sponsored by mortgage companies, investment banking firms, finance companies, hedge funds, private equity firms and special purpose finance entities. ABCP typically refers to a debt security with an original term to maturity of up to 270 days, the payment of which is supported by cash flows from underlying assets, or one or more liquidity or credit support providers, or both. Assets backing ABCP include credit card, car loan and other consumer receivables and home or commercial mortgages, including subprime mortgages. The repayment of ABCP issued by a conduit depends primarily on the cash collections received from the conduit's underlying asset portfolio 7 and the conduit's ability to issue new ABCP. Therefore, there could be losses to a fund investing in ABCP in the event of credit or market value deterioration in the conduit's underlying portfolio, mismatches in the timing of the cash flows of the underlying asset interests and the repayment obligations of maturing ABCP, or the conduit's inability to issue new ABCP. To protect investors from these risks, ABCP programs may be structured with various protections, such as credit enhancement, liquidity support, and commercial paper stop-issuance and wind-down triggers. However there can be no guarantee that these protections will be sufficient to prevent losses to investors in ABCP. Some ABCP programs provide for an extension of the maturity date of the ABCP if, on the related maturity date, the conduit is unable to access sufficient liquidity through the issue of additional ABCP. This may delay the sale of the underlying collateral and a fund may incur a loss if the value of the collateral deteriorates during the extension period. Alternatively, if collateral for ABCP deteriorates in value, the collateral may be required to be sold at inopportune times or at prices insufficient to repay the principal and interest on the ABCP. ABCP programs may provide for the issuance of subordinated notes as an additional form of credit enhancement. The subordinated notes are typically of a lower credit quality and have a higher risk of default. A fund purchasing these subordinated notes will therefore have a higher likelihood of loss than investors in the senior notes. Asset-backed securities include collateralized debt obligations ("CDOs"), such as collateralized bond obligations ("CBOs"), collateralized loan obligations ("CLOs") and other similarly structured securities. A CBO is a trust backed by a pool of fixed income securities. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. CDOs may charge management fees and administrative expenses. Certain CDOs may use derivatives, such as credit default swaps, to create synthetic exposure to assets rather than holding such assets directly. The trust is typically split into two or more portions, called tranches, varying in credit quality and yield. The riskiest portion is the "equity" tranche which bears the bulk of defaults from the bonds or loans in the trust and helps protect the other, more senior tranches from default. Since it is partially protected from defaults, a senior tranche from a CBO trust or CLO trust typically has higher ratings and lower yields than its underlying securities, and can be rated investment grade. Despite the protection from the equity tranche, CBO or CLO tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and the disappearance of protecting tranches, market anticipation of defaults, as well as aversion to CBO or CLO securities as a class. The risks of an investment in a CDO depend largely on the type of the collateral securities and the class of the CDO in which the fund invests. Normally, CBOs, CLOs and other CDOs are privately offered and sold, and thus are not registered under the securities laws. As a result, investments in CDOs may be characterized by the fund as illiquid securities. However, an active dealer market may exist under some market conditions for some CDOs. In addition to the normal risks associated with fixed income securities (e.g., interest rate risk and default risk), CDOs carry additional risks including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the fund may invest in CDOs that are subordinate to other classes; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results. SUBORDINATED SECURITIES The fund may also invest in other types of fixed income securities which are subordinated or "junior" to more senior securities of the issuer, or which represent interests in pools of such subordinated or junior securities. Such securities may include so-called "high yield" or "junk" bonds (i.e., bonds that are rated below investment grade by a rating agency or that are of equivalent quality) and preferred stock. Under the terms of subordinated securities, payments that would otherwise be made to their holders may be required 8 to be made to the holders of more senior securities, and/or the subordinated or junior securities may have junior liens, if they have any rights at all, in any collateral (meaning proceeds of the collateral are required to be paid first to the holders of more senior securities). As a result, subordinated or junior securities will be disproportionately adversely affected by a default or even a perceived decline in creditworthiness of the issuer. STRUCTURED SECURITIES The fund may invest in structured securities. The value of the principal and/or interest on such securities is determined by reference to changes in the value of specific currencies, interest rates, commodities, indices or other financial indicators (the "Reference") or the relative change in two or more References. The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the Reference. The terms of the structured securities may provide in certain circumstances that no principal is due at maturity and therefore may result in a loss of the fund's investment. Changes in the interest rate or principal payable at maturity may be a multiple of the changes in the value of the Reference. Structured securities are a type of derivative instrument and the payment and credit qualities from these securities derive from the assets embedded in the structure from which they are issued. Structured securities may entail a greater degree of risk than other types of fixed income securities. FLOATING RATE LOANS A floating rate loan is typically originated, negotiated and structured by a U.S. or foreign commercial bank, insurance company, finance company or other financial institution for a group of investors. The financial institution typically acts as an agent for the investors, administering and enforcing the loan on their behalf. In addition, an institution, typically but not always the agent, holds any collateral on behalf of the investors. The interest rates are adjusted based on a base rate plus a premium or spread or minus a discount. The base rate usually is the London Interbank Offered Rate ("LIBOR"), the Federal Reserve federal funds rate, the prime rate or other base lending rates used by commercial lenders. LIBOR usually is an average of the interest rates quoted by several designated banks as the rates at which they pay interest to major depositors in the London interbank market on U.S. dollar-denominated deposits. Floating rate loans include loans to corporations and institutionally traded floating rate debt obligations issued by an asset-backed pool, and interests therein. The fund may invest in loans in different ways. The fund may: (i) make a direct investment in a loan by participating as one of the lenders; (ii) purchase an assignment of a loan; or (iii) purchase a participation interest in a loan. DIRECT INVESTMENT IN LOANS. It can be advantageous to the fund to make a direct investment in a loan as one of the lenders. When a new issue is purchased, such an investment is typically made at par. This means that the fund receives a return at the full interest rate for the loan. Secondary purchases of loans may be made at par, at a premium from par or at a discount from par. When the fund invests in an assignment of, or a participation interest in, a loan, the fund may pay a fee or forgo a portion of the interest payment. Consequently, the fund's return on such an investment may be lower than it would have been if the fund had made a direct investment in the underlying corporate loan. The fund may be able, however, to invest in corporate loans only through assignments or participation interests at certain times when reduced direct investment opportunities in corporate loans may exist. At other times, however, such as recently, assignments or participation interests may trade at significant discounts from par. ASSIGNMENTS. An assignment represents a portion of a loan previously attributable to a different lender. The purchaser of an assignment typically succeeds to all the rights and obligations under the loan agreement of the assigning investor and becomes an investor under the loan agreement with the same rights and obligations as the assigning investor. Assignments may, however, be arranged through private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an assignment may differ from, and be more limited than, those held by the assigning investor. 9 PARTICIPATION INTERESTS. Participation interests are interests issued by a lender or other financial institution, which represent a fractional interest in a corporate loan. The fund may acquire participation interests from the financial institution or from another investor. The fund typically will have a contractual relationship only with the financial institution that issued the participation interest. As a result, the fund may have the right to receive payments of principal, interest and any fees to which it is entitled only from the financial institution and only upon receipt by such entity of such payments from the borrower. In connection with purchasing a participation interest, the fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights with respect to any funds acquired by other investors through set-off against the borrower and the fund may not directly benefit from the collateral supporting the loan in which it has purchased the participation interest. As a result, the fund may assume the credit risk of both the borrower and the financial institution issuing the participation interest. In the event of the insolvency of the financial institution issuing a participation interest, the fund may be treated as a general creditor of such entity. OTHER INFORMATION ABOUT FLOATING RATE LOANS. Loans typically have a senior position in a borrower's capital structure. The capital structure of a borrower may include loans, senior unsecured loans, senior and junior subordinated debt, preferred stock and common stock, typically in descending order of seniority with respect to claims on the borrower's assets. Although loans typically have the most senior position in a borrower's capital structure, they remain subject to the risk of non-payment of scheduled interest or principal. Such non-payment would result in a reduction of income to the fund, a reduction in the value of the investment and a potential decrease in the net asset value of the fund. There can be no assurance that the liquidation of any collateral securing a loan would satisfy a borrower's obligation in the event of non-payment of scheduled interest or principal payments, or that such collateral could be readily liquidated. In the event of bankruptcy of a borrower, the fund could experience delays or limitations with respect to its ability to realize the benefits of the collateral securing a loan. Although a loan may be senior to equity and other debt securities in an issuer's capital structure, such obligations may be structurally subordinated to obligations of the issuer's subsidiaries. For example, if a holding company were to issue a loan, even if that issuer pledges the capital stock of its subsidiaries to secure the obligations under the loan, the assets of the operating companies are available to the direct creditors of an operating company before they would be available to the holders of the loan issued by the holding company. In order to borrow money pursuant to a loan, a borrower will frequently, for the term of the loan, pledge collateral, including but not limited to, (i) working capital assets, such as accounts receivable and inventory; (ii) tangible fixed assets, such as real property, buildings and equipment; (iii) intangible assets, such as trademarks and patent rights (but excluding goodwill); and (iv) security interests in shares of stock of subsidiaries or affiliates. In the case of loans made to non-public companies, the company's shareholders or owners may provide collateral in the form of secured guarantees and/or security interests in assets that they own. In many instances, a loan may be secured only by stock in the borrower or its subsidiaries. Collateral may consist of assets that may not be readily liquidated, and there is no assurance that the liquidation of such assets would satisfy fully a borrower's obligations under a loan. In the process of buying, selling and holding loans, the fund may receive and/or pay certain fees. Any fees received are in addition to interest payments received and may include facility fees, commitment fees, commissions and prepayment penalty fees. When the fund buys a loan it may receive a facility fee and when it sells a loan it may pay a facility fee. On an ongoing basis, the fund may receive a commitment fee based on the undrawn portion of the underlying line of credit portion of a loan. In certain circumstances, the fund may receive a prepayment penalty fee upon the prepayment of a loan by a borrower. Other fees received by the fund may include covenant waiver fees and covenant modification fees. 10 A borrower must comply with various restrictive covenants contained in a loan agreement or note purchase agreement between the borrower and the holders of the loan. Such covenants, in addition to requiring the scheduled payment of interest and principal, may include restrictions on dividend payments and other distributions to stockholders, provisions requiring the borrower to maintain specific minimum financial ratios, and limits on total debt. In a typical loan, the agent administers the terms of the loan agreement. In such cases, the agent is normally responsible for the collection of principal and interest payments from the borrower and the apportionment of these payments to the credit of all institutions that are parties to the loan agreement. The fund will generally rely upon the agent or an intermediate participant to receive and forward to the fund its portion of the principal and interest payments on the loan. Furthermore, unless the fund has direct recourse against the borrower, the fund will rely on the agent and the other investors to use appropriate credit remedies against the borrower. For some loans, such as revolving credit facility loans ("revolvers"), an investor may have certain obligations pursuant to the loan agreement that may include the obligation to make additional loans in certain circumstances. The fund generally will reserve against these contingent obligations by segregating or otherwise designating a sufficient amount of permissible liquid assets. Delayed draw term loans are similar to revolvers, except that once drawn upon by the borrower during the commitment period, they remain permanently drawn and become term loans. A prefunded L/C term loan is a facility created by the borrower in conjunction with an agent, with the loan proceeds acting as collateral for the borrower's obligations in respect of the letters of credit. Each participant in a prefunded L/C term loan fully funds its commitment amount to the agent for the facility. The fund may acquire interests in loans that are designed to provide temporary or "bridge" financing to a borrower pending the sale of identified assets or the arrangement of longer-term loans or the issuance and sale of debt obligations. Bridge loans often are unrated. The fund may also invest in loans of borrowers that have obtained bridge loans from other parties. A borrower's use of bridge loans involves a risk that the borrower may be unable to locate permanent financing to replace the bridge loan, which may impair the borrower's perceived creditworthiness. From time to time, Pioneer and its affiliates may borrow money from various banks in connection with their business activities. Such banks may also sell interests in loans to or acquire them from the fund or may be intermediate participants with respect to loans in which the fund owns interests. Such banks may also act as agents for loans held by the fund. REORGANIZATIONAL FINANCINGS. The fund may invest in restructurings and similar financings, including debtor-in-possession financings (commonly called "DIP financings"). In such transactions, the borrower may be assuming large amounts of debt in order to have the financial resources to attempt to achieve its business objectives. Such business objectives may include but are not limited to: management's taking over control of a company (leveraged buy-out); reorganizing the assets and liabilities of a company (leveraged recapitalization); or acquiring another company. Loans or securities that are part of highly leveraged transactions involve a greater risk (including default and bankruptcy) than other investments. DIP financings are arranged when an entity seeks the protections of the bankruptcy court under Chapter 11 of the U.S. Bankruptcy Code. These financings allow the entity to continue its business operations while reorganizing under Chapter 11. Such financings provide senior liens on unencumbered security (i.e., security not subject to other creditors' claims). There is a risk that the entity will not emerge from Chapter 11 and be forced to liquidate its assets under Chapter 7 of the Bankruptcy Code. In such event, the fund's only recourse will be against the property securing the DIP financing. 11 INVERSE FLOATING RATE SECURITIES The fund may invest in inverse floating rate obligations. The interest on an inverse floater resets in the opposite direction from the market rate of interest to which the inverse floater is indexed. An inverse floater may be considered to be leveraged to the extent that its interest rate varies by a magnitude that exceeds the magnitude of the change in the index rate of interest. The higher degree of leverage inherent in inverse floaters is associated with greater volatility in their market values. AUCTION RATE SECURITIES The fund may invest in auction rate securities. Auction rate securities consist of auction rate debt securities and auction rate preferred securities issued by closed-end investment companies. Provided that the auction mechanism is successful, auction rate securities usually permit the holder to sell the securities in an auction at par value at specified intervals. The dividend is reset by "Dutch" auction in which bids are made by broker-dealers and other institutions for a certain amount of securities at a specified minimum yield. The dividend rate set by the auction is the lowest interest or dividend rate that covers all securities offered for sale. While this process is designed to permit auction rate securities to be traded at par value, there is the risk that an auction will fail due to insufficient demand for the securities. If an auction fails, the dividend rate of the securities generally adjusts to a maximum rate specified in the issuer's offering or charter documents. Security holders that submit sell orders in a failed auction may not be able to sell any or all of the shares for which they have submitted sell orders. Broker-dealers may try to facilitate secondary trading in auction rate securities, although such secondary trading may be limited and may only be available for shareholders willing to sell at a discount. Since February 2008, nearly all such auctions have failed, significantly affecting the liquidity of auction rate securities. Holders of such securities have generally continued to receive dividends at the above-mentioned maximum rate. There is no assurance that auctions will resume or that any market will develop for auction rate securities. Valuations of such securities are highly speculative. With respect to auction rate securities issued by a closed-end fund, the fund will indirectly bear its proportionate share of any management fees paid by the closed-end fund in addition to the advisory fee payable directly by the fund. EVENT-LINKED BONDS AND OTHER INSURANCE-LINKED SECURITIES The fund may invest in "event-linked" bonds, which sometimes are referred to as "insurance-linked" or "catastrophe" bonds. Event-linked bonds are debt obligations for which the return of principal and the payment of interest are contingent on the non-occurrence of a pre-defined "trigger" event, such as a hurricane or an earthquake of a specific magnitude. For some event-linked bonds, the trigger event's magnitude may be based on losses to a company or industry, index-portfolio losses, industry indexes or readings of scientific instruments rather than specified actual losses. If a trigger event, as defined within the terms of an event-linked bond, involves losses or other metrics exceeding a specific magnitude in the geographic region and time period specified therein, the fund may lose a portion or all of its accrued interest and/or principal invested in such event-linked bond. The fund is entitled to receive principal and interest payments so long as no trigger event occurs of the description and magnitude specified by the instrument. Event-linked bonds may be issued by government agencies, insurance companies, reinsurers, special purpose corporations or other on-shore or off-shore entities. In addition to the specified trigger events, event-linked bonds may also expose the fund to other risks, including but not limited to issuer (credit) default, adverse regulatory or jurisdictional interpretations and adverse tax consequences. Event-linked bonds are subject to the risk that the model used to calculate the probability of a trigger event was not accurate and underestimated the likelihood of a trigger event. This may result in more frequent and greater than expected loss of principal and/or interest, which would adversely impact the fund's total returns. Further, to the extent there are events that involve losses or other metrics, as applicable, that are at, or near, the threshold for a trigger event, there may be some delay in the return of principal and/or interest until it is determined whether a trigger event has occurred. Finally, to the extent there is a dispute concerning the definition of the trigger event relative to the specific manifestation of a catastrophe, there may be losses or delays in 12 the payment of principal and/or interest on the event-linked bond. Lack of a liquid market for these instruments may impose the risk of higher transactions costs and the possibility that the fund may be forced to liquidate positions when it would not be advantageous to do so. Event-linked bonds are typically rated below investment grade or may be unrated. Securities rated BB or lower are considered to be below investment grade. The rating for an event-linked bond primarily reflects the rating agency's calculated probability that a pre-defined trigger event will occur, which will cause a loss of principal. This rating may also assess the credit risk of the bond's collateral pool, if any, and the reliability of the model used to calculate the probability of a trigger event. In addition to event-linked bonds, the fund also may invest in other insurance-linked securities, including notes or preferred shares issued by special purpose vehicles structured to comprise a portion of an reinsurer's or insurer's catastrophe-oriented business, known as sidecars, or to provide reinsurance to reinsurers or insurers, known as collateralized reinsurance ("Reinsurance Notes"). An investor in Reinsurance Notes participates in the premiums and losses associated with underlying reinsurance contracts. Reinsurance Notes are subject to the same risks discussed herein for event-linked bonds. In addition, because Reinsurance Notes represent an interest in underlying reinsurance contracts, the fund has limited transparency into the underlying insurance policies and therefore must rely upon the risk assessment and sound underwriting practices of the reinsurer and/or insurer. Accordingly, it may be more difficult for the investment adviser to fully evaluate the underlying risk profile of the fund's investment in Reinsurance Notes and therefore place the fund's assets at greater risk of loss than if the adviser had more complete information. The lack of transparency may also make the valuation of Reinsurance Notes more difficult and potentially result in mispricing that could result in losses to the fund. Reinsurance Notes are also subject to extension risk. The sponsor of such an investment might have the right to extend the maturity of the notes to verify that the trigger event did occur or to process and audit insurance claims. In certain circumstances, the extension may exceed two years. Event-linked bonds and other insurance-linked securities typically are restricted to qualified institutional buyers and, therefore, are not subject to registration with the Securities and Exchange Commission or any state securities commission and are not listed on any national securities exchange. The amount of public information available with respect to event-linked bonds and other insurance-linked securities is generally less extensive than that available for issuers of registered or exchange listed securities. Event-linked bonds may be subject to the risks of adverse regulatory or jurisdictional determinations. There can be no assurance that future regulatory determinations will not adversely affect the overall market for event-linked bonds. EVENT-LINKED SWAPS The fund may obtain event-linked exposure by investing in event-linked swaps, which typically are contingent, or formulaically related to defined trigger events, or by pursuing similar event-linked derivative strategies. Trigger events include hurricanes, earthquakes and weather-related phenomena. If a trigger event occurs, the fund may lose the swap's notional amount. As derivative instruments, event-linked swaps are subject to risks in addition to the risks of investing in event-linked bonds, including counterparty risk and leverage risk. ZERO COUPON, PAY-IN-KIND, DEFERRED AND CONTINGENT PAYMENT SECURITIES The fund may invest in zero coupon securities, which are securities that are sold at a discount to par value and on which interest payments are not made during the life of the security. Upon maturity, the holder is entitled to receive the par value of the security. Pay-in-kind securities are securities that have interest payable by delivery of additional securities. Upon maturity, the holder is entitled to receive the aggregate par value of the securities. A fund accrues income with respect to zero coupon and pay-in-kind securities prior to the receipt of cash payments. Deferred payment securities are securities that remain zero coupon securities until a predetermined date, at which time the stated coupon rate becomes effective and interest becomes payable at regular intervals. The interest rate on contingent payment securities is determined by the outcome of an event, such as the performance of a financial index. If the financial index does not increase by a prescribed amount, the fund may receive no interest. 13 INFLATION-PROTECTED FIXED INCOME SECURITIES The fund may invest in inflation-linked fixed income securities, including Treasury Inflation Protected Securities ("TIPS") issued by the U.S. government, which are fixed income securities whose principal value is periodically adjusted according to the rate of inflation. The interest rate on TIPS is fixed at issuance, but over the life of the bond this interest may be paid on an increasing or decreasing principal value that has been adjusted for inflation. Although repayment of the original bond principal upon maturity is guaranteed, the market value of TIPS is not guaranteed, and will fluctuate. The values of TIPS generally fluctuate in response to changes in real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. If inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in the value of TIPS. In contrast, if nominal interest rates were to increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in the value of TIPS. If inflation is lower than expected during the period the fund holds TIPS, the fund may earn less on the TIPS than on a conventional bond. If interest rates rise due to reasons other than inflation (for example, due to changes in the currency exchange rates), investors in TIPS may not be protected to the extent that the increase is not reflected in the bonds' inflation measure. There can be no assurance that the inflation index for TIPS will accurately measure the real rate of inflation in the prices of goods and services. Any increase in principal value of TIPS caused by an increase in the consumer price index is taxable in the year the increase occurs, even though the fund holding TIPS will not receive cash representing the increase at that time. As a result, the fund could be required at times to liquidate other investments, including when it is not advantageous to do so, in order to satisfy the distribution requirements applicable to regulated investment companies under the Code. If the fund invests in TIPS, it will be required to treat as original issue discount any increase in the principal amount of the securities that occurs during the course of its taxable year. If the fund purchases such inflation protected securities that are issued in stripped form either as stripped bonds or coupons, it will be treated as if it had purchased a newly issued debt instrument having original issue discount. Because the fund is required to distribute substantially all of its net investment income (including accrued original issue discount), the fund's investment in either zero coupon bonds or TIPS may require it to distribute to shareholders an amount greater than the total cash income it actually receives. Accordingly, in order to make the required distributions, the fund may be required to borrow or liquidate securities. 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 14 rights is normally at a discount from market value of the common stock at the time of distribution. The rights do not carry with them the right to dividends or to vote and may or may not be transferable. Stock purchase rights are frequently used outside of the United States as a means of raising additional capital from an issuer's current shareholders. As a result, an investment in warrants or stock purchase rights may be considered more speculative than certain other types of investments. In addition, the value of a warrant or a stock purchase right does not necessarily change with the value of the underlying securities, and warrants and stock purchase rights expire worthless if they are not exercised on or prior to their expiration date. PREFERRED SHARES The fund may invest in preferred shares. 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. 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. 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. 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 (such as the financial crisis that began in 2008), the 15 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, 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. INVESTMENTS IN EMERGING MARKETS. The fund may invest in securities of issuers in countries with emerging economies or securities markets. Emerging economies or securities markets will generally include, but not be limited to, countries included in the Morgan Stanley Capital International (MSCI) Emerging & Frontier Markets Index. The fund will generally focus on emerging markets that do not impose unusual trading requirements which tend to restrict the flow of investments. In addition, the fund may invest in unquoted securities of emerging market issuers. 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. The 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. 16 NON-U.S. SECURITIES MARKETS AND REGULATIONS. There may be less publicly available information about non-U.S. markets and issuers than is available with respect to U.S. securities and issuers. Non-U.S. companies generally are not subject to accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to U.S. companies. The trading markets for most non-U.S. securities are generally less liquid and subject to greater price volatility than the markets for comparable securities in the U.S. The markets for securities in certain emerging markets are in the earliest stages of their development. Even the markets for relatively widely traded securities in certain non-U.S. markets, including emerging market countries, may not be able to absorb, without price disruptions, a significant increase in trading volume or trades of a size customarily undertaken by institutional investors in the U.S. Additionally, market making and arbitrage activities are generally less extensive in such markets, which may contribute to increased volatility and reduced liquidity. The less liquid a market, the more difficult it may be for the fund to accurately price its portfolio securities or to dispose of such securities at the times determined by Pioneer to be appropriate. The risks associated with reduced liquidity may be particularly acute in situations in which the fund's operations require cash, such as in order to meet redemptions and to pay its expenses. ECONOMIC, POLITICAL AND SOCIAL FACTORS. Certain countries, including emerging markets, may be subject to a greater degree of economic, political and social instability than 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 instability could significantly disrupt the financial markets in such countries and the ability of the issuers in such countries to repay their obligations. In 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. Investments that have exposure to Russian or Ukrainian issuers or markets may be significantly affected by recent events in those regions and economic sanctions against Russia and other responses to these events by the United States and other nations. 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. 17 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. In addition, voters in the United Kingdom have approved withdrawal from the European Union. Other countries may seek to withdraw from the European Union and/or abandon the euro, the common currency of the European 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 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. The inability of the fund to make intended securities purchases due to settlement problems could cause the fund to miss attractive investment opportunities. Inability to dispose of a portfolio security caused by settlement problems could result either in losses to the fund due to a subsequent decline in value of the portfolio security or could result in possible liability to the fund. In addition, security settlement and clearance procedures in some emerging countries may not fully protect the fund against loss or theft of its assets. WITHHOLDING AND OTHER TAXES. The fund 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. 18 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, certain benefits (i.e., rights offerings) which may be associated with the security underlying the depositary receipt may not inure to the benefit of the holder of such depositary receipt. 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 Pioneer. Hedging against a decline in the value of a currency does not eliminate fluctuations in the prices of portfolio securities or prevent losses if the prices of such securities decline. Such transactions also limit the opportunity for gain if the value of the hedged currency should rise. Moreover, it may not be possible for the fund to hedge against a devaluation that is so generally anticipated that the fund is not able to contract to sell the currency at a price above the devaluation level it anticipates. The fund may also engage in cross-hedging by using forward contracts in one currency to hedge against fluctuations in the value of securities denominated in a different currency, if Pioneer determines that there is a pattern of correlation between the two currencies. Cross-hedging may also include entering into a forward transaction involving two foreign currencies, using one foreign currency as a proxy for the U.S. dollar to hedge against variations in the other foreign currency. 19 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 in a particular currency and forward contracts entered into by the fund. Such imperfect correlation may cause the fund to sustain losses which will prevent the fund from achieving a complete hedge or expose the fund to risk of foreign exchange loss. Over-the-counter markets for trading foreign forward currency contracts offer less protection against defaults than is available when trading in currency instruments on an exchange. Since a forward foreign currency exchange contract is not guaranteed by an exchange or clearinghouse, a default on the contract would deprive the fund of unrealized profits or force the fund to cover its commitments for purchase or resale, if any, at the current market price. If the fund enters into a forward contract to purchase foreign currency, the custodian or Pioneer will segregate liquid assets. See "Asset Segregation." OPTIONS ON FOREIGN CURRENCIES The fund may purchase 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 20 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. A call option written on foreign currency by the fund is "covered" if the fund owns the underlying foreign currency subject to the call, or if it has an absolute and immediate right to acquire that foreign currency without additional cash consideration. A call option is also covered if the fund holds a call on the same foreign currency for the same principal amount as the call written where the exercise price of the call held is (a) equal to or less than the exercise price of the call written or (b) greater than the exercise price of the call written if the amount of the difference is maintained by the fund in cash or liquid securities. See "Asset Segregation." The fund may close out its position in a currency option by either selling the option it has purchased or entering into an offsetting option. An exchange-traded options position may be closed out only on an options exchange which provides a secondary market for an option of the same series. Although the fund will generally purchase or write only those options for which there appears to be an active secondary market, there is no assurance that a liquid secondary market on an exchange will exist for any particular option, or at any particular time. For some options no secondary market on an exchange may exist. In such event, it might not be possible to effect closing transactions in particular options, with the result that the fund would have to exercise its options in order to realize any profit and would incur transaction costs upon the sale of underlying currencies pursuant to the exercise of put options. If the fund as a covered call option writer is unable to effect a closing purchase transaction in a secondary market, it will not be able to sell the underlying currency (or security quoted or denominated in that currency) until the option expires or it delivers the underlying currency upon exercise. The fund may also use options on currencies to cross-hedge, which involves writing or purchasing options on one currency to hedge against changes in exchange rates of a different currency with a pattern of correlation. Cross-hedging may also include using a foreign currency as a proxy for the U.S. dollar, if Pioneer determines that there is a pattern of correlation between that currency and the U.S. dollar. The fund may purchase and write over-the-counter options. 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. 21 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. 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, gaining unauthorized access to digital systems (e.g., through "hacking" or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing 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). Cybersecurity failures or breaches by the fund's adviser, transfer agent, distributor and other service providers (including, but not limited to, the fund's custodian and financial intermediaries), and the issuers of securities in which the fund invests, 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 transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. While the fund or its adviser has established business continuity plans in the event of, and risk management systems to prevent, 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 cyber security plans and systems put in place by service providers to the fund and issuers in which the fund invests. The fund and its shareholders could be negatively impacted as a result. 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 objectives 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. 22 ETFs are subject to the risks of investing in the underlying securities. The fund, as a holder of the securities of the ETF, will bear its pro rata portion of the ETF's expenses, including advisory fees. These expenses are in addition to the direct expenses of the fund's own operations. 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. REITs are generally classified as equity REITs, mortgage REITs or a combination of equity and mortgage REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. REITs are not taxed on income distributed to shareholders provided they comply with the applicable requirements of the 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. REITs are dependent upon the skills of their managers and are not diversified. REITs are generally dependent upon maintaining cash flows to repay 23 borrowings and to make distributions to shareholders and are subject to the risk of default by lessees or borrowers. REITs whose underlying assets are concentrated in properties used by a particular industry, such as health care, are also subject to risks associated with such industry. REITs (especially mortgage REITs) are also subject to interest rate risks. When interest rates decline, the value of a REIT's investment in fixed rate obligations can be expected to rise. Conversely, when interest rates rise, the value of a REIT's investment in fixed rate obligations can be expected to decline. If the REIT invests in adjustable rate mortgage loans, the interest rates on which are reset periodically, yields on a REIT's investments in such loans will gradually align themselves to reflect changes in market interest rates. This causes the value of such investments to fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations. REITs may have limited financial resources, may trade less frequently and in a limited volume and may be subject to more abrupt or erratic price movements than larger company securities. Historically REITs have been more volatile in price than the larger capitalization stocks included in the S&P 500. 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, 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 24 to these instruments, including rules with respect to recordkeeping, reporting, business conduct, relationship documentation, margin, collateral, clearing, and trade execution requirements. 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. The 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. 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, 25 or the fund will use the other methods described below. The fund's purpose in writing covered call options is to realize greater income than would be realized on portfolio securities transactions alone. However, the fund may forgo the opportunity to profit from an increase in the market price of the underlying security. A put option written by the fund would obligate the fund to purchase specified securities from the option holder at a specified price if the option is exercised at any time before the expiration date. 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. 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 26 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. 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 27 purchased by other investment advisory clients of Pioneer. An exchange, board of trade or other trading facility may order the liquidations of positions found to be in excess of these limits, and it may impose certain other sanctions. The writing and purchase of options is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. The successful use of protective puts for hedging purposes depends in part on the ability of Pioneer to predict future price fluctuations and the degree of correlation between the options and securities markets. The hours of trading for options may not conform to the hours during which the underlying securities are traded. To the extent that the options markets close before the markets for the 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. The 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. The fund may invest in futures contracts based on the Chicago Board of 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 may invest in futures and options based on credit derivative contracts on baskets or indices of securities, such as CDX. An interest rate futures contract provides for the future sale by one party and the purchase by the other party of a specified amount of a particular financial instrument (debt security) at a specified price, date, time and place. The fund will engage in futures and related options transactions for bona fide hedging and non-hedging purposes as described below. All futures contracts entered into by the fund are traded on U.S. exchanges or boards of trade that are licensed and regulated by the CFTC or on non-U.S. exchanges. FUTURES CONTRACTS. A futures contract may generally be described as an agreement between two parties to buy and sell particular financial instruments for an agreed price during a designated month (or to deliver the final cash settlement price, in the case of a contract relating to an index or otherwise not calling for physical delivery at the end of trading in the contract). When interest rates are rising or securities prices are falling, the fund can seek to offset a decline in the value of its current portfolio securities through the sale of futures contracts. When interest rates are falling or securities prices are rising, the fund, through the purchase of futures contracts, can attempt to secure better rates or prices than might later be available in the market when it effects anticipated purchases. Similarly, the fund can sell futures contracts on a specified currency to protect against a decline in the value of such currency and a decline in the value of its portfolio securities which are denominated in such currency. The fund can purchase futures contracts on a foreign currency to establish the price in U.S. dollars of a security denominated in such currency that the fund has acquired or expects to acquire. Positions taken in the futures markets are not normally held to maturity but are instead liquidated through offsetting transactions which may result in a profit or a loss. While futures contracts on securities or currency will usually be liquidated in this manner, the fund may instead make, or take, delivery of the underlying 28 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 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, 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. OPTIONS ON FUTURES CONTRACTS. The acquisition of put and call options on futures contracts will give the fund the right (but not the obligation) for a specified price to sell or to purchase, respectively, the underlying futures contract at any time during the option period. As the purchaser of an option on a futures contract, the fund obtains the benefit of the futures position if prices move in a favorable direction, but limits its risk of loss in the event of an unfavorable price movement to the loss of the premium and transaction costs. The writing of a call option on a futures contract generates a premium which may partially offset a decline in the value of the fund's assets. By writing a call option, the fund becomes obligated, in exchange for the premium, to sell a futures contract (if the option is exercised), which may have a value higher than the exercise price. Conversely, the writing of a put option on a futures contract generates a premium which may partially offset an increase in the price of securities that the fund intends to purchase. However, the fund becomes obligated to purchase a futures contract (if the option is exercised) which may have a value lower than the exercise price. Thus, the loss incurred by the fund in writing options on futures is potentially unlimited and may exceed the amount of the premium received. The fund will incur transaction costs in connection with the writing of options on futures. The holder or writer of an option on a futures contract may terminate its position by selling or purchasing an offsetting option on the same series. There is no guarantee that such closing transactions can be effected. The fund's ability to establish and close out positions on such options will be subject to the development and maintenance of a liquid market. 29 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. The 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. INTEREST RATE SWAPS, COLLARS, CAPS AND FLOORS In order to hedge the value of the portfolio against interest rate fluctuations or to enhance the fund's income, the fund may, but is not required to, enter into various interest rate transactions such as interest rate swaps and the purchase or sale of interest rate caps and floors. To the extent that the fund enters into these transactions, the fund expects to do so primarily to preserve a return or spread on a particular investment or portion of its portfolio or to protect against any increase in the price of securities the fund anticipates purchasing at a later date. The fund intends to use these transactions primarily as a hedge and not as a speculative investment. However, the fund also may invest in interest rate swaps to enhance income or to increase the fund's yield, for example, during periods of steep interest rate yield curves (i.e., wide differences between short-term and long-term interest rates). The fund is not required to hedge its portfolio and may choose not to do so. The fund cannot guarantee that any hedging strategies it uses will work. In an interest rate swap, the fund exchanges with another party their respective commitments to pay or receive interest (e.g., an exchange of fixed rate payments for floating rate payments). For example, if the fund holds a debt instrument with an interest rate that is reset only once each year, it may swap the right to receive interest at this fixed rate for the right to receive interest at a rate that is reset every week. This would enable the fund to offset a decline in the value of the debt instrument due to rising interest rates but would also limit its ability to benefit from falling interest rates. Conversely, if the fund holds a debt instrument with an interest rate that is reset every week and it would like to lock in what it believes to be a high interest rate for one year, it may swap the right to receive interest at this variable weekly rate for the right to receive interest at a rate that is fixed for one year. Such a swap would protect the fund from a reduction in yield due to falling interest rates and may permit the fund to enhance its income through the positive differential between one week and one year interest rates, but would preclude it from taking full advantage of rising interest rates. 30 The fund usually will enter into interest rate swaps on a net basis (i.e., the two payment streams are netted out with the fund receiving or paying, as the case may be, only the net amount of the two payments). The net amount of the excess, if any, of the fund's obligations over its entitlements with respect to each interest rate swap will be accrued on a daily basis, and an amount of cash or liquid instruments having an aggregate net asset value at least equal to the accrued excess will be maintained in a segregated account by the fund's custodian. If the interest rate swap transaction is entered into on other than a net basis, the full amount of the fund's obligations will be accrued on a daily basis, and the full amount of the fund's obligations will be maintained in a segregated account by the fund's custodian. The fund also may engage in interest rate transactions in the form of purchasing or selling interest rate caps or floors. The fund will not sell interest rate caps or floors that it does not own. The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index exceeds a predetermined interest rate, to receive payments of interest equal to the difference of the index and the predetermined rate on a notional principal amount (i.e., the reference amount with respect to which interest obligations are determined although no actual exchange of principal occurs) from the party selling such interest rate cap. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest rate, to receive payments of interest at the difference of the index and the predetermined rate on a notional principal amount from the party selling such interest rate floor. The fund will not enter into caps or floors if, on a net basis, the aggregate notional principal amount with respect to such agreements exceeds the net assets of the fund. Typically, the parties with which the fund will enter into interest rate transactions will be broker-dealers and other financial institutions. The fund will not enter into any interest rate swap, cap or floor transaction unless the unsecured senior debt or the claims-paying ability of the other party thereto is rated investment grade quality by at least one nationally recognized statistical rating organization at the time of entering into such transaction or whose creditworthiness is believed by the fund's adviser to be equivalent to such rating. If there is a default by the other party to such a transaction, the fund will have contractual remedies pursuant to the agreements related to the transaction. The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation. Caps and floors are less liquid than swaps. Certain federal income tax requirements may limit the fund's ability to engage in interest rate swaps. 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 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 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. 31 TOTAL RETURN SWAPS, CAPS, FLOORS AND COLLARS The fund may enter into total return swaps, caps, floors and collars to hedge assets or liabilities or to seek to increase total return. Total return swaps involve the exchange by a fund with another party of their respective commitments to make or receive payments based on the change in market value of a specified security, basket of securities or benchmark. The fund may invest in swaps based on VIX futures contracts. The VIX is an index of market sentiment derived from S&P 500 Index option prices, and is designed to reflect investors' consensus view of expected stock market volatility over future periods. Total return swaps may be used to obtain exposure to a security or market without owning or taking physical custody of such security or market. The purchase of a cap entitles the purchaser, to the extent that the market value of a specified security or benchmark exceeds a predetermined level, to receive payments of a contractually-based amount from the party selling the cap. The purchase of a floor entitles the purchaser, to the extent that the market value of a specified 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 total return swaps, caps, floors and collars may be considered speculative because they involve significant risk of loss. If 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 securities. CREDIT DEFAULT SWAP AGREEMENTS The fund may enter into credit default swap agreements. The "buyer" in a credit default contract is obligated to pay the "seller" a periodic stream of payments over the term of the contract provided that no specified events of default, or "credit events", on an underlying reference obligation have occurred. If such a credit event occurs, the seller must pay the buyer the "par value" (full notional value) of the reference obligation in exchange for the reference obligation, or must make a cash settlement payment. The fund may be either the buyer or seller in the transaction. If the fund is a buyer and no credit event occurs, the fund will receive no return on the stream of payments made to the seller. However, if a credit event occurs, the fund, as the buyer, receives the full notional value for a reference obligation that may have little or no value. As a seller, the fund receives a fixed rate of income throughout the term of the contract, which typically is between six months and three years, provided that there is no credit event. If a credit event occurs, the fund, as the seller, must pay the buyer the full notional value of the reference obligation. The fund, as the seller, would be entitled to receive the reference obligation. Alternatively, the fund may be required to make a cash settlement payment, where the reference obligation is received by the fund as seller. The value of the reference obligation, coupled with the periodic payments previously received, would likely be less than the full notional value the fund pays to the buyer, resulting in a loss of value to the fund as seller. When the fund acts as a seller of a credit default swap agreement it is exposed to the risks of a leveraged transaction. Credit default swaps may involve greater risks than if the fund had invested in the reference obligation directly. In addition to general market risks, credit default swaps are subject to illiquidity risk, counterparty risk and credit risk. The fund will enter into swap agreements only with counterparties who are rated investment grade quality by at least one nationally recognized statistical rating organization at the time of entering into such transaction or whose creditworthiness is believed to be equivalent to such rating. Recent legislation will require most swaps to be executed through a centralized exchange or regulated facility and be cleared through a regulated clearinghouse. The swap market could be disrupted or limited as a result of this legislation, which could adversely affect the fund. Moreover, the establishment of a centralized exchange or market for swap transactions may not result in swaps being easier to trade or value. 32 The fund may also invest in credit derivative contracts on baskets or indices of securities, such as CDX. A CDX can be used to hedge credit risk or to take a position on a basket of credit entities or indices. The individual credits underlying credit default swap indices may be rated investment grade or non-investment grade. These instruments are designed to track representative segments of the credit default swap market such as investment grade, below investment grade and emerging markets. A CDX index tranche provides access to customized risk, exposing each investor to losses at different levels of subordination. The lowest part of the capital structure is called the "equity tranche" as it has exposure to the first losses experienced in the basket. The mezzanine and senior tranches are higher in the capital structure but can also be exposed to loss in value. Investments are subject to liquidity risks as well as other risks associated with investments in credit default swaps. CREDIT-LINKED NOTES The fund may invest in credit-linked notes ("CLNs"), which are derivative instruments. A CLN is a synthetic obligation between two or more parties where the payment of principal and/or interest is based on the performance of some obligation (a reference obligation). In addition to credit risk of the reference obligations and interest rate risk, the buyer/seller of the CLN is subject to counterparty risk. EXCHANGE TRADED NOTES The fund may invest in exchange traded notes ("ETNs"). An ETN is a type of senior, unsecured, unsubordinated debt security issued by financial institutions that combines both aspects of bonds and ETFs. An ETN's returns are based on the performance of a market index or other reference asset minus fees and expenses. Similar to ETFs, ETNs are listed on an exchange and traded in the secondary market. However, unlike an ETF, an ETN can be held until the ETN's maturity, at which time the issuer will pay a return linked to the performance of the market index or other reference asset to which the ETN is linked minus certain fees. Unlike regular bonds, ETNs do not make periodic interest payments and principal is not protected. An ETN that is tied to a specific index may not be able to replicate and maintain exactly the composition and relative weighting of securities, commodities or other components in the applicable index. ETNs also incur certain expenses not incurred by their applicable index. Additionally, certain components comprising the index tracked by an ETN may, at times, be temporarily unavailable, which may impede an ETN's ability to track its index. Some ETNs that use leverage can, at times, be relatively illiquid and, thus, they may be difficult to purchase or sell at a fair price. Leveraged ETNs are subject to the same risk as other instruments that use leverage in any form. While leverage allows for greater potential return, the potential for loss is also greater. However, the fund's potential loss is limited to the amount actually invested in the ETN. The market value of an ETN is influenced by supply and demand for the ETN, the current performance of the index or other reference asset, the credit rating of the ETN issuer, volatility and lack of liquidity in the reference asset, changes in the applicable interest rates, and economic, legal, political or geographic events that affect the reference asset. The market value of ETN shares may differ from their net asset value. This difference in price may be due to the fact that the supply and demand in the market for ETN shares at any point in time is not always identical to the supply and demand in the market for the securities underlying the index (or other reference asset) that the ETN seeks to track. The value of an ETN may also change due to a change in the issuer's credit rating. As a result, there may be times when an ETN share trades at a premium or discount to its net asset value. The fund will bear its pro rata portion of any fees and expenses borne by the ETN. These fees and expenses generally reduce the return realized at maturity or upon redemption from an investment in an ETN. FOREIGN CURRENCY SWAPS Foreign currency swaps involve the exchange by the lenders, including the Fund, with another party (the "counterparty") of the right to receive the currency in which the loans are denominated for the right to receive U.S. dollars. The fund will enter into a foreign currency swap only if the outstanding debt obligations of the counterparty are rated investment grade quality by at least one nationally recognized statistical rating organization at the time of entering into such transaction or whose creditworthiness is believed by 33 the fund's adviser to be equivalent to such rating. The amounts of U.S. dollar payments to be received by the fund and the foreign currency payments to be received by the counterparty are fixed at the time the swap arrangement is entered into. Accordingly, the swap protects the fund from the fluctuations in exchange rates and locks in the right to receive payments under the loan in a predetermined amount of U.S. dollars. If there is a default by the counterparty, the fund will have contractual remedies pursuant to the swap agreement; however, the U.S. dollar value of the fund's right to receive foreign currency payments under the obligation will be subject to fluctuations in the applicable exchange rate to the extent that a replacement swap arrangement is unavailable or the fund is unable to recover damages from the defaulting counterparty. CROSS CURRENCY INTEREST RATE SWAP AGREEMENTS Cross currency interest rate swap agreements combine features of currency swap agreements and interest rate swap agreements. The cross currency interest rate swaps in which the fund may enter generally will involve both the exchange of currency and the payment of interest streams with reference to one currency based on a specified index in exchange for receiving interest streams with reference to the other currency. Such swaps may involve initial and final exchanges that correspond to the agreed upon transaction amount. For example, the payment stream on a specified amount of euro based on a European market floating rate might be exchanged for a U.S. oriented floating rate on the same principal amount converted into U.S. dollars. FINANCIAL FUTURES AND OPTIONS TRANSACTIONS. Commodity Futures Trading Commission ("CFTC") rules subject registered investment companies and advisers to regulation by the CFTC if a fund invests more than a prescribed level of its assets in certain CFTC-regulated instruments (including futures, certain options and swaps transactions) or markets itself as providing investment exposure to such instruments. Each fund is subject to regulation as a commodity pool operator under the Commodity Exchange Act. The adviser is registered with the CFTC as a commodity pool operator and commodity trading adviser. OTHER INVESTMENTS AND INVESTMENT TECHNIQUES SHORT-TERM INVESTMENTS For temporary defensive or cash management purposes, the fund may invest in all types of short-term investments including, but not limited to, (a) commercial paper and other short-term commercial obligations; (b) obligations (including certificates of deposit and bankers' acceptances) of banks; (c) obligations issued or guaranteed by a governmental issuer, including governmental agencies or instrumentalities; (d) fixed income securities of non-governmental issuers; and (e) other cash equivalents or cash. Subject to the fund's restrictions regarding investment in non-U.S. securities, these securities may be denominated in any currency. Although these investments generally are rated investment grade or are determined by Pioneer to be of equivalent credit quality, the fund may also invest in these instruments if they are rated below investment grade in accordance with its investment objectives, 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 by Pioneer. Pioneer determines the liquidity of Rule 144A and other restricted securities according to procedures adopted by the Board of Trustees. Under the direction of the Board of Trustees, Pioneer monitors the application of these guidelines and procedures. The inability of the fund to dispose of illiquid investments 34 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, 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. 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. 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 up to 5% of the fund's total assets from banks and other lenders for temporary purposes. The fund will segregate assets in an amount at least equal to the repurchase price of the securities. 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. 35 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 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 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 Pioneer will segregate liquid assets in an amount required to comply with the 1940 Act. To the extent the fund sells or writes credit default swaps, the fund segregates liquid assets at least equal to the full notional value of such credit default swaps. 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. 36 LENDING OF PORTFOLIO SECURITIES The fund may lend portfolio securities to registered broker-dealers or other institutional investors deemed by Pioneer to be of good standing under agreements which require that the loans be secured continuously by collateral in 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. 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 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. 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. 37 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 from another fund, there is a risk that the loan could be called on one day's notice or not renewed, in which case the fund may have to borrow from a bank at higher rates if an Interfund Loan were not available from another fund. A delay in repayment to a lending fund could result in a lost opportunity or additional lending costs. WHEN-ISSUED AND DELAYED DELIVERY SECURITIES The fund may purchase securities, including U.S. government securities, on a when-issued basis or may purchase or sell securities for delayed delivery. In such transactions, delivery of the securities occurs beyond the normal settlement period, but no payment or delivery is made by the fund prior to the actual delivery or payment by the other party to the transaction. The fund will not earn income on these securities until delivered. The purchase of securities on a when-issued or delayed delivery basis involves the risk that the value of the securities purchased will decline prior to the settlement date. The sale of securities for delayed delivery involves the risk that the prices available in the market on the delivery date may be greater than those obtained in the sale transaction. 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 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 Pioneer have access to their portfolio holdings, and prospective clients have access to representative holdings. Generally, 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. 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.pioneerinvestments.com) 38 and may be sent to rating agencies, reporting/news services and financial intermediaries, upon request. In addition, Pioneer generally makes publicly available information regarding a fund's top ten holdings (including the percentage of 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. 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. Pioneer's compliance department, the local head of investment management and the global chief investment officer may, but only acting jointly, grant exemptions to this policy. Exemptions may be granted only if these persons determine that providing such information is consistent with the interests of shareholders and the third party agrees to limit the use of such information only for the authorized purpose, to keep such information confidential, and not to trade on such information. Although the Board 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, 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 Pioneer in accordance with the policy or the exceptions permitted under the policy. Any change to the policy to expand 39 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 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 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-Q. These shareholder reports and regulatory filings are filed with the SEC, as required by the federal securities laws. Form N-Q 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. INVESTMENT RESTRICTIONS FUNDAMENTAL INVESTMENT POLICIES Each 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; or (2) more than 50% of the outstanding shares of the fund. Each 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. 40 (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 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 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; in 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 41 than 10% of the outstanding voting securities of those issuers, cannot exceed the 25% cap. A 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 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. A 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. 42 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, the current SEC staff position generally limits 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, the current SEC staff position generally limits 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 either directly or indirectly by a variety of factors. There also may be storage charges and risks of loss associated with physical commodities. The 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. The 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. No fund invests in an underlying fund with the intention of directly or indirectly concentrating its investments in a particular industry. However, it is possible that a fund may have significant exposure to a particular industry as a result of one or more underlying fund's holdings. Each 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 43 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. Each fund's investment objective is non-fundamental and it and each fund's non-fundamental investment policies may be changed by a vote of the Board of Trustees without approval of shareholders at any time. DIVERSIFICATION Each fund is currently classified as a diversified fund under the 1940 Act. A 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 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 (66) 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) ----
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NAME, AGE AND TERM OF OFFICE AND OTHER DIRECTORSHIPS POSITION HELD WITH THE FUND LENGTH OF SERVICE PRINCIPAL OCCUPATION HELD BY TRUSTEE ----------------------------- -------------------------- ------------------------------------------- -------------------------- DAVID R. BOCK (72) Trustee since 2005. Managing Partner, Federal City Director of New York Trustee Serves until a successor Capital Advisors (corporate advisory Mortgage Trust --- trustee is elected or services company) (1997 - 2004 (publicly-traded earlier retirement or and 2008 - present); Interim Chief mortgage REIT) removal. Executive Officer, Oxford Analytica, (2004 - 2009, 2012 -------------------------- Inc. (privately held research and - present); Director of consulting company) (2010); The Swiss Helvetia Executive Vice President and Chief Fund, Inc. Financial Officer, I-trax, Inc. (publicly (closed-end fund) traded health care services (2010 - present); company) (2004 - 2007); and Director of Oxford Executive Vice President and Chief Analytica, Inc. (2008 Financial Officer, Pedestal Inc. - present); and (internet-based mortgage trading Director of Enterprise company) (2000 - 2002); Private Community Consultant (1995 - 1997); Investment, Inc. Managing Director, Lehman (privately-held Brothers (1992 - 1995); Executive, affordable housing The World Bank (1979 - 1992) finance company) ------------------------------------------- (1985 - 2010); -------------------------- BENJAMIN M. FRIEDMAN Trustee since 2008. William Joseph Maier Professor of Trustee, Mellon (72) 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) ---- MARGARET B.W. GRAHAM Trustee since 2004. Founding Director, Vice-President None ---- (69) Serves until a successor and Corporate Secretary, The Trustee trustee is elected or Winthrop Group, Inc. (consulting --- earlier retirement or firm) (1982 - present); Desautels removal. Faculty of Management, McGill -------------------------- University (1999 - present); and Manager of Research Operations and Organizational Learning, Xerox PARC, Xerox's advance research center (1990-1994) ------------------------------------------- MARGUERITE A. PIRET (68) Trustee since 2004. President and Chief Executive Director of New Trustee Serves until a successor Officer, Newbury Piret Company America High Income --- trustee is elected or (investment banking firm) (1981 - Fund, Inc. earlier retirement or present) (closed-end ------------------------------------------- removal. investment company) -------------------------- (2004 - present); and Member, Board of Governors, Investment Company Institute (2000 - 2006) ----
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NAME, AGE AND TERM OF OFFICE AND OTHER DIRECTORSHIPS POSITION HELD WITH THE FUND LENGTH OF SERVICE PRINCIPAL OCCUPATION HELD BY TRUSTEE ----------------------------- -------------------------- -------------------------------------- --------------------- FRED J. RICCIARDI (69) 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) -------------------------------------- INTERESTED TRUSTEE: ----------------------------- ---- -------------------------------------- ---- KENNETH J. TAUBES (58)* 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 Pioneer Investment removal Management USA Inc. ("PIM-USA"); ---- Executive Vice President and Chief Investment Officer, U.S. of Pioneer (since 2008); Executive Vice President of Pioneer Institutional Asset Management, Inc. (since 2009); Portfolio Manager of Pioneer (since 1999) -------------------------------------- ADVISORY TRUSTEE: ----------------------------- ---- -------------------------------------- ---- LORRAINE H. MONCHAK Advisory Trustee since Chief Investment Officer, 1199 SEIU Trustee of Pioneer (60)** 2014. Funds (healthcare workers union closed-end ---- Advisory Trustee pension funds) (2001 - present); investment ----------------------------- Vice President - International companies (5 Investments Group, American portfolios) (Sept. International Group, Inc. (insurance 2015-present) ---- 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) --------------------------------------
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NAME, AGE AND TERM OF OFFICE AND OTHER DIRECTORSHIPS POSITION HELD WITH THE FUND LENGTH OF SERVICE PRINCIPAL OCCUPATION HELD BY TRUSTEE ----------------------------- ----------------------- -------------------------------------- --------------------- FUND OFFICERS: ----------------------------- ----------------------- -------------------------------------- ---- LISA M. JONES (54) Since 2014. Serves at Chair, Director, CEO and President Trustee of Pioneer President and Chief the discretion of the of PIM-USA (since September closed-end Executive Officer Board 2014); Chair, Director and CEO of investment ----------------------------- ----------------------- Pioneer Investment Management, companies (5 Inc. (since September 2014); Chair, portfolios) (Sept. Director and CEO of Pioneer Funds 2015-present) ---- Distributor, Inc. (since September 2014); Chair, Director, CEO and President of Pioneer Institutional Asset Management, Inc. (since September 2014); Managing Director, Morgan Stanley Investment Management (2010 - 2013); Director of Institutional Business, CEO of International, Eaton Vance Management (2005 - 2010) -------------------------------------- CHRISTOPHER J. KELLEY (51) Since 2004. Serves at Vice President and Associate None ---- Secretary and Chief Legal the discretion of the General Counsel of Pioneer since Officer Board 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 Pioneer from July 2002 to December 2007 -------------------------------------- CAROL B. HANNIGAN (55) Since 2010. Serves at Fund Governance Director of 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 Pioneer from December 2003 to November 2006; and Senior Paralegal of Pioneer from January 2000 to November 2003 -------------------------------------- THOMAS REYES (53) Since 2010. Serves at Senior Counsel of Pioneer since None ---- Assistant Secretary the discretion of the May 2013 and Assistant Secretary ----------------------------- Board of all the Pioneer Funds since June ----------------------- 2010; Counsel of Pioneer from June 2007 to May 2013 -------------------------------------- MARK E. BRADLEY (56) Since 2008. Serves at Vice President - Fund Treasury of None ---- Treasurer and Chief the discretion of the Pioneer; Treasurer of all of the Financial and Accounting Board Pioneer Funds since March 2008; ----------------------- Officer Deputy Treasurer of 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 (51) Since 2004. Serves at Director - Fund Treasury of Pioneer; None ---- Assistant Treasurer the discretion of the and Assistant Treasurer of all of the ----------------------------- Board Pioneer Funds ----------------------- --------------------------------------
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NAME, AGE AND TERM OF OFFICE AND OTHER DIRECTORSHIPS POSITION HELD WITH THE FUND LENGTH OF SERVICE PRINCIPAL OCCUPATION HELD BY TRUSTEE ----------------------------- ----------------------- --------------------------------------- --------------------- GARY SULLIVAN (58) Since 2004. Serves at Fund Accounting Manager - Fund None --------------------- Assistant Treasurer the discretion of the Treasury of Pioneer; and Assistant ----------------------------- Board Treasurer of all of the Pioneer Funds ----------------------- --------------------------------------- DAVID F. JOHNSON (36) Since 2009. Serves at Fund Administration Manager - Fund None --------------------- Assistant Treasurer the discretion of the Treasury of Pioneer since November ----------------------------- Board 2008; Assistant Treasurer of all of ----------------------- the Pioneer Funds since January 2009; Client Service Manager - Institutional Investor Services at State Street Bank from March 2003 to March 2007 --------------------------------------- JEAN M. BRADLEY (64) Since 2010. Serves at Chief Compliance Officer of Pioneer None --------------------- Chief Compliance Officer the discretion of the and of all the Pioneer Funds since ----------------------------- Board March 2010; Chief Compliance ----------------------- Officer of Pioneer Institutional Asset Management, Inc. since January 2012; Chief Compliance Officer of Vanderbilt Capital Advisors, LLC since July 2012: Director of Adviser and Portfolio Compliance at Pioneer since October 2005; Senior Compliance Officer for Columbia Management Advisers, Inc. from October 2003 to October 2005 --------------------------------------- KELLY O'DONNELL (45) Since 2006. Serves at Director - Transfer Agency None --------------------- Anti-Money Laundering the discretion of the Compliance of Pioneer and Officer Board Anti-Money Laundering Officer of all ----------------------------- ----------------------- the Pioneer Funds since 2006 ---------------------------------------
* Mr. Taubes is an Interested Trustee because he is an officer or director of the fund's investment adviser and certain of its affiliates. ** Ms. Monchak is a non-voting advisory trustee. 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 8 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 Mr. Taubes, his association with 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. Bock, accounting, financial, business and public company experience as a chief financial officer and an executive officer and experience as a board member of other organizations; Mr. Friedman, academic leadership, economic and finance experience and investment company board experience; Ms. Graham, academic leadership, experience in business, finance and management consulting; Mr. Perna, accounting, financial, and business experience as an executive officer and experience as a board member 48 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; and Mr. Taubes, portfolio management experience and leadership roles with 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. The Independent Trustees also regularly meet without the presence of management and are advised by independent legal counsel. The Board has determined that delegation to the committees of specified oversight responsibilities helps ensure that the fund has effective and independent governance and oversight. Notwithstanding the fact that the Chairman of the Board is an Independent Trustee, the Board continues to believe that the committee structure enables the Board more effectively to 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, 0, 5 and 5 meetings, respectively. INDEPENDENT TRUSTEES COMMITTEE David R. Bock, Benjamin M. Friedman, Margaret B.W. Graham, 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. The 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 David R. Bock (Chair), Benjamin M. Friedman, Lorraine H. Monchak (non-voting advisory member) and Marguerite A. Piret. 49 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 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 Margaret B.W. Graham (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). 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; and 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. 50 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), Margaret B.W. Graham, and Fred J. Ricciardi. 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 David R. Bock, Benjamin M. Friedman, Lorraine H. Monchak (non-voting advisory member) and Marguerite A. Piret (Chair). The Valuation Committee, among other things, determines with 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 oversees risk management of the fund's investment management and business operations. In performing this oversight function, the Board considers various risks and risk management practices relating to the fund. The Board has delegated certain aspects of its risk oversight responsibilities to the committees. Each 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 Pioneer, its affiliates, and other service providers, 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. Under the overall supervision of the Board or the applicable committee of the Board, the fund, or Pioneer and the affiliates of 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 Pioneer's chief compliance officer and Pioneer's chief risk officer and director of internal audit, as well as various personnel of 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 51 related to risks typically are summaries of relevant information. During the course of the most recent fiscal year, the Trustees increased the number of presentations from the directors of Internal Audit and Risk Management at Pioneer, as well as the Chief Operating Officer to whom they report, concerning the results and process of their responsibilities. 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 Pioneer and its affiliates or other service providers. As a result of the foregoing and other factors, the fund's ability to manage risk is subject to substantial limitations. In addition, 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. The Independent Trustees review and set their compensation annually, taking into consideration the committee and other responsibilities assigned to specific Trustees. The table under "Annual Fees, Expense and Other Information - Compensation of Officers and Trustees" sets forth the compensation paid to each of the Trustees. The compensation paid to the Trustees is then allocated among the funds as follows: o each fund with assets less than $250 million pays each Independent Trustee an annual fee of $1,000. o the remaining compensation of the Independent Trustees is allocated to each fund with assets greater than $250 million based on the fund's net assets. o the Interested Trustees receive an annual fee of $500 from each fund, except in the case of funds with net assets of $50 million or less, which pay each Interested Trustee an annual fee of $200. Pioneer reimburses these funds for the fees paid to the Interested Trustees. Except for the chief compliance officer, each fund does not pay any salary or other compensation to its officers. Each fund pays a portion of the chief compliance officer's compensation for her services as the fund's chief compliance officer. 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 Each fund offers its shares to Trustees and officers of the fund and employees of Pioneer and its affiliates without a sales charge in order to encourage investment in the fund by individuals who are responsible for its management and because the sales to such persons do not entail any sales effort by the fund, brokers or other intermediaries. OTHER INFORMATION The Amended and Restated Agreement and Declaration of Trust provides that no Trustee, officer or employee of a fund shall be liable to a 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 each 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 a fund or shareholders 52 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 each fund the full protection from liability that the law allows. SHARE OWNERSHIP See "Annual Fee, Expense and Other Information" for information on the ownership of fund shares by the Trustees, each fund's officers and owners in excess of 5% of any class of shares of a fund and a table indicating the value of shares that each Trustee beneficially owns in each fund and in all the Pioneer Funds. PROXY VOTING POLICIES Information regarding how each fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available to shareowners without charge at http://us.pioneerinvestments.com and on the SEC's website at http://www.sec.gov. Each fund's proxy voting policies and procedures are attached as "Appendix B". 4. INVESTMENT ADVISER Each fund has entered into an amended and restated management agreement (hereinafter, the "management contract") with Pioneer pursuant to which Pioneer acts as the fund's investment adviser. Pioneer is an indirect, wholly owned subsidiary of UniCredit. Certain Trustees or officers of each fund are also directors and/or officers of certain of UniCredit's subsidiaries (see management biographies above). Pioneer has entered into an agreement with its affiliate, Pioneer Investment Management Limited ("PIML"), pursuant to which PIML provides certain services to Pioneer. As each fund's investment adviser, Pioneer provides each fund with investment research, advice and supervision and furnishes an investment program for the fund consistent with the fund's investment objective and policies, subject to the supervision of the fund's Trustees. Pioneer determines what portfolio securities will be purchased or sold, arranges for the placing of orders for the purchase or sale of portfolio securities, selects brokers or dealers to place those orders, maintains books and records with respect to the fund's securities transactions, and reports to the Trustees on the fund's investments and performance. 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 Pioneer, or by 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 Pioneer. The management contract is not assignable by the fund except with the consent of Pioneer. The Trustees' approval of and the terms, continuance and termination of the management contract is governed by the 1940 Act. Pursuant to the management contract, Pioneer assumes no responsibility other than to render the services called for under the management contract, in good faith, and 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. 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 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, Pioneer is not responsible for any of the fund's ordinary and extraordinary expenses. 53 ADVISORY FEE As compensation for the management services each fund pays Pioneer a fee at the annual rate of the applicable fund's average daily net assets equal to: 0.13% of the fund's average daily net assets, up to $2.5 billion; 0.11% of the fund's average daily net assets, from over $2.5 billion up to $4 billion; 0.10% of the fund's average daily net assets, from over $4 billion up to $5.5 billion; 0.08% of the fund's average daily net assets, over $5.5 billion. EXPENSE LIMIT Pioneer has contractually agreed to limit ordinary operating expenses (ordinary operating expenses means all fund expenses other than taxes, brokerage commissions and extraordinary expenses, such as litigation) to the extent required to reduce each fund's expenses, other than the underlying fund fees and expenses, to the amounts listed below of the average daily net assets attributable to Class A, Class C, Class R and Class Y shares, respectively. These expense limitations are in effect through December 1, 2018. There can be no assurance that Pioneer will extend the contractual expense limitation beyond the aforementioned date. While in effect, the arrangement may be terminated for a class only by agreement of Pioneer and the Board of Trustees.
CLASS A CLASS C CLASS R CLASS Y FUND EXPENSE LIMIT EXPENSE LIMIT EXPENSE LIMIT EXPENSE LIMIT ------------------- --------------- --------------- --------------- -------------- Conservative Fund 0.70% 1.45% 0.90% 0.65% ------------------- ---- ---- ---- ---- Balanced Fund 0.70% 1.45% 0.90% None ------------------- ---- ---- ---- ---- Growth Fund 0.70% 1.45% 0.90% None ------------------- ---- ---- ---- ----
ADMINISTRATION AGREEMENT Each fund has entered into an amended and restated administration agreement with Pioneer pursuant to which Pioneer acts as each fund's administrator, performing certain accounting, administration and legal services for each fund. 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 each fund paid to 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 Pioneer and the fund. Under the terms of the amended and restated administration agreement with each fund, Pioneer pays or reimburses each 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 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 Pioneer, the fund (other than as Trustees), PIM-USA or the distributor; (k) the cost of preparing and printing share 54 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. Each fund shall also assume and pay any other expense that the fund, 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, each 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 Each fund is managed by Pioneer, which also serves as investment adviser to other Pioneer mutual funds and other accounts (including separate accounts and unregistered products) with investment objectives identical or similar to those of the fund. Securities frequently meet the investment objectives of a fund, the other Pioneer mutual funds and such other accounts. In such cases, the decision to recommend a purchase to one fund or account rather than another is based on a number of factors. The determining factors in most cases are the amount of securities of the issuer then outstanding, the value of those securities and the market for them. Other factors considered in the investment recommendations include other investments which each fund or account presently has in a particular industry and the availability of investment funds in each fund or account. It is possible that at times identical securities will be held by more than one fund and/or account. However, positions in the same issue may vary and the length of time that any fund or account may choose to hold its investment in the same issue may likewise vary. To the extent that more than one of the Pioneer mutual funds or a private account managed by Pioneer seeks to acquire the same security at about the same time, a 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, a fund may not be able to obtain as large an execution of an order to sell or as high a price for any particular portfolio security if Pioneer decides to sell on behalf of another account the same portfolio security at the same time. On the other hand, if the same securities are bought or sold at the same time by more than one fund or account, the resulting participation in volume transactions could produce better executions for a 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 a fund, their portfolios do not generally consist of the same investments as the fund or each other, and their performance results are likely to differ from those of the fund. PERSONAL SECURITIES TRANSACTIONS Each fund, Pioneer, and PFD have adopted a code of ethics under Rule 17j-1 under the 1940 Act which is applicable to officers, trustees/directors and designated employees of Pioneer and certain of Pioneer's affiliates. The code permits such persons to engage in personal securities transactions for their own accounts, including securities that may be purchased or held by the fund, and is designed to prescribe means reasonably necessary to prevent conflicts of interest from arising in connection with personal securities transactions. The code is on public file with and available from the SEC. 5. PRINCIPAL UNDERWRITER AND DISTRIBUTION PLAN PRINCIPAL UNDERWRITER PFD, 60 State Street, Boston, Massachusetts 02109, is the principal underwriter for each fund in connection with the continuous offering of its shares. PFD is an indirect wholly owned subsidiary of PIM-USA. 55 Each fund entered into an underwriting agreement with PFD which provides that PFD will bear expenses for the distribution of the fund's shares, except for expenses incurred by PFD for which it is reimbursed or compensated by the fund under the distribution plan (discussed below). PFD bears all expenses it incurs in providing services under the underwriting agreement. Such expenses include compensation to its employees and representatives and to securities dealers for distribution-related services performed for the fund. PFD also pays certain expenses in connection with the distribution of each 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. Each fund bears the cost of registering its shares under federal and state securities law and the laws of certain non-U.S. countries. Under the underwriting agreement, PFD will use its best efforts in rendering services to the fund. See "Sales Charges" for the schedule of initial sales charge reallowed to dealers as a percentage of the offering price of each fund's Class A shares. See the tables under "Annual Fee, Expense and Other Information" for commissions retained by PFD and reallowed to dealers in connection with PFD's offering of each fund's Class A and Class C shares during recently completed fiscal years. Each fund will not generally issue fund shares for consideration other than cash. At a 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 each fund's general practice to repurchase its shares of beneficial interest for cash consideration in any amount; however, the redemption price of shares of the fund may, at Pioneer's discretion, be paid in portfolio securities. Each 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 trust has adopted a distribution plan (the "Distribution Plan") pursuant to Rule 12b-1 under the 1940 Act with respect to each fund's Class A, Class C and Class R shares. The trust has not adopted a distribution plan with respect to each fund's 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"). Each 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:
CLASS APPLICABLE PERCENTAGE PER ANNUM --------- -------------------------------- Class A 0.25% --------- ---- Class C 1.00% --------- ---- Class R 0.50% --------- ----
56 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. Each fund also may make payments to Service Parties under the Distribution Plan for providing personal service or the maintenance of shareholder accounts. The amounts paid to each recipient may vary based upon certain factors, including, among other things, the levels of sales of fund shares and/or shareholder services provided; provided, however, that the fees paid to a recipient with respect to a particular Class that may be used to cover expenses primarily intended to result in the sale of shares of that Class, or that may be used to cover expenses primarily intended for personal service and/or maintenance of shareholder accounts, may not exceed the maximum amounts, if any, as may from time to time be permitted for such services under the Financial Industry Regulatory Authority ("FINRA") Conduct Rule 2830 or any successor rule, in each case as amended or interpreted by FINRA. The Distribution Plan also provides that the Service Parties may receive all or a portion of any sales charges paid by investors. The Distribution Plan permits each 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, a 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. Each fund may pay the fees to the Service Parties until the Distribution Plan or any related distribution agreement is terminated or not renewed. In that event, a Service Party's expenses in excess of fees received or accrued through the termination date will be such Service Party's sole responsibility and not obligations of the fund. In their annual consideration of the continuation of the Distribution Plan for each fund, the Trustees will review the Distribution Plan and the expenses for each Class within a fund separately. Each 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 Pioneer, PFD or any other Service Party may make payments for distribution-related expenses out of its own resources, including past profits, or payments received from a 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 a 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 a fund at any time, without penalty, by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities of such Class of the fund (as defined in the 1940 Act). See "Annual Fee, Expense and Other Information" for fund expenses under the Distribution Plan paid to PFD for the most recently completed fiscal year. 57 CLASS C SHARES PFD will advance to dealers the first-year service fee at a rate equal to 0.25% of the amount invested. As compensation therefor, PFD may retain the service fee paid by the fund with respect to such shares for the first year after purchase. Commencing in the 13th month following the purchase of Class C shares, dealers will become eligible for additional annual distribution fees and service fees of up to 0.75% and 0.25%, respectively, of the net asset value of such shares. Dealers may from time to time be required to meet certain other criteria in order to receive service fees. 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 of up to 0.25% of the fund's average daily net assets attributable to Class R shares held by such plan participants. These services may include (a) acting, directly or through an agent, as the shareholder of record and nominee for all plan participants, (b) maintaining account records for each plan participant that beneficially owns Class R shares, (c) processing orders to purchase, redeem and exchange Class R shares on behalf of plan participants, and handling the transmission of funds representing the purchase price or redemption proceeds, and (d) addressing plan participant questions regarding their accounts and the fund. 6. SHAREHOLDER SERVICING/TRANSFER AGENT Each fund has contracted with Boston Financial Data Services, Inc., 2000 Crown Colony Drive, Quincy, Massachusetts, 02169, to act as shareholder servicing and transfer agent for each fund. Under the terms of its contract with each fund, Boston Financial Data Services, 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 each fund's assets. The custodian's responsibilities include safekeeping and controlling each fund's cash and securities, handling the receipt and delivery of securities, and collecting interest and dividends on each 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 Deloitte & Touche LLP, 200 Berkeley Street, Boston, MA 02116, 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 July 31, 2016. 58 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 each 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 July 31, 2016. 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. CONSERVATIVE FUND
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) ------------------- ---------------------------------- ----------- ------------------ ---------------- --------------- John O'Toole Other Registered Investment Companies 2 $ 506,200 N/A N/A Other Pooled Investment Vehicles 12 $ 12,555,950 4 $1,967,168 Other Accounts 0 $ 0 N/A N/A ------------------- ---------------------------------- -- -------------- ---------------- ---------- Paul Weber Other Registered Investment Companies 2 $ 506,200 N/A N/A Other Pooled Investment Vehicles 4 $6,459,687,300 N/A N/A Other Accounts 0 $ 0 N/A N/A ------------------- ---------------------------------- -- -------------- ---------------- ---------- Salvatore Buono Other Registered Investment Companies 2 $ 506,200 N/A N/A Other Pooled Investment Vehicles 44 $ 13,105,689 N/A N/A Other Accounts 0 $ 0 N/A N/A ------------------- ---------------------------------- -- -------------- ---------------- ----------
BALANCED FUND
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) ------------------- ---------------------------------- ----------- ------------------ ---------------- --------------- John O'Toole Other Registered Investment Companies 2 $ 384,185 N/A N/A Other Pooled Investment Vehicles 12 $12,555,950 4 $1,967,168 Other Accounts 0 $ 0 N/A N/A ------------------- ---------------------------------- -- ----------- ---------------- ----------
59
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) ------------------- ---------------------------------- ----------- ------------------ ---------------- --------------- Paul Weber Other Registered Investment Companies 2 $ 384,185 N/A N/A Other Pooled Investment Vehicles 4 $6,459,687,300 N/A N/A Other Accounts 0 $ 0 N/A N/A ------------------- ---------------------------------- -- -------------- ---------------- --------------- Salvatore Buono Other Registered Investment Companies 2 $ 384,185 N/A N/A Other Pooled Investment Vehicles 44 $ 13,105,689 N/A N/A Other Accounts 0 $ 0 N/A N/A ------------------- ---------------------------------- -- -------------- ---------------- ---------------
GROWTH FUND
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) ------------------- ---------------------------------- ----------- ------------------ ---------------- --------------- John O'Toole Other Registered Investment Companies 2 $ 250,111 N/A N/A Other Pooled Investment Vehicles 12 $ 12,555,950 4 $1,967,168 Other Accounts 0 $ 0 N/A N/A ------------------- ---------------------------------- -- -------------- ---------------- ---------- Paul Weber Other Registered Investment Companies 2 $ 250,111 N/A N/A Other Pooled Investment Vehicles 4 $6,459,687,300 N/A N/A Other Accounts 0 $ 0 N/A N/A ------------------- ---------------------------------- -- -------------- ---------------- ---------- Salvatore Buono Other Registered Investment Companies 2 $ 250,111 N/A N/A Other Pooled Investment Vehicles 44 $ 13,105,689 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, Pioneer does not believe that any material conflicts are likely to arise out of a portfolio manager's responsibility for the management of the fund as well as one or more other accounts. Although Pioneer has adopted procedures that it believes are reasonably designed to detect and prevent violations of the federal securities laws and to mitigate the potential for conflicts of interest to affect its portfolio management decisions, there can be no assurance that all conflicts will be identified or that all procedures will be effective in mitigating the potential for such risks. Generally, the risks of such conflicts of interest are increased to the extent that a portfolio manager has a financial incentive to favor one account over another. Pioneer has structured its compensation arrangements in a manner that is intended to limit such potential for conflicts of interest. See "Compensation of Portfolio Managers" below. 60 o A portfolio manager could favor one account over another in allocating new investment opportunities that have limited supply, such as initial public offerings and private placements. If, for example, an initial public offering that was expected to appreciate in value significantly shortly after the offering was allocated to a single account, that account may be expected to have better investment performance than other accounts that did not receive an allocation of the initial public offering. Generally, investments for which there is limited availability are allocated based upon a range of factors including available cash and consistency with the accounts' investment objectives and policies. This allocation methodology necessarily involves some subjective elements but is intended over time to treat each client in an equitable and fair manner. Generally, the investment opportunity is allocated among participating accounts on a pro rata basis. Although Pioneer believes that its practices are reasonably designed to treat each client in an equitable and fair manner, there may be instances where a fund may not participate, or may participate to a lesser degree than other clients, in the allocation of an investment opportunity. o A portfolio manager could favor one account over another in the order in which trades for the accounts are placed. If a portfolio manager determines to purchase a security for more than one account in an aggregate amount that may influence the market price of the security, accounts that purchased or sold the security first may receive a more favorable price than accounts that made subsequent transactions. The less liquid the market for the security or the greater the percentage that the proposed aggregate purchases or sales represent of average daily trading volume, the greater the potential for accounts that make subsequent purchases or sales to receive a less favorable price. When a portfolio manager intends to trade the same security on the same day for more than one account, the trades typically are "bunched," which means that the trades for the individual accounts are aggregated and each account receives the same price. There are some types of accounts as to which bunching may not be possible for contractual reasons (such as directed brokerage arrangements). Circumstances may also arise where the trader believes that bunching the orders may not result in the best possible price. Where those accounts or circumstances are involved, Pioneer will place the order in a manner intended to result in as favorable a price as possible for such client. o A portfolio manager could favor an account if the portfolio manager's compensation is tied to the performance of that account to a greater degree than other accounts managed by the portfolio manager. If, for example, the portfolio manager receives a bonus based upon the performance of certain accounts relative to a benchmark while other accounts are disregarded for this purpose, the portfolio manager will have a financial incentive to seek to have the accounts that determine the portfolio manager's bonus achieve the best possible performance to the possible detriment of other accounts. Similarly, if Pioneer receives a performance-based advisory fee, the portfolio manager may favor that account, whether or not the performance of that account directly determines the portfolio manager's compensation. o A portfolio manager could favor an account if the portfolio manager has a beneficial interest in the account, in order to benefit a large client or to compensate a client that had poor returns. For example, if the portfolio manager held an interest in an investment partnership that was one of the accounts managed by the portfolio manager, the portfolio manager would have an economic incentive to favor the account in which the portfolio manager held an interest. o If the different accounts have materially and potentially conflicting investment objectives or strategies, a conflict of interest could arise. For example, if a portfolio manager purchases a security for one account and sells the same security for another account, such trading pattern may disadvantage either the account that is long or short. In making portfolio manager assignments, Pioneer seeks to avoid such potentially conflicting situations. However, where a portfolio manager is responsible for accounts with differing investment objectives and policies, it is possible that the portfolio manager will conclude that it is in the best interest of one account to sell a portfolio security while another account continues to hold or increase the holding in such security. 61 COMPENSATION OF PORTFOLIO MANAGERS Pioneer has adopted a system of compensation for portfolio managers that seeks to align the financial interests of the portfolio managers with those of shareholders of the accounts (including Pioneer funds) the portfolio managers manage, as well as with the financial performance of Pioneer. The compensation program for all Pioneer portfolio managers includes a base salary (determined by the rank and tenure of the employee) and an annual bonus program, as well as customary benefits that are offered generally to all full-time employees. Base compensation is fixed and normally reevaluated on an annual basis. Pioneer seeks to set base compensation at market rates, taking into account the experience and responsibilities of the portfolio manager. The bonus plan is intended to provide a competitive level of annual bonus compensation that is tied to the portfolio manager achieving superior investment performance and align the interests of the investment professional with those of shareholders, as well as with the financial performance of Pioneer. Any bonus under the plan is completely discretionary, with a maximum annual bonus that may be in excess of base salary. The annual bonus is based upon a combination of the following factors: o QUANTITATIVE INVESTMENT PERFORMANCE. The quantitative investment performance calculation is based on pre-tax investment performance of all of the accounts managed by the portfolio manager (which includes the fund and any other accounts managed by the portfolio manager) over a one-year period (20% weighting) and four-year period (80% weighting), measured for periods ending on December 31. The accounts, which include the fund, are ranked against a group of mutual funds with similar investment objectives and investment focus (60%) and a broad-based securities market index measuring the performance of the same type of securities in which the accounts invest (40%), which, in the case of the fund, is the Bloomberg Barclays U.S. Aggregate Bond Index. As a result of these two benchmarks, the performance of the portfolio manager for compensation purposes is measured against the criteria that are relevant to the portfolio manager's competitive universe. o QUALITATIVE PERFORMANCE. The qualitative performance component with respect to all of the accounts managed by the portfolio manager includes objectives, such as effectiveness in the areas of teamwork, leadership, communications and marketing, that are mutually established and evaluated by each portfolio manager and management. o PIONEER RESULTS AND BUSINESS LINE RESULTS. Pioneer's financial performance, as well as the investment performance of its investment management group, affect a portfolio manager's actual bonus by a leverage factor of plus or minus (+/-) a predetermined percentage. The quantitative and qualitative performance components comprise 80% and 20%, respectively, of the overall bonus calculation (on a pre-adjustment basis). A portion of the annual bonus is deferred for a specified period and may be invested in one or more Pioneer funds. Certain portfolio managers participate in other programs designed to reward and retain key contributors. Senior executives or other key employees are granted performance units based on the stock price performance of UniCredit and the financial performance of Pioneer Global Asset Management S.p.A., which are affiliates of Pioneer. Portfolio managers also may participate in a deferred compensation program, whereby deferred amounts are invested in one or more Pioneer funds. SHARE OWNERSHIP BY PORTFOLIO MANAGERS The following table indicates as of July 31, 2016 the value, within the indicated range, of shares beneficially owned by the portfolio managers of each fund. 62 CONSERVATIVE FUND
BENEFICIAL OWNERSHIP NAME OF PORTFOLIO MANAGER OF THE FUND* --------------------------- --------------------- John O'Toole A --------------------------- --------------------- Paul Weber A --------------------------- --------------------- Salvatore Buono A --------------------------- ---------------------
BALANCED FUND
BENEFICIAL OWNERSHIP NAME OF PORTFOLIO MANAGER OF THE FUND* --------------------------- --------------------- John O'Toole A --------------------------- --------------------- Paul Weber A --------------------------- --------------------- Salvatore Buono A --------------------------- ---------------------
GROWTH FUND
BENEFICIAL OWNERSHIP NAME OF PORTFOLIO MANAGER OF THE FUND* --------------------------- --------------------- John O'Toole A --------------------------- --------------------- Paul Weber A --------------------------- --------------------- Salvatore Buono 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
63 10. PORTFOLIO TRANSACTIONS All orders for the purchase or sale of portfolio securities are placed on behalf of the funds by Pioneer pursuant to authority contained in the trust's management contract and subadvisory agreement. Pioneer seeks to obtain the best execution on portfolio trades on behalf of each fund. The price of securities and any commission rate paid are always factors, but frequently not the only factors, in judging best execution. In selecting brokers or dealers, Pioneer considers various relevant factors, including, but not limited to, the size and type of the transaction; the nature and character of the markets for the security to be purchased or sold; the execution efficiency, settlement capability and financial condition of the dealer; the dealer's execution services rendered on a continuing basis; and the reasonableness of any dealer spreads. Transactions in non-U.S. equity securities are executed by broker-dealers in non-U.S. countries in which commission rates may not be negotiable (as such rates are in the U.S.). Pioneer may select broker-dealers that provide brokerage and/or research services to the trust and/or other investment companies or other accounts managed by Pioneer over which they or their affiliates exercise investment discretion. In addition, consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, if Pioneer determines in good faith that the amount of commissions charged by a broker-dealer is reasonable in relation to the value of the brokerage and research services provided by such broker, each fund may pay commissions to such broker-dealer in an amount greater than the amount another firm may charge. Such services may include advice concerning the value of securities; the advisability of investing in, purchasing or selling securities; the availability of securities or the purchasers or sellers of securities; providing stock quotation services, credit rating service information and comparative fund statistics; furnishing analyses, electronic information services, manuals and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and performance of accounts and particular investment decisions; and effecting securities transactions and performing functions incidental thereto (such as clearance and settlement). Pioneer maintains a listing of broker-dealers who provide such services on a regular basis. However, because many transactions on behalf of the trust and other investment companies or accounts managed by Pioneer are placed with broker-dealers (including broker-dealers on the listing) without regard to the furnishing of such services, it is not possible to estimate the proportion of such transactions directed to such dealers solely because such services were provided. Pioneer believes that no exact dollar value can be calculated for such services. The research received from broker-dealers may be useful to Pioneer in rendering investment management services to the trust as well as other investment companies or other accounts managed by them, although not all such research may be useful to the trust. Conversely, such information provided by brokers or dealers who have executed transaction orders on behalf of such other accounts may be useful to Pioneer in carrying out their obligations to the trust. The receipt of such research has not reduced Pioneer's normal independent research activities; however, it enables each of them to avoid the additional expenses which might otherwise be incurred if they were to attempt to develop comparable information through their own staff. The funds may participate in third-party brokerage and/or expense offset arrangements to reduce the funds' total operating expenses. Pursuant to third-party brokerage arrangements, a fund may incur lower expenses by directing brokerage to third-party broker-dealers which have agreed to use part of their commission to pay the fund's fees to service providers unaffiliated with Pioneer or other expenses. Since the commissions paid to the third party brokers reflect a commission cost that a 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 costs of its brokerage commissions. Since use of such directed brokerage is subject to the requirement to achieve best execution in connection with a fund's brokerage transactions, there can be no assurance that such arrangements will be utilized. Pursuant to expense offset arrangements, a fund may incur lower transfer agency expenses due to interest earned on cash held with the transfer agent. See "Financial highlights" in the prospectus. 64 See the table in "Annual Fee, Expense and Other Information" for aggregate brokerage and underwriting commissions paid by a fund in connection with its portfolio transactions during recently completed fiscal years. The Board of Trustees periodically reviews Pioneer's performance of their responsibilities in connection with the placement of portfolio transactions on behalf of a fund. 11. DESCRIPTION OF SHARES As an open-end management investment company, each 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 "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. Each fund is a series of Pioneer Asset Allocation Trust, a Delaware statutory trust. The Trustees have authorized the issuance of the following classes of shares of each fund, designated as Class A, Class C, Class R, and Class Y shares. Until November 10, 2014, each 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 a fund represents an equal proportionate interest in the assets of the fund allocable to that class. Upon liquidation of a 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 a 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 July 1, 2008 (referred to in this section as the declaration). A copy of the Trust's Certificate of Trust dated as of April 21, 2004, 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. The 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. 65 Each fund is not required to hold an annual meeting of shareholders, but a 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 a 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. 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 Each 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. Each 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 a fund information with respect to the direct and indirect ownership of shares in order to comply with various laws or regulations, and a fund may disclose such ownership if required by law or regulation. SMALL ACCOUNTS The declaration provides that a 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 a 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 66 charges, and other features of the series and classes. The 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 a 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. SHAREHOLDER, TRUSTEE AND OFFICER LIABILITY The declaration provides that shareholders are not personally liable for the obligations of a 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, a fund will assume the defense of any claim against a shareholder for personal liability at the request of the shareholder. The 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 a 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 a 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 a 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 a 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 a 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. The 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. 67 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. The declaration further provides that a 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 Each fund continuously offers the following classes of shares: Class A, Class C, Class R and Class Y, as described in the prospectus. Each fund offers its shares at a reduced sales charge to investors who meet certain criteria that permit the fund's shares to be sold with low distribution costs. These criteria are described below or in the prospectus. CLASS A SHARE SALES CHARGES You may buy Class A shares at the public offering price, including a sales charge, as follows:
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 a fund by (i) an individual, (ii) an individual and his or her spouse and children under the age of 21 and (iii) a trustee or other fiduciary of a trust estate or fiduciary account or related trusts or accounts including pension, profit-sharing and other employee benefit trusts qualified under Sections 401 or 408 of the Code although more than one beneficiary is involved; however, pension, profit-sharing and other employee benefit trusts qualified under Sections 401 or 408 of the Code which are eligible to purchase Class R shares may aggregate purchases by beneficiaries of such plans only if the pension, profit-sharing or other employee benefit trust has determined that it does not require the services provided under the Class R Service Plan.. The sales charges applicable to a current purchase of Class A shares of the fund by a person listed above is determined by adding the value of shares to be purchased to the aggregate value (at the then current offering price) of shares of any of the other Pioneer mutual funds previously purchased and then owned, provided PFD is notified by such person or his or her broker-dealer each time a purchase is made 68 which would qualify. Pioneer mutual funds include all mutual funds for which PFD serves as principal underwriter. At the sole discretion of PFD, holdings of funds domiciled outside the U.S., but which are managed by affiliates of Pioneer, may be included for this purpose. No sales charge is payable at the time of purchase on investments of $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. PFD 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 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 a 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 PFD, as part of such retroactive adjustment, the excess of the commission previously reallowed or paid to the dealer over that which is applicable to the actual amount of the total purchases under the LOI. 69 If the total purchases are less than the amount specified under the LOI, PFD 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. If sufficient shares are not purchased to complete the LOI because all registered account owners died within the 13-month period, PFD 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. Class C shares do not convert to any other class of fund shares. In processing redemptions of Class C shares, a fund will first redeem shares not subject to any CDSC and then shares held for the longest period of time during the one-year period. As a result, you will pay the lowest possible CDSC. Proceeds from the CDSC are paid to PFD and are used in whole or in part to defray PFD's expenses related to providing distribution-related services to a fund in connection with the sale of Class C shares, including the payment of compensation to broker-dealers. CLASS R SHARES You may buy Class R shares at the net asset value per share next computed after receipt of a purchase order without the imposition of an initial sales charge 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. 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. In addition to those payments, Pioneer or one or more of its affiliates (collectively, "Pioneer Affiliates") may make additional payments to financial intermediaries in connection with the promotion and sale of shares of Pioneer funds. Pioneer Affiliates make these 70 payments from their own resources, which include resources that derive from compensation for providing services to the Pioneer funds. These additional payments are described below. The categories described below are not mutually exclusive. The same financial intermediary may receive payments under more than one or all categories. Many financial intermediaries that sell shares of Pioneer funds receive one or more types of these payments. The financial intermediary typically initiates requests for additional compensation. Pioneer negotiates these arrangements individually with financial intermediaries and the amount of payments and the specific arrangements may differ significantly. A financial intermediary also may receive different levels of compensation with respect to sales or assets attributable to different types of clients of the same intermediary or different Pioneer funds. Where services are provided, the costs of providing the services and the overall array of services provided may vary from one financial intermediary to another. Pioneer Affiliates do not make an independent assessment of the cost of providing such services. While the financial intermediaries may request additional compensation from Pioneer to offset costs incurred by the financial intermediary in servicing its clients, the financial intermediary may earn a profit on these payments, since the amount of the payment may exceed the financial intermediary's costs. In this context, "financial intermediary" includes any broker, dealer, bank (including bank trust departments), insurance company, transfer agent, registered investment adviser, financial planner, retirement plan administrator and any other financial intermediary having a selling, administrative and shareholder servicing or similar agreement with a Pioneer Affiliate. A financial intermediary's receipt of additional compensation may create conflicts of interest between the financial intermediary and its clients. Each type of payment discussed below may provide your financial intermediary with an economic incentive to actively promote the Pioneer funds over other mutual funds or cooperate with the distributor's promotional efforts. The receipt of additional compensation for Pioneer Affiliates may be an important consideration in a financial intermediary's willingness to support the sale of the Pioneer funds through the financial intermediary's distribution system. Pioneer Affiliates are motivated to make the payments described above since they promote the sale of Pioneer fund shares and the retention of those investments by clients of financial intermediaries. In certain cases these payments could be significant to the financial intermediary. The financial intermediary may charge additional fees or commissions other than those disclosed in the prospectus. Financial intermediaries may categorize and disclose these arrangements differently than Pioneer Affiliates do. To the extent financial intermediaries sell more shares of the funds or retain shares of the funds in their clients' accounts, Pioneer Affiliates benefit from the incremental management and other fees paid to Pioneer Affiliates by the funds with respect to those assets. REVENUE SHARING PAYMENTS Pioneer Affiliates make revenue sharing payments as incentives to certain financial intermediaries to promote and sell shares of Pioneer funds. The benefits Pioneer Affiliates receive when they make these payments include, among other things, entry into or increased visibility in the financial intermediary's sales system, participation by the intermediary in the distributor's marketing efforts (such as helping facilitate or providing financial assistance for conferences, seminars or other programs at which Pioneer personnel may make presentations on the funds to the intermediary's sales force), placement on the financial intermediary's preferred fund list, and access (in some cases, on a preferential basis over other competitors) to individual members of the financial intermediary's sales force or management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the financial intermediary for including Pioneer funds in its fund sales system (on its "shelf space"). Pioneer Affiliates also may pay financial intermediaries "finders'" or "referral" fees for directing investors to the Pioneer funds. Pioneer Affiliates compensate financial intermediaries differently depending typically on the level and/or type of considerations provided by the financial intermediary. The revenue sharing payments Pioneer Affiliates make may be calculated on sales of shares of Pioneer funds ("Sales-Based Payments"); although there is no policy limiting the amount of Sales-Based Payments any one financial intermediary may receive, the total amount of such payments normally does not exceed 71 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. Pioneer Affiliates may pay a financial intermediary either or both Sales-Based Payments and Asset-Based Payments. ADMINISTRATIVE AND PROCESSING SUPPORT PAYMENTS Pioneer Affiliates also may make payments to certain financial intermediaries that sell Pioneer fund shares for certain administrative services, including record keeping and sub-accounting shareholder accounts, to the extent that the funds do not pay for these costs directly. Pioneer Affiliates also may make payments to certain financial intermediaries that sell Pioneer fund shares in connection with client account maintenance support, statement preparation and transaction processing. The types of payments that Pioneer Affiliates may make under this category include, among others, payment of ticket charges per purchase or exchange order placed by a financial intermediary, payment of networking fees in connection with certain mutual fund trading systems, or one-time payments for ancillary services such as setting up funds on a financial intermediary's mutual fund trading system. OTHER PAYMENTS From time to time, Pioneer Affiliates, at their expense, may provide additional compensation to financial intermediaries which sell or arrange for the sale of shares of the Pioneer funds. Such compensation provided by Pioneer Affiliates may include financial assistance to financial intermediaries that enable Pioneer Affiliates to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other employees, client entertainment, client and investor events, and other financial intermediary-sponsored events, and travel expenses, including lodging incurred by registered representatives and other employees in connection with client prospecting, retention and due diligence trips. Other compensation may be offered to the extent not prohibited by federal or state laws or any self-regulatory agency, such as FINRA. Pioneer Affiliates make payments for entertainment events they deem appropriate, subject to Pioneer Affiliates' guidelines and applicable law. These payments may vary depending upon the nature of the event or the relationship. As of January 1, 2016, 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: AIG VALIC ADP Retirement Services Ameriprise Financial Services, Inc. Ascensus Broker Dealer Services, Inc. Cetera Advisors Networks LLC Charles Schwab & Co., Inc. Citigroup Global Markets Inc. Commonwealth Financial Network Fidelity Brokerage Services LLC First Clearing, LLC First Command Financial Planning, Inc. FSC Securities Corporation Guardian Investor Services LLC GWFS Equities, Inc. H.D. Investment Services Hartford Securities Distribution Company, Inc. 72 J.P. Morgan Securities LLC Janney Montgomery Scott LLC Jefferson National Securities Corporation Legend Equities Corporation Lincoln Financial LPL Financial Corp. Merrill Lynch & Co., Inc. MetLife Securities 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. Pershing LLC PFS Investments Inc. PNC Investments Prudential Financial Raymond James Financial Services, Inc. RBC Dain Rauscher Inc. Robert W. Baird & Co., Inc. Royal Alliance Associates, Inc. SagePoint Financial Sammons Financial Network, LLC Securities America, Inc. 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 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 a fund of securities owned by it is not reasonably practicable or it is not reasonably practicable for a 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. 73 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. 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 74 fund may implement other procedures from time to time. In all other cases, neither the fund, the fund's transfer agent nor PFD will be responsible for the authenticity of instructions received by telephone; therefore, you bear the risk of loss for unauthorized or fraudulent telephone transactions. ONLINE TRANSACTION PRIVILEGES If your account is registered in your name, you may be able buy, exchange or sell fund shares online. Your investment firm may also be able to buy, exchange or sell your fund shares online. To establish online transaction privileges: o For new accounts, complete the online section of the account application o For existing accounts, complete an account options form, write to the fund or complete the online authorization screen on us.pioneerinvestments.com To use online transactions, you must read and agree to the terms of an online transaction agreement available on the Pioneer website. When you or your investment firm requests an online transaction the transfer agent electronically records the transaction, requires an authorizing password and sends a written confirmation. The fund may implement other procedures from time to time. Different procedures may apply if you have a non-U.S. account or if your account is registered in the name of an institution, broker-dealer or other third party. You may not be able to use the online transaction privilege for certain types of accounts, including most retirement accounts. TELEPHONE AND WEBSITE ONLINE ACCESS You may have difficulty contacting the fund by telephone or accessing us.pioneerinvestments.com during times of market volatility or disruption in telephone or Internet services. On Exchange holidays or on days when the Exchange closes early, Pioneer will adjust the hours for the telephone center and for online transaction processing accordingly. If you are unable to access us.pioneerinvestments.com or to reach the fund by telephone, you should communicate with the fund in writing. FACTFONE/SM/ FactFone/SM/ is an automated inquiry and telephone transaction system available to Pioneer mutual fund shareholders by dialing 1-800-225-4321. FactFone/SM/ allows shareholder access to current information on Pioneer mutual fund accounts and to the prices of all publicly available Pioneer mutual funds. In addition, you may use FactFone/SM/ to make computer-assisted telephone purchases, exchanges or redemptions from your Pioneer mutual fund accounts, access your account balances and last three transactions and order a duplicate statement if you have activated your PIN. Telephone purchases or redemptions require the establishment of a bank account of record. 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. 75 15. PRICING OF SHARES The net asset value per share of each class of a 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. As of the date of this statement of additional information, the Exchange is open for trading every weekday except for the following holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The net asset value per share of each class of each fund is also determined on any other day on which the level of trading in its portfolio securities is sufficiently high that the current net asset value per share might be materially affected by changes in the value of its portfolio securities. A 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 value of a fund's investment in an underlying fund is determined on the basis of the net asset value of the shares of the class of the underlying fund held by the fund. Generally, the underlying funds determine their net asset value based upon the market value of their assets. Certain assets of the underlying funds may be valued at "fair value" using procedures approved by the boards of trustees of the underlying funds. Ordinarily, investments in debt securities are valued on the basis of information furnished by a pricing service which utilizes primarily a matrix system (which reflects such factors as security prices, yields, maturities and ratings), supplemented by dealer and exchange quotations. Other securities are valued at the last sale price on the principal exchange or market where they are traded. Securities which have not traded on the date of valuation or securities for which sales prices are not generally reported are valued at the mean between the current bid and asked prices. Securities quoted in foreign currencies are converted to U.S. dollars utilizing foreign exchange rates employed by the fund's independent pricing services. Generally, trading in non U.S. securities is substantially completed each day at various times prior to the close of regular trading on the Exchange. The values of such securities used in computing the net asset value of the fund's shares are determined as of such times. Foreign currency exchange rates are also generally determined prior to the close of regular trading on the Exchange. Occasionally, events which affect the values of such securities and such exchange rates may occur between the times at which they are determined and the close of regular trading on the Exchange and will therefore not be reflected in the computation of the fund's net asset value. International securities markets may be open on days when the U.S. markets are closed. For this reason, the value of any international securities owned by the fund could change on a day you cannot buy or sell shares of the fund. When prices determined using the foregoing methods are not available or are considered by Pioneer to be unreliable, the fund uses fair value methods to value its securities in accordance with procedures approved by the fund's trustees. The fund also may use fair value pricing methods to value its securities, including a non-U.S. security, when Pioneer determines that prices determined using the foregoing methods no longer accurately reflect the value of the security due to factors affecting one or more relevant securities markets or the specific issuer. Valuing securities using fair value methods may cause the net asset value of the fund's shares to differ from the net asset value that would be calculated using closing market prices. In connection with making fair value determinations of the value of fixed income securities, the fund may use a pricing matrix. The 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 a 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 a fund are accrued daily and taken into account. Each fund's maximum offering price per 76 Class A share is determined by adding the maximum sales charge to the net asset value per Class A share. Class C, 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 Each fund is treated as a separate entity for U.S. federal income tax purposes. Each 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, each 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. If a fund qualifies as a regulated investment company and properly distributes to its shareholders each taxable year an amount equal to or exceeding the sum of (i) 90% of its "investment company taxable income" as that term is defined in the Code (which includes, among other things, dividends, taxable interest, and the excess of any net short-term capital gains over net long-term capital losses, as reduced by certain deductible expenses) without regard to the deduction for dividends paid and (ii) 90% of the excess of its gross tax-exempt interest income, if any, over certain disallowed deductions, the fund generally will not be subject to U.S. federal income tax on any income of the fund, including "net capital gain" (the excess of net long-term capital gain over net short-term capital loss), distributed to shareholders. However, if the fund meets such distribution requirements, but chooses to retain some portion of its taxable income or gains, it generally will be subject to U.S. federal income tax at regular corporate rates on the amount retained. Each 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. Each 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, a 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 77 shareholder level when such income is distributed. Under certain circumstances, a 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, each 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 each year ending October 31, respectively. Each fund intends to make distributions in a timely manner and accordingly does not expect to be subject to the excise tax. Each fund generally distributes any net short- and long-term capital gains in December. Each fund generally pays dividends from any net investment income (excluding capital gains) in December. Dividends from income and/or capital gains may also be paid at such other times as may be necessary for a fund to avoid U.S. federal income or excise tax. Unless a shareholder specifies otherwise, all distributions from a 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 applicable fund. In general, assuming that a 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 a fund as qualified dividend income if they are attributable to qualified dividend income received by the fund. A fund's qualified dividend income generally will consist of any dividend income that is (i) received by a fund from underlying funds that themselves received such income as dividends on common and preferred stock of U.S. companies or on stock of certain qualified foreign corporations, and (ii) reported as such by the underlying funds, provided that certain holding period and other requirements are met by both the fund and the shareholders. If 95% or more of a 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 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 a fund that are attributable to an underlying fund's investments in REITs generally are not expected to qualify for treatment as qualified dividend income. A dividend that is attributable to qualified dividend income of a 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 a fund in excess of the fund's current and accumulated earnings and profits will be 78 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 a fund from an underlying fund and attributable to the underlying fund's dividend income from stock of U.S. corporations (generally, dividends received by an underlying fund in respect of any share of stock (1) as to which the underlying fund has 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 underlying fund may be eligible for the 70% dividends-received deduction generally available to corporations under the Code, provided such dividends are also appropriately so reported as eligible for the dividends-received deduction by the fund. 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 a fund from underlying funds and capital gain dividends distributed to an underlying fund from other regulated investment companies are not eligible for the dividends-received deduction. In order to qualify for the dividends-received 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. The applicable holding period requirements must also be satisfied by both the fund and the underlying funds. The entire dividend, including the otherwise deductible amount, will be included in determining the excess, if any, of a corporation's adjusted current earnings over its alternative minimum taxable income, which may increase a corporation's alternative minimum tax liability. 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 a 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 a 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 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. Although dividends generally will be treated as distributed when paid, any dividend declared by a 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 79 December 31 of the calendar year in which it was declared. In 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 a 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 purposes of determining the character of income received by a fund when an underlying fund distributes net capital gain to such fund, the fund will treat the distribution as long-term capital gain, even if the fund has held shares of the underlying fund for less than one year. If it is not disallowed under wash sale rules, any loss incurred by a fund on the redemption or other sale of such underlying fund shares that have a tax holding period of six months or less will be treated as a long-term capital loss to the extent of the gain distribution received on the shares disposed of by such fund. Each fund may invest in underlying funds with capital loss carryforwards. If such an underlying fund realizes capital gains, it will be able to offset the gains to the extent of its loss carryforwards in determining the amount of capital gains which must be distributed to shareholders such as a fund. To the extent that gains are offset in this manner, distributions to a fund and its shareholders may be reduced. Similarly, for U.S. federal income tax purposes, each 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 the prospectus and statement of additional information of each underlying fund for each underlying fund's available capital loss carryforwards. See "Annual Fee, Expense and Other Information" for the funds' available capital loss carryforwards. Generally, neither a fund nor any underlying fund may carry forward any losses other than net capital losses. Under certain circumstances, a fund or an underlying 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. A fund will not be able to offset gains distributed by any underlying fund in which it invests against losses incurred by another underlying fund in which it invests because the underlying funds cannot distribute losses. A fund's redemptions of shares in an underlying fund, including those resulting from changes in the allocation among underlying funds, could cause the fund to recognize taxable gains or losses. A portion of any such gains may be short-term capital gains that would be distributable as ordinary income to shareholders of the fund. Further, a portion of losses on redemptions of shares in the underlying funds may be deferred. Short-term capital gains earned by an underlying fund will be treated as ordinary dividends when distributed to a fund and therefore may not be offset by any short-term capital losses incurred by that fund. Thus, a fund's short-term capital losses may instead offset its long-term capital gains, which might otherwise be eligible for the reduced U.S. federal income tax rates for individuals, as discussed above. As a result of these factors, the use of the fund-of-funds structure by the funds could adversely affect the amount, timing and character of distributions to their shareholders. 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 applicable fund's portfolio or to undistributed taxable income of the applicable 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, 80 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). Each 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, each 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 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 a 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. Each 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 each 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 a 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 a 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 that 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. 81 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 funds. A plan participant whose retirement plan invests in a 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 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 an underlying 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 a fund and thus of the fund's income. Under Treasury regulations that may be promulgated in the future, any gains from such transactions that are not directly related to an underlying 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. If an underlying fund acquires any equity interest (under Treasury regulations that may be promulgated in the future, generally including not only stock but also an option to acquire stock such as is inherent in a convertible bond) in certain foreign corporations (i) that receive at least 75% of their annual gross income from passive sources (such as interest, dividends, certain rents and royalties, or capital gains) or (ii) where at least 50% of the corporation's assets (computed based on average fair market value) either produce or are held for the production of passive income ("passive foreign investment companies"), the underlying 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. An underlying fund would not be able to pass through to any fund that invests in that underlying fund 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 underlying 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 underlying fund, the underlying 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 underlying fund. Gains from the sale of stock of passive foreign investment companies may also be treated as ordinary income. In order for an underlying 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 underlying fund on an annual basis, which it might not agree to do. An underlying 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. 82 If an underlying 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 underlying fund elects to include market discount in income currently), the underlying 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 underlying 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 underlying 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 underlying fund and may affect the amount and timing of distributions to a fund investing in the underlying fund. An underlying 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 that underlying fund. Federal income tax rules are not entirely clear about issues such as when the underlying 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 an underlying 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 an underlying fund on certain securities, indices and foreign currencies, as well as certain forward foreign currency contracts, may cause the underlying 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 an underlying 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, an underlying 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 underlying 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 underlying 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 underlying fund and may affect the amount and timing of distributions to a fund investing in the underlying fund. Losses on certain options, futures or forward contracts and/or offsetting positions (portfolio securities or other positions with respect to which the underlying 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 underlying 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 underlying fund's income and gains or losses and hence of its distributions to the funds. 83 An underlying 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. If more than 50% of an underlying fund's total assets at the close of any taxable year consist of stock or securities of foreign corporations, then the underlying fund may elect to pass through to its shareholders their pro rata shares of qualified foreign taxes paid by the underlying fund. If at least 50% of the value of a fund's assets at the close of each quarter of a taxable year consist of interests in other regulated investment companies, that fund may elect to pass through to its shareholders their pro rata shares of qualified foreign taxes paid by the fund and any underlying funds in which it invests that also make the election. If a fund so elects, shareholders would be required to include such taxes in their gross incomes (in addition to the dividends and distributions they actually receive), would treat such taxes as foreign taxes paid by them, and as described below may be entitled to a tax deduction for such taxes or a tax credit, subject to a holding period requirement and other limitations under the Code. Qualified foreign taxes generally include taxes that would be treated as income taxes under U.S. tax regulations but do not include most other taxes, such as stamp taxes, securities transaction taxes, and similar taxes. If a fund qualifies to make, and makes, the election described above, shareholders may deduct their pro rata portion of qualified foreign taxes paid by the fund or an underlying fund for that taxable year in computing their income subject to U.S. federal income taxation or, alternatively, claim the taxes as credits, subject to applicable limitations under the Code, against their U.S. federal income taxes. Shareholders who do not itemize deductions for U.S. federal income tax purposes will not, however, be able to deduct their pro rata portion of such qualified foreign taxes, although such shareholders will be required to include their shares of such taxes in gross income if the applicable fund makes the election described above. No deduction for such taxes will be permitted to individuals in computing their alternative minimum tax liability. If a fund makes this election and a shareholder chooses to take a credit for the foreign taxes deemed paid by such shareholder, the amount of the credit that may be claimed in any year may not exceed the same proportion of the U.S. tax against which such credit is taken that the shareholder's taxable income from foreign sources (but not in excess of the shareholder's entire taxable income) bears to his entire taxable income. For this purpose, long-term and short-term capital gains a fund distributes to shareholders will generally not be treated as income from foreign sources in their hands, nor will distributions of certain foreign currency gains subject to Section 988 of the Code or of any other income that is deemed, under the Code, to be U.S.-source income in the hands of the fund. This foreign tax credit limitation may also be applied separately to certain specific categories of foreign-source income and the related foreign taxes. As a result of these rules, which may have different effects depending upon each shareholder's particular tax situation, certain shareholders may not be able to claim a credit for the full amount of their proportionate share of the foreign taxes paid by the applicable fund and the underlying funds in which it invests. Shareholders who are not liable for U.S. federal income taxes, including tax-exempt shareholders, will ordinarily not benefit from this election. If a fund does make the election, it will provide required tax information to shareholders. Each fund generally may deduct any foreign taxes that are not passed through to its shareholders in computing its income available for distribution to shareholders to satisfy applicable tax distribution requirements. Under certain circumstances, if an underlying fund in which a fund invests receives a refund of foreign taxes paid in respect of a prior year, the fund's shareholders could incur a loss, or any foreign tax credits or deductions passed through to shareholders in respect of the underlying fund's foreign taxes for the current year could be reduced. Each 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 28%. In order to avoid this withholding requirement, shareholders, other than certain 84 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. A 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 a fund (other than certain dividends reported by a 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 a fund's net income derived from U.S.-source interest and original issue discount, subject to certain exceptions and limitations. "Qualified short-term gain" generally means the excess of the net short-term capital gain of a 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 after June 30, 2014 (or, in certain cases, after later dates) and redemptions and certain capital gain dividends payable to such entities after December 31, 2018. A 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. Shareholders should consult their own tax advisers on these matters and on state, local, foreign and other applicable tax laws. If a fund qualifies as a regulated investment company under the Code (as is anticipated to be the case for each fund), that fund will not be required to pay any Massachusetts income, corporate excise or franchise taxes or any Delaware corporation income tax. A state income (and possibly local income and/or intangible property) tax exemption is generally available to the extent each fund's distributions are derived from interest on (or, in the case of intangible property taxes, to the extent the value of its assets is attributable to) certain U.S. government obligations, provided in some states that certain thresholds for holdings of such obligations and/or reporting requirements are satisfied. No fund will seek to satisfy any threshold or reporting requirements that may apply in particular taxing jurisdictions, although each fund may in its sole discretion provide relevant information to shareholders. 85 17. FINANCIAL STATEMENTS Each fund's financial statements and financial highlights for the fiscal year ended July 31, 2016 appearing in the fund's annual report, filed with the SEC on September 29, 2016 (Accession No. 0001288255-16-000036), are incorporated by reference into this statement of additional information. Those financial statements and financial highlights have been audited by Deloitte & Touche 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 Deloitte & Touche LLP as experts in accounting and auditing. Each 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 Each fund's annual portfolio turnover rate for the fiscal years ended July 31:
2016 2015 ------ ------ Pioneer Solutions - Conservative Fund 23% 108%* --------------------------------------- -- --- Pioneer Solutions - Balanced Fund 16% 89%* --------------------------------------- -- --- Pioneer Solutions - Growth Fund 10% 98%* --------------------------------------- -- ---
* The funds' higher portfolio turnover rates in 2015 were the results of changes in asset allocation strategies, investing in a broader range of underlying funds, and investing directly in securities, all in connection with Pioneer's assumption of day-to-day portfolio management responsibilities. SHARE OWNERSHIP As of November 1, 2016, 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 November 1, 2016: PIONEER SOLUTIONS - CONSERVATIVE FUND
RECORD HOLDER SHARE CLASS NUMBER OF SHARES % OF CLASS ------------------------------------------- ------------- ------------------ ----------- National Financial Services LLC Class A 230,929.984 5.20 ------------- ----------- ------ For the exclusive benefit of its customers 499 Washington Blvd Attn Mutual Fund Dept 4th Floor Jersey City, NJ 07310-2010 ------------------------------------------- Raymond James Class C 129,750.023 7.63 ------------- ----------- ------ Omnibus For Mutual Funds Attn Courtney Waller 880 Carillon Pkwy St Petersburg, FL 33716 ------------------------------------------- MLPF&S Class C 170,669.636 10.04 ------------- ----------- ------ For the benefit of its customers Mutual Fund Administration 4800 Deer Lake Dr E Floor 2 Jacksonville, FL 32246-6484 ------------------------------------------- Pioneer Investment Management USA Class R 851.789 100.00 ------------- ----------- ------ Inc Attn Corporate Accounting 60 State St Boston MA 02109-1800 -------------------------------------------
86
RECORD HOLDER SHARE CLASS NUMBER OF SHARES % OF CLASS --------------------------------- ------------- ------------------ ----------- MLPF&S Class Y 3,533.472 42.52 ------------- --------- ----- For the benefit of its customers Mutual Fund Administration 4800 Deer Lake Dr E Floor 2 Jacksonville, FL 32246-6484 --------------------------------- UBS WM USA Class Y 2,030.357 24.43 ------------- --------- ----- Omni Account M/F 499 Washington Blvd Attn: Department Manager Jersey City, NJ 07310-2055 --------------------------------- LPL Financial Class Y 2,745.490 33.04 ------------- --------- ----- -Omnibus Customer Account- Attn: Mutual Fund Trading 4707 Executive Dr San Diego CA 92121-3091 ---------------------------------
PIONEER SOLUTIONS - BALANCED FUND
RECORD HOLDER SHARE CLASS NUMBER OF SHARES % OF CLASS ------------------------------------------- ------------- ------------------ ----------- Raymond James Class A 764,408.910 7.01 ------------- ----------- ------ Omnibus For Mutual Funds Attn Courtney Waller 880 Carillon Pkwy St Petersburg, FL 33716 ------------------------------------------- MLPF&S Class C 751,736.450 13.42 ------------- ----------- ------ For the benefit of its customers Mutual Fund Administration 4800 Deer Lake Dr E Floor 2 Jacksonville, FL 32246-6484 ------------------------------------------- UBS WM USA Class R 636.361 44.77 ------------- ----------- ------ Omni Account M/F 499 Washington Blvd Attn: Department Manager Jersey City, NJ 07310-2055 ------------------------------------------- Pioneer Investment Management USA Class R 784.929 100.00 ------------- ----------- ------ Inc Attn Corporate Accounting 60 State St Boston MA 02109-1800 ------------------------------------------- National Financial Services LLC Class Y 42,992.889 48.07 ------------- ----------- ------ For the exclusive benefit of its customers 499 Washington Blvd Attn Mutual Fund Dept 4th Floor Jersey City, NJ 07310-2010 ------------------------------------------- Special Custody Acct for the Exclusive Class Y 9,334.286 10.44 ------------- ----------- ------ Benefit of Customer 2801 Market St Saint Louis, MO 63103 ------------------------------------------- Stifel Nicolaus & Co Inc Class Y 5,984.465 6.69 ------------- ----------- ------ Exclusive Benefit Of Customers 501 N Broadway Saint Louis MO 63102-2188 ------------------------------------------- Morgan Stanley Smith Barney Class Y 7,082.745 7.92 ------------- ----------- ------ Harborside Financial Center Plaza 2, 3rd Floor Jersey City NJ 07311 -------------------------------------------
87
RECORD HOLDER SHARE CLASS NUMBER OF SHARES % OF CLASS --------------------------------- ------------- ------------------ ----------- MLPF&S Class Y 12,115.657 13.55 ------------- ---------- ----- For the benefit of its customers Mutual Fund Administration 4800 Deer Lake Dr E Floor 2 Jacksonville, FL 32246-6484 --------------------------------- Cetera Investment Svcs (FBO) Class Y 5,518.797 6.17 ------------- ---------- ----- 1701 Golf Club Rd Old Hickory TN 37138-2756 ---------------------------------
PIONEER SOLUTIONS - GROWTH FUND
RECORD HOLDER SHARE CLASS NUMBER OF SHARES % OF CLASS ---------------------------------------- ------------- ------------------ ----------- Raymond James Class A 1,193,266.178 6.24 ------------- ------------- ----- Omnibus For Mutual Funds Attn Courtney Waller 880 Carillon Pkwy St Petersburg, FL 33716 ---------------------------------------- MLPF&S Class C 961,111.123 15.34 ------------- ------------- ----- For benefit of its customers Mutual Fund Administration 4800 Deer Lake Dr E Floor 2 Jacksonville, FL 32246-6484 ---------------------------------------- Pioneer Investment Management USA Class R 725.689 42.81 ------------- ------------- ----- Inc Attn Corporate Accounting 60 State St Boston MA 02109-1800 ---------------------------------------- UBS WM USA Class R 969.586 57.19 ------------- ------------- ----- Omni Account M/F 499 Washington Blvd Attn: Department Manager Jersey City, NJ 07310-2055 ---------------------------------------- Special Custody Acct for the Exclusive Class Y 22,028.597 26.56 ------------- ------------- ----- Benefit of Customer 2801 Market St Saint Louis, MO 63103 ---------------------------------------- Raymond James Class Y 16,398.783 19.77 ------------- ------------- ----- Omnibus For Mutual Funds Attn Courtney Waller 880 Carillon Pkwy St Petersburg, FL 33716 ---------------------------------------- MLPF&S Class Y 27,288.343 32.90 ------------- ------------- ----- For benefit of its customers Mutual Fund Administration 4800 Deer Lake Dr E Floor 2 Jacksonville, FL 32246-6484 ---------------------------------------- Morgan Stanley Smith Barney Class Y 6,336.986 7.64 ------------- ------------- ----- Harborside Financial Center Plaza 2, 3rd Floor Jersey City NJ 07311 ---------------------------------------- LPL Financial Class Y 6,590.714 7.95 ------------- ------------- ----- -Omnibus Customer Account- Attn: Mutual Fund Trading 4707 Executive Dr San Diego CA 92121-3091 ----------------------------------------
88 TRUSTEE OWNERSHIP OF SHARES OF THE TRUST AND OTHER PIONEER FUNDS The following table indicates the value of shares that each Trustee beneficially owned in the trust and Pioneer Funds in the aggregate as of December 31, 2015. 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, 2015. The share value of any open-end Pioneer Fund is based on the net asset value of the class of shares on December 31, 2015. The dollar ranges in this table are in accordance with SEC requirements.
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN DOLLAR RANGE DOLLAR RANGE ALL REGISTERED OF EQUITY OF EQUITY DOLLAR RANGE INVESTMENT SECURITIES IN SECURITIES IN OF EQUITY COMPANIES PIONEER PIONEER SECURITIES IN OVERSEEN BY SOLUTIONS - SOLUTIONS - PIONEER TRUSTEE IN THE CONSERVATIVE BALANCED SOLUTIONS - PIONEER FAMILY NAME OF TRUSTEE FUND FUND GROWTH FUND OF FUNDS ----------------------- --------------- --------------- --------------- --------------- INTERESTED TRUSTEES: ----------------------- --------------- --------------- --------------- --------------- Kenneth J. Taubes None None None Over $100,000 ----------------------- --------------- --------------- --------------- --------------- INDEPENDENT TRUSTEES: ----------------------- --------------- --------------- --------------- --------------- David R. Bock None None None Over $100,000 ----------------------- --------------- --------------- --------------- --------------- Benjamin M. Friedman None None None Over $100,000 ----------------------- --------------- --------------- --------------- --------------- Margaret B.W. Graham None None None Over $100,000 ----------------------- --------------- --------------- --------------- --------------- Thomas J. Perna None None None Over $100,000 ----------------------- --------------- --------------- --------------- --------------- Marguerite A. Piret None None None Over $100,000 ----------------------- --------------- --------------- --------------- --------------- Fred J. Ricciardi None None 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 trust.
PENSION OR AGGREGATE AGGREGATE AGGREGATE RETIREMENT TOTAL COMPENSATION COMPENSATION COMPENSATION BENEFITS COMPENSATION FROM PIONEER FROM PIONEER FROM PIONEER ACCRUED AS FROM THE TRUST SOLUTIONS - SOLUTIONS - SOLUTIONS - PART OF AND OTHER CONSERVATIVE BALANCED GROWTH FUND PIONEER NAME OF TRUSTEE+ FUND** FUND** FUND ** EXPENSES FUNDS** ----------------------- -------------- -------------- -------------- ------------ --------------- INTERESTED TRUSTEES: ----------------------- --------- --------- --------- ----- ------------- Kenneth J. Taubes* $ 0.00 $ 0.00 $ 0.00 $0.00 $ 0.00 ----------------------- --------- --------- --------- ----- ------------- INDEPENDENT TRUSTEES: ----------------------- --------- --------- --------- ----- ------------- David R. Bock $1,000.00 $1,000.00 $1,588.17 $0.00 $ 253,250.00 ----------------------- --------- --------- --------- ----- ------------- Benjamin M. Friedman $1,000.00 $1,000.00 $1,580.60 $0.00 $ 251,000.00 ----------------------- --------- --------- --------- ----- ------------- Margaret B.W. Graham $1,000.00 $1,000.00 $1,501.75 $0.00 $ 223,500.00 ----------------------- --------- --------- --------- ----- ------------- Thomas J. Perna $1,000.00 $1,000.00 $1,707.74 $0.00 $ 295,250.00 ----------------------- --------- --------- --------- ----- ------------- Marguerite A. Piret $1,000.00 $1,000.00 $1,559.34 $0.00 $ 243,250.00 ----------------------- --------- --------- --------- ----- ------------- Fred J. Ricciardi $1,000.00 $1,000.00 $1,448.42 $0.00 $ 205,000.00 ----------------------- --------- --------- --------- ----- ------------- TOTAL $6,000.00 $6,000.00 $9,386.02 $0.00 $1,471,250.00 ----------------------- --------- --------- --------- ----- -------------
* Under the management contract, Pioneer reimburses the trust for any Interested Trustee fees paid by the trust. ** For the fiscal year ended July 31, 2016. As of July 31, 2016, there were 45 U.S. registered 89 investment portfolios in the Pioneer Family of Funds. + Ms. Lorraine H. Monchak is a non-voting Advisory Trustee of the fund. Ms. Monchak received aggregate compensation from the fund in the amount of $3,495.28, pension or retirement benefits accrued as part of portfolio expenses of $0.00, and total compensation from the fund and the other Pioneer Funds in the amount of $221,667.00 for the fiscal year ended July 31, 2016. APPROXIMATE MANAGEMENT FEES THE TRUST PAID OR OWED PIONEER The following table shows the dollar amount of gross investment management fees incurred by each fund, along with the net amount of fees that were paid after applicable fee waivers or expense reimbursements, if any. The data is for the past three fiscal years or shorter period if the fund has been in operation for a shorter period.
FOR THE FISCAL YEARS ENDED JULY 31 --------------------------------------------------------------------------- 2016 2015 2014 --------------------------------------- -------- -------- -------- PIONEER SOLUTIONS - CONSERVATIVE FUND --------------------------------------- -------- -------- -------- Gross Fee Incurred $ 85,156 $ 94,458 $ 89,709 --------------------------------------- -------- -------- -------- Net Fee Paid $ 85,156 $ 94,458 $ 89,709 --------------------------------------- -------- -------- -------- PIONEER SOLUTIONS - BALANCED FUND --------------------------------------- -------- -------- -------- Gross Fee Incurred $252,916 $289,026 $281,992 --------------------------------------- -------- -------- -------- Net Fee Paid $252,916 $289,026 $281,992 --------------------------------------- -------- -------- -------- PIONEER SOLUTIONS - GROWTH FUND --------------------------------------- -------- -------- -------- Gross Fee Incurred $430,249 $430,396 $303,089 --------------------------------------- -------- -------- -------- Net Fee Paid $430,249 $430,396 $303,089 --------------------------------------- -------- -------- --------
FEES THE TRUST PAID TO PIONEER UNDER THE ADMINISTRATION AGREEMENT
FOR THE FISCAL YEARS ENDED JULY 31 2016 2015 2014 --------------------------------------- ---------- ---------- ---------- Pioneer Solutions - Conservative Fund $ 37,825 $ 31,753 $35,675 --------------------------------------- -------- -------- ------- Pioneer Solutions - Balanced Fund $ 90,476 $ 76,796 $85,151 --------------------------------------- -------- -------- ------- Pioneer Solutions - Growth Fund $156,517 $110,856 $89,654 --------------------------------------- -------- -------- -------
UNDERWRITING EXPENSES AND COMMISSIONS
FOR THE FISCAL YEARS ENDED JULY 31 2016 2015 2014 --------------------------------------------------------------- ---------- ---------- ---------- PIONEER SOLUTIONS - CONSERVATIVE FUND --------------------------------------------------------------- -------- -------- -------- Approximate Net Underwriting Expenses Retained by PFD $ 12,696 $ 14,942 $ 18,480 --------------------------------------------------------------- -------- -------- -------- Approximate Commissions Reallowed to Dealers (Class A shares) $ 69,099 $ 76,453 $ 92,857 --------------------------------------------------------------- -------- -------- -------- Approximate Brokerage and Underwriting Commissions (Portfolio Transactions) $ 2,102 $ 14,815 $ 0 --------------------------------------------------------------- -------- -------- -------- PIONEER SOLUTIONS - BALANCED FUND --------------------------------------------------------------- -------- -------- -------- Approximate Net Underwriting Expenses Retained by PFD $ 32,870 $ 47,392 $ 40,473 --------------------------------------------------------------- -------- -------- -------- Approximate Commissions Reallowed to Dealers (Class A shares) $174,439 $252,202 $218,175 --------------------------------------------------------------- -------- -------- -------- Approximate Brokerage and Underwriting Commissions (Portfolio Transactions) $ 6,352 $ 46,856 $ 0 --------------------------------------------------------------- -------- -------- -------- PIONEER SOLUTIONS - GROWTH FUND --------------------------------------------------------------- -------- -------- -------- Approximate Net Underwriting Expenses Retained by PFD $ 71,319 $ 73,679 $ 57,482 --------------------------------------------------------------- -------- -------- -------- Approximate Commissions Reallowed to Dealers (Class A shares) $389,003 $402,220 $305,624 --------------------------------------------------------------- -------- -------- -------- Approximate Brokerage and Underwriting Commissions (Portfolio Transactions) $ 13,433 $ 80,969 $ 0 --------------------------------------------------------------- -------- -------- --------
90 FUND EXPENSES UNDER THE DISTRIBUTION PLANS
FOR THE FISCAL YEAR ENDED JULY 31, 2016 COMBINED PLAN CLASS A CLASS C CLASS R ----------------------------------------- --------------- ----------- ----------- -------- Pioneer Solutions - Conservative Fund $ 302,549 $117,087 $185,417 $45 ----------------------------------------- ---------- -------- -------- --- Pioneer Solutions - Balanced Fund $ 967,797 $321,510 $646,234 $53 ----------------------------------------- ---------- -------- -------- --- Pioneer Solutions - Growth Fund $1,436,462 $620,019 $816,386 $57 ----------------------------------------- ---------- -------- -------- ---
ALLOCATION OF FUND EXPENSES UNDER THE DISTRIBUTION PLAN - CONSERVATIVE FUND An estimate by category of the allocation of fees paid by each class of shares of the fund during the period ended September 30, 2016 is set forth in the following table:
PAYMENTS TO SERVICING SALES PRINTING PARTIES/1/ ADVERTISING MEETINGS AND MAILING TOTAL -------------- ------------- ---------- ------------- ---------- Class A $ 87,575 $1,652 $4,509 $1,488 $ 95,224 --------- -------- ------ ------ ------ -------- Class C $142,566 $1,315 $3,405 $1,109 $148,395 --------- -------- ------ ------ ------ -------- Class R $ 33 $ $ $ $ 33 --------- -------- ------ ------ ------ --------
1 Payments to Servicing Parties include Pioneer Funds 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 ended September 30, 2016). ALLOCATION OF FUND EXPENSES UNDER THE DISTRIBUTION PLAN - BALANCED FUND An estimate by category of the allocation of fees paid by each class of shares of the fund during the period ended September 30, 2016 is set forth in the following table:
PAYMENTS TO SERVICING SALES PRINTING PARTIES/1/ ADVERTISING MEETINGS AND MAILING TOTAL -------------- ------------- ---------- ------------- ----------- Class A $238,451 $3,550 $9,456 $3,103 $254,560 --------- -------- ------ ------- ------ -------- Class C $491,608 $4,857 $12,670 $4,130 $ 513265 --------- -------- ------ ------- ------ -------- Class R $ 40 $ 4 $12 $4 $ 60 --------- -------- ------ ------- -- --------
1 Payments to Servicing Parties include Pioneer Funds 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 ended September 30, 2016). ALLOCATION OF FUND EXPENSES UNDER THE DISTRIBUTION PLAN - GROWTH FUND An estimate by category of the allocation of fees paid by each class of shares of the fund during the period ended September 30, 2016 is set forth in the following table:
PAYMENTS TO SERVICING SALES PRINTING PARTIES/1/ ADVERTISING MEETINGS AND MAILING TOTAL -------------- ------------- ---------- ------------- ----------- Class A $452,954 $7,021 $18,728 $6,158 $484,861 --------- -------- ------ ------- ------ -------- Class C $619,704 $6,744 $17,392 $5,677 $649,517 --------- -------- ------ ------- ------ -------- Class R $ 42 $ 5 $ 14 $ 5 $ 66 --------- -------- ------ ------- ------ --------
1 Payments to Servicing Parties include Pioneer Funds 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 ended September 30, 2016). 91 CDSCS During the fiscal year ended July 31, 2016, the following CDSCs were paid to PFD: Pioneer Solutions - Conservative Fund $1,852 --------------------------------------- ------ Pioneer Solutions - Balanced Fund $4,566 --------------------------------------- ------ Pioneer Solutions - Growth Fund $8,286 --------------------------------------- ------
CAPITAL LOSS CARRYFORWARDS AS OF JULY 31, 2016 At July 31, 2016, the funds had the following net capital loss carryforward: Pioneer Solutions - Conservative Fund $1,104,901 ($1,095,813 of short term and $9,088 of --------------------------------------- long term, carried forward indefinitely) ------------------------------------------------------- Pioneer Solutions - Balanced Fund $3,254,588 ($3,254,588 of short-term losses, carried --------------------------------------- forward indefinitely) ------------------------------------------------------- Pioneer Solutions - Growth Fund $ 0 --------------------------------------- ---------
92 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. 93 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. 94 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. 95 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. 96 20. APPENDIX B - PROXY VOTING POLICIES AND PROCEDURES POLICY Each of Pioneer Investment Management, Inc. and Pioneer Institutional Asset Management, Inc. (collectively, "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 Pioneer has been delegated proxy-voting authority for a client, the duty of care requires Pioneer to monitor corporate events and to vote the proxies. To satisfy its duty of loyalty, Pioneer must place 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 Pioneer's policy to vote proxies presented to Pioneer in a timely manner in accordance with these principles. Pioneer's sole concern in voting proxies is the economic effect of the proposal on the value of portfolio holdings, considering both the short- and long-term impact. In many instances, Pioneer believes that supporting the company's strategy and voting "for" management's proposals builds portfolio value. In other cases, however, proposals set forth by management may have a negative effect on that value, while some shareholder proposals may hold the best prospects for enhancing it. Pioneer monitors developments in the proxy-voting arena and will revise this policy as needed. Pioneer's clients may request copies of their proxy voting records and of Pioneer's proxy voting policies and procedures by either sending a written request to Pioneer's Proxy Coordinator, or clients may review Pioneer's proxy voting policies and procedures online at pioneerinvestments.com. Pioneer may describe to clients its proxy voting policies and procedures by delivering a copy of 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 Pioneer's investment policies and procedures regarding its general responsibility to monitor the performance and/or corporate events of companies that are issuers of securities held in accounts managed by Pioneer. This policy sets forth 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, Pioneer will vote shares of closed-end Funds on a case-by-case basis. PURPOSE The purposes 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 Pioneer-managed accounts for which Pioneer has proxy-voting authority will be voted alike, unless a client has given specific voting instructions on an issue. Pioneer does not delegate the authority to vote proxies relating to securities held by its clients to any of its affiliates, which include other subsidiaries of UniCredit S.p.A. ("UniCredit"). Any questions about this policy should be directed to Pioneer's Director of Investment Operations (the "Proxy Coordinator"). 97 PROCEDURES PROXY VOTING SERVICE Pioneer has engaged an independent proxy voting service to assist in the voting of proxies. The proxy voting service works with custodians to ensure that all proxy materials are received by the custodians and are processed in a timely fashion. To the extent applicable, the proxy voting service votes all proxies in accordance with the proxy voting guidelines established by Pioneer and set forth herein. The proxy voting service will refer proxy questions to the Proxy Coordinator (described below) for instructions under circumstances where: (1) the application of the proxy voting guidelines is unclear; (2) a particular proxy question is not covered by the guidelines; or (3) the guidelines call for specific instructions on a case-by-case basis. The proxy voting service is also requested to call to the Proxy Coordinator's attention specific proxy questions that, while governed by a guideline, appear to involve unusual or controversial issues. Pioneer reserves the right to attend a meeting in person and may do so when it determines that the company or the matters to be voted on at the meeting are strategically important to its clients. PROXY COORDINATOR The Proxy Coordinator coordinates the voting, procedures and reporting of proxies on behalf of Pioneer's clients. The Proxy Coordinator will deal directly with the proxy voting service and, in the case of proxy questions referred by the proxy voting service, will solicit voting recommendations and instructions from the 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. The Proxy Coordinator is responsible for verifying with the Chief Legal Officer or his or her designee whether Pioneer's voting power is subject to any limitations or guidelines issued by the client (or in the case of an employee benefit plan, the plan's trustee or other fiduciaries). REFERRAL ITEMS The proxy voting service will refer proxy questions to the Proxy Coordinator or his or her designee that are described by Pioneer's proxy voting guidelines as to be voted on a case-by-case basis, that are not covered by Pioneer's guidelines or where Pioneer's guidelines may be unclear with respect to the matter to be voted on. Under such circumstances, the Proxy Coordinator will seek a written voting recommendation from the Head of Portfolio Management U.S. or his or her designated equity portfolio-management representative. Any such recommendation will include: (i) the manner in which the proxies should be voted; (ii) the rationale underlying any such decision; and (iii) the disclosure of any contacts or communications made between Pioneer and any outside parties concerning the proxy proposal prior to the time that the voting instructions are provided. SECURITIES LENDING In accordance with industry standards, proxies are not available to be voted when the shares are out on loan through either Pioneer's lending program or a client's managed security lending program. However, Pioneer will reserve the right to recall lent securities so that they may be voted according to the Pioneer's instructions. If a portfolio manager would like to vote a block of previously lent shares, the Proxy Coordinator will work with the portfolio manager and Investment Operations to recall the security, to the extent possible, to facilitate the vote on the entire block of shares. Certain clients participate in securities lending programs. Although such programs allow for the recall of securities for any reason, 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. 98 SHARE-BLOCKING "Share-blocking" is a market practice whereby shares are sent to a custodian (which may be different than the account custodian) for record keeping and voting at the general meeting. The shares are unavailable for sale or delivery until the end of the blocking period (typically the day after general meeting date). Pioneer will vote in those countries with "share-blocking." In the event a manager would like to sell a security with "share-blocking", the Proxy Coordinator will work with the Portfolio Manager and Investment Operations Department to recall the shares (as allowable within the market time frame and practices) and/or communicate with executing brokerage firm. A list of countries with "share-blocking" is available from the Investment Operations Department upon request. PROXY VOTING OVERSIGHT GROUP The members of the Proxy Voting Oversight Group include Pioneer's Head of Portfolio Management U.S. or his or her designated equity portfolio management representative, the Director of Investment Operations, and the Chief Compliance Officer of the Adviser and Funds. Other members of Pioneer will be invited to attend meetings and otherwise participate as necessary. The Director of Investment Operations will chair the Proxy Voting Oversight Group. The Proxy Voting Oversight Group is responsible for developing, evaluating, and changing (when necessary) Pioneer's proxy voting policies and procedures. The group meets at least annually to evaluate and review this policy and procedures and the services of its third-party proxy voting service. In addition, the Proxy Voting Oversight Group will meet as necessary to vote on referral items and address other business as necessary. AMENDMENTS Pioneer may not amend this policy without the prior approval of the Proxy Voting Oversight Group and its corporate parent, Pioneer Global Asset Management S.p.A. ("PGAM"). FILING FORM N-PX The Proxy Coordinator and the Regulatory Compliance Manager 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 Pioneer registered investment company. Following this review, each Form N-PX is formatted for public dissemination via the EDGAR system. 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 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: 99 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. Pioneer will vote on a case-by-case basis on other routine administrative items; however, Pioneer will oppose any routine proposal if insufficient information is presented in advance to allow Pioneer to judge the merit of the proposal. Pioneer has also instructed its proxy voting service to inform Pioneer of its analysis of any administrative items that may be inconsistent, in its view, with Pioneer's goal of supporting the value of its clients' portfolio holdings so that Pioneer may consider and vote on those items on a case-by-case basis. AUDITORS We normally vote for proposals to: o Ratify the auditors. We will consider a vote against if we are concerned about the auditors' independence or their past work for the company. Specifically, we will oppose the ratification of auditors and withhold votes 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. o Prohibit auditors from engaging in non-audit services for the company. BOARD OF DIRECTORS On issues related to the board of directors, Pioneer normally supports management. We will, however, consider a vote against management in instances where corporate performance has been very poor or where the board appears to lack independence. GENERAL BOARD ISSUES Pioneer will vote for: o Audit, compensation and nominating committees composed of independent directors exclusively. o Indemnification for directors for actions taken in good faith in accordance with the business judgment rule. We will vote against proposals for broader indemnification. 100 o Changes in board size that appear to have a legitimate business purpose and are not primarily for anti-takeover reasons. o Election of an honorary director. We will vote against: o Minimum stock ownership by directors. o Term limits for directors. Companies benefit from experienced directors, and shareholder control is better achieved through annual votes. o Requirements for union or special interest representation on the board. o Requirements to provide two candidates for each board seat. We will vote on a case-by case basis on these issues: o Separate chairman and CEO positions. We will consider voting with shareholders on these issues in cases of poor corporate performance. ELECTIONS OF DIRECTORS In uncontested elections of directors we will vote against: o Individual directors with absenteeism above 25% without valid reason. We support proposals that require disclosure of director attendance. o Insider directors and affiliated outsiders who sit on the audit, compensation, stock option or nominating committees. For the purposes of our policy, we accept the definition of affiliated directors provided by our proxy voting service. We will also vote against: o Directors who have failed to act on a takeover offer where the majority of shareholders have tendered their shares. o Directors who appear to lack independence or are associated with very poor corporate performance. We will vote on a case-by-case basis on these issues: o Re-election of directors who have implemented or renewed a dead-hand or modified dead-hand poison pill (a "dead-hand poison pill" is a shareholder rights plan that may be altered only by incumbent or "dead" directors. These plans prevent a potential acquirer from disabling a poison pill by obtaining control of the board through a proxy vote). o Contested election of directors. o 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. 101 TAKEOVER-RELATED MEASURES Pioneer is generally opposed to proposals that may discourage takeover attempts. We believe that the potential for a takeover helps ensure that corporate performance remains high. Pioneer will vote for: o Cumulative voting. o 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 provision. Finally, we will consider the mechanism used to determine the fair price; we are generally opposed to complicated formulas or requirements to pay a premium. o Opting out of state takeover statutes regarding fair price provisions. We will use the criteria used for fair price provisions in general to determine our vote on this issue. o Proposals that allow shareholders to nominate directors. We will vote against: o Classified boards, except in the case of closed-end 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. 102 o Extension of advance notice requirements for shareholder proposals. o Granting board authority normally retained by shareholders (e.g., amend charter, set board size). o Shareholder rights plans ("poison pills"). These plans generally allow shareholders to buy additional shares at a below-market price in the event of a change in control and may deter some bids. CAPITAL STRUCTURE Managements need considerable flexibility in determining the company's financial structure, and Pioneer normally supports managements' proposals in this area. We will, however, reject proposals that impose high barriers to potential takeovers. Pioneer will vote for: o Changes in par value. o Reverse splits, if accompanied by a reduction in number of shares. o 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, and - Potential consequences of a failure to increase the number of shares outstanding (e.g., delisting or bankruptcy). o Blank check preferred. We will normally oppose issuance of a new class of blank check preferred, but may approve an increase in a class already outstanding if the company has demonstrated that it uses this flexibility appropriately. o Proposals to submit private placements to shareholder vote. o Other financing plans. We will vote against preemptive rights that we believe limit a company's financing flexibility. COMPENSATION Pioneer supports compensation plans that link pay to shareholder returns and believes that management has the best understanding of the level of compensation needed to attract and retain qualified people. At the same time, stock-related compensation plans have a significant economic impact and a direct effect on the balance sheet. Therefore, while we do not want to micromanage a company's compensation programs, we will place limits on the potential dilution these plans may impose. Pioneer will vote for: o 401(k) benefit plans. 103 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, and - 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 that have repriced in the past without shareholder approval - 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. 104 o All other compensation-related proposals, including deferred compensation plans, employment agreements, loan guarantee programs and retirement plans. o All other proposals regarding stock compensation plans, including extending the life of a plan, changing vesting restrictions, repricing options, lengthening exercise periods or accelerating distribution of awards and pyramiding and cashless exercise programs. We will vote against: o Pensions for non-employee directors. We believe these retirement plans reduce director objectivity. o Elimination of stock option plans. We will vote on a case-by-case basis on these issues: o Limits on executive and director pay. o Stock in lieu of cash compensation for directors. CORPORATE GOVERNANCE Pioneer will vote for: o Confidential voting. o Equal access provisions, which allow shareholders to contribute their 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. 105 MERGERS AND RESTRUCTURINGS Pioneer will vote on the following and similar issues on a case-by-case basis: o Mergers and acquisitions. o Corporate restructurings, including spin-offs, liquidations, asset sales, joint ventures, conversions to holding company and conversions to self-managed REIT structure. o Debt restructurings. o Conversion of securities. o Issuance of shares to facilitate a merger. o Private placements, warrants, convertible debentures. o Proposals requiring management to inform shareholders of merger opportunities. We will normally vote against shareholder proposals requiring that the company be put up for sale. MUTUAL FUNDS Many of our portfolios may invest in shares of closed-end funds or exchange-traded funds. The non-corporate structure of these investments raises several unique proxy-voting issues. Pioneer will vote for: o Establishment of new classes or series of shares. o Establishment of a master-feeder structure. Pioneer will vote on a case-by-case on: o Changes in investment policy. We will normally support changes that do not affect the investment objective or overall risk level of the fund. We will examine more fundamental changes on a case-by-case basis. o Approval of new or amended advisory contracts. o Changes from closed-end to open-end format. o 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 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. SOCIAL ISSUES Pioneer will abstain on stockholder proposals calling for greater disclosure of corporate activities with regard to social issues. "Social Issues" may generally be described as shareholder proposals for a company to: o Conduct studies regarding certain issues of public concern and interest; o Study the feasibility of the company taking certain actions with regard to such issues; or o Take specific action, including ceasing certain behavior and adopting company standards and principles, in relation to issues of public concern and interest. We believe these issues are important and should receive management attention. Pioneer will vote against proposals calling for substantial changes in the company's business or activities. We will also normally vote against proposals with regard to contributions, believing that management should control the routine disbursement of funds. 106 AVOIDING CONFLICTS OF INTEREST Pioneer recognizes that in certain circumstances a conflict of interest may arise when Pioneer votes a proxy. A conflict of interest occurs when Pioneer's interests interfere, or appear to interfere with the interests of 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 Pioneer, such as another company belonging to the UniCredit S.p.A. banking group (a "UniCredit Affiliate"); o An issuer of a security for which Pioneer acts as a sponsor, advisor, manager, custodian, distributor, underwriter, broker, or other similar capacity (including those securities specifically declared by PGAM to present a conflict of interest for Pioneer); o An issuer of a security for which UniCredit has informed Pioneer that a UniCredit Affiliate acts as a sponsor, advisor, manager, custodian, distributor, underwriter, broker, or other similar capacity; or o A person with whom Pioneer (or any of its affiliates) has an existing, material contract or business relationship. 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 Pioneer and the Funds. If any associate is lobbied or pressured with respect to any voting decision, whether within or outside of Pioneer, he or she should contact a member of the Proxy Voting Oversight Group or Pioneer's Chief Compliance Officer. The Proxy Voting Oversight Group will review each item referred to 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; o Direct the independent proxy voting service to vote the proxy in accordance with its independent assessment; or o As determined by the Proxy Voting Oversight Group in its discretion consistent with its fiduciary duty. 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 may take such other action in good faith (in consultation with counsel) that would protect the interest 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. DECISION NOT TO VOTE PROXIES Although it is 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 UniCredit 107 affiliate, Pioneer will abstain from voting the shares unless otherwise directed by a client. In such a case, the Proxy Coordinator will inform PGAM Global Compliance and the PGAM Independent Directors 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. The 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 Pioneer has outstanding "sell" orders, the proxies for shares subject to the order may not be voted to facilitate the sale. Although 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. 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 Pioneer's Chief Compliance Officer if he or she becomes aware of any possible noncompliance with this policy. TRAINING 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 Pioneer Investment Management, Inc.'s Books and Records Policy and the Books and Records of the Pioneer Funds' Policy. RECORD KEEPING The Proxy Coordinator shall ensure that 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; and o Is able to promptly provide Pioneer with a copy of the voting record upon its request. The Proxy Coordinator shall ensure that for those votes that may require additional documentation (i.e. conflicts of interest, exception votes and case-by-case votes) the following records are maintained: o A record memorializing the basis for each referral vote cast; o A copy of any document created by Pioneer that was material in making the decision on how to vote the subject proxy; o A copy of any recommendation of the proxy voting service; and o A copy of any conflict notice, conflict consent or any other written communication (including emails or other electronic communications) to or from the client (or in the case of an employee benefit plan, the plan's trustee or other fiduciaries) regarding the subject proxy vote cast by, or the vote recommendation of, Pioneer. Pioneer shall maintain the above records in the client's file in accordance with applicable regulations. RELATED REGULATIONS Form N-1A, ICA Rule 30b1-4, Rule 31a1-3, Rule 38a-1 & IAA 206(4)-6, 204-2 108 ADOPTED BY THE PIONEER FUNDS' BOARD OF TRUSTEES October 5, 2004 EFFECTIVE DATE: October 5, 2004 REVISION DATE: September 2009 22109-11-1216 109 EX-99.17 (AS APPROP) 16 Ex17c.txt COMBINED ANNUAL REPORT Pioneer Solutions - Conservative Fund Pioneer Solutions - Balanced Fund Pioneer Solutions - Growth Fund -------------------------------------------------------------------------------- Annual Report | July 31, 2017 -------------------------------------------------------------------------------- Ticker Symbols: Conservative Balanced Growth Class Fund Fund Fund ----- ----- ----- ----- A PIAVX PIALX GRAAX C PICVX PIDCX GRACX R PSMRX BALRX SOGRX Y IBBCX IMOYX IBGYX [LOGO] Amundi Pioneer ============== ASSET MANAGEMENT visit us: www.amundipioneer.com Table of Contents President's Letter 2 Portfolio Management Discussion 4 Fund Reviews 12 Comparing Ongoing Fund Expenses 13 Prices and Distributions 19 Portfolio Summary & Performance Update 22 Schedule of Investments 37 Financial Statements 49 Notes to Financial Statements 71 Report of Independent Registered Public Accounting Firm 106 Additional Information 108 Approval of New and Interim Management Agreements 110 Trustees, Officers and Service Providers 137
Pioneer Solutions Funds | Annual Report | 7/31/17 1 President's Letter We are very pleased to announce that on July 3, 2017, Amundi Asset Management, a large European asset manager, officially acquired Pioneer Investments and announced the completion of a merger which combined Pioneer Investment Management USA, Inc., in Boston and Amundi Smith Breeden in Durham, N.C., to form Amundi Pioneer Asset Management, Inc. ("Amundi Pioneer"). Amundi Smith Breeden, founded as Smith Breeden Associates in 1982, is a highly regarded relative-value credit investor managing an extensive range of fixed-income strategies tailored to the needs of institutional investors. Our new brand, Amundi Pioneer, now signifies: o Ownership by Amundi Asset Management ("Amundi"). Amundi is Europe's largest asset manager and among the world's top 10 asset managers, as measured by assets under management (AUM), with approximately $1.3 trillion AUM. o The significantly larger scale and resources of the combined firms. o Amundi's desire to maintain the strong brand recognition of Pioneer in the U.S., which dates back to 1928. We would like to stress to shareowners that all of the Pioneer mutual funds have retained their previous names. In addition, there have been no changes to the portfolio managers or the funds' investment strategies as a result of the merger. Amundi Pioneer's newly combined investment team works together as one unit, discussing investment ideas, participating in research meetings, and collaborating across the expanded organization. We are looking forward to the opportunity to leverage the broad global resources of Amundi. In bringing together Pioneer and Amundi Smith Breeden, we have combined organizations that share similar investment philosophies and corporate cultures, and that value teamwork across a collegial, collaborative environment. We are very excited about our future, as we believe the greater scale and expanded global reach of the combined firm provides several opportunities to better meet the needs of today's investors by exploring new, innovative investment solutions and integrating the abundance of thought leadership resources at Amundi, while also maintaining our commitment to providing existing shareowners with outstanding service locally. 2 Pioneer Solutions Funds | Annual Report | 7/31/17 Since 1928, we have believed in the importance of active management. The active decisions to invest in equities or fixed-income securities are made by a team of experienced investment professionals focusing on identifying value across global markets using proprietary research, careful risk management, and a long-term perspective. We believe Amundi Pioneer's shareowners can benefit from the experience and tenure of our investment teams as well as the insights generated from our extensive research process. As always, and particularly during times of market uncertainty, we encourage you to work with your financial advisor to develop an overall investment plan that addresses both your short- and long-term goals, and to implement such a plan in a disciplined manner. We greatly appreciate the trust you have placed in us and look forward to continuing to serve you in the future as we move into a new and exciting era. Sincerely, /s/ Lisa M. Jones Lisa M. Jones Head of the Americas, President and CEO of U.S. Amundi Pioneer Asset Management USA, Inc. July 31, 2017 Any information in this shareowner report regarding market or economic trends or the factors influencing the Fund's historical or future performance are statements of opinion as of the date of this report. Past performance is no guarantee of future results. Pioneer Solutions Funds | Annual Report | 7/31/17 3 Portfolio Management Discussion | 7/31/17 Important Note: On July 3, 2017, Amundi acquired Pioneer Investments, a group of asset management companies located throughout the world. Amundi, one of the world's largest asset managers, is headquartered in Paris, France. As a result of the transaction, Pioneer Investment Management, Inc., the Fund's investment adviser, became an indirect wholly owned subsidiary of Amundi and Amundi's wholly owned subsidiary, Amundi USA, Inc. Prior to July 3, 2017, Pioneer Investments was owned by Pioneer Global Asset Management S.p.A., a wholly owned subsidiary of UniCredit S.p.A. In connection with the transaction, the names of the Fund's investment adviser and principal underwriter changed. Effective July 3, 2017, the name of Pioneer Investment Management, Inc. changed to Amundi Pioneer Asset Management, Inc. and the name of Pioneer Funds Distributor, Inc. changed to Amundi Pioneer Distributor, Inc. This transaction does not impact your existing relationship with Pioneer Investments, your advisor, or the methods you use to communicate with us, as the investor contact telephone numbers and services you expect will remain the same. We are excited, however, to be launching a new website representing the combined company. Come visit us at: www.amundipioneer.com. In the following interview, portfolio managers John O'Toole and Paul Weber discuss the market environment and investment strategies that applied to the Pioneer Solutions Funds for the 12-month period ended July 31, 2017. Working out of our Dublin, Ireland office, Mr. O'Toole, Head of Multi-Asset Portfolio Management at Amundi Pioneer Asset Management, Inc. (Amundi Pioneer), Mr. Weber, Head of Fund Research & Manager Selection at Amundi Pioneer, and Salvatore Buono, Head of Strategy Alignment and Structured Products at Amundi Pioneer, are responsible for the day-to-day management of the portfolios. Q How did the Funds perform during the 12-month period ended July 31, 2017? A During the 12-month period ended July 31, 2017, Pioneer Solutions - Conservative Fund's Class A shares returned 3.91% at net asset value, while the Morgan Stanley Capital International (MSCI) World ND Index(1) (1) The MSCI information may only be used for your internal use, may not be reproduced or redisseminated in any form and may not be used as a basis for or a component of any financial instruments or products or indices. None of the MSCI information is intended to constitute investment advice or a recommendation to make (or refrain from making) any kind of investment decision and may not be relied on as such. Historical data and analysis should not be taken as an indication or guarantee of any future performance analysis, forecast or prediction. The MSCI information is provided on an "as is" basis and the user of this information assumes the entire risk of any use made of this information. MSCI, each of its affiliates and each other person involved in or related to compiling, computing or creating any MSCI information (collectively, the "MSCI Parties") expressly disclaims all warranties (including, without limitation, any warranties of originality, accuracy, completeness, timeliness, non-infringement, merchantability and fitness for a particular purpose) with respect to this information. Without limiting any of the foregoing, in no event shall any MSCI Party have any liability for any direct, indirect, special, incidental, punitive, consequential (including, without limitation, lost profits) or any other damages. 4 Pioneer Solutions Funds | Annual Report | 7/31/17 returned 16.12% and the Bloomberg Barclays U.S. Aggregate Bond Index returned -0.51%. During the same period, the average return of the 359 mutual funds in Lipper's Mixed-Asset Target Allocation Conservative Funds category was 5.53%, and the average return of the 208 mutual funds in Morningstar's 15% to 30% Equity Allocation Funds category was 4.28%. Pioneer Solutions - Balanced Fund's Class A shares returned 7.04% at net asset value during the 12-month period, while the MSCI World ND Index returned 16.12% and the Bloomberg Barclays U.S. Aggregate Bond Index returned -0.51%. During the same period, the average return of the 548 mutual funds in Lipper's Mixed-Asset Target Allocation Moderate Funds category was 8.95%, and the average return of the 819 mutual funds in Morningstar's 50% to 70% Equity Allocation Funds category was 9.44%. Pioneer Solutions - Growth Fund's Class A shares returned 11.30% at net asset value during the 12-month period, while the MSCI World ND Index returned 16.12% and the Bloomberg Barclays U.S. Aggregate Bond Index returned -0.51%. During the same period, the average return of the 514 mutual funds in Lipper's Mixed-Asset Target Allocation Growth Funds category was 11.01%, and the average return of the 373 mutual funds in Morningstar's 70% to 85% Equity Allocation Funds category was 11.82%. Q Could you characterize the economic and market backdrop during the 12-month period ended July 31, 2017? A Performance of risk-based asset classes - such as stocks and high-yield bonds - over the 12-month period was driven in large part by the reaction of investors to the results of the November 8, 2016, U.S. presidential election, and to other election results in the developed markets. The period opened in August 2016 against a backdrop of leading overseas central banks in Europe, Japan, and China all pursuing aggressive monetary policies to support economic growth in the wake of the previous month's "Brexit" referendum in Britain, in which the country's electorate voted to leave the European Union (E.U.). Activity in the developed markets was relatively flat as economic data about global growth continued to be indecisive. As 2016 progressed, markets saw a pick-up in volatility as data indicated continued strengthening of the U.S. economy and as speculation increased that the U.S. Federal Reserve (the Fed) would raise its benchmark interest rate before the end of 2016. Equity markets as well as interest rates would rise sharply in the wake of the unanticipated U.S. election outcome in November, which resulted in unified Republican control of the White House and both houses of Congress. The results of the election led to speculation about stronger U.S. economic growth going forward, based on the new administration's expressed goals of cutting taxes, reducing regulations, and increasing infrastructure spending. Pioneer Solutions Funds | Annual Report | 7/31/17 5 In late November 2016, the OPEC (Organization of Petroleum Exporting Countries) oil cartel announced an agreement on limiting production, which stabilized the outlook for the energy sector and for a number of emerging markets economies. Risk sentiment in the global markets would become somewhat tempered in early December, however, as a referendum on Italian constitutional reform failed, leading Italy's prime minister to resign. Viewed in conjunction with the earlier Brexit referendum, the defeat of the Italian referendum renewed broader market concerns over the effects of rising populism on the future of the Euro zone, the world's second-largest economic bloc. In mid-December, the Fed finally did raise the Federal funds target rate by 0.25%, as expected, moving the target up to the 0.50% to 0.75% range. At the same time, the Fed hinted that it was considering three similarly incremental rate increases in 2017. Politics and speculation over central bank policies continued to affect market performance as 2017 got underway. The European Central Bank (ECB) upgraded its growth and inflation forecasts, leading markets to price in a rate hike. In the U.S., after priming markets for a rate increase, the Fed did not disappoint, raising the Federal funds rate by another 0.25% in mid- March. However, less aggressive rhetoric from the Fed on future interest-rate policy resulted in global bond yields moving lower, even though the Fed would raise rates yet again in June. The macroeconomic backdrop continued to strengthen, however, with data surprising on the upside across leading developed markets. On the political front, President Trump endured a setback in the pursuit of his goal of either repealing outright or significantly altering the Affordable Care Act, due to the lack of Congressional support from his own party. That failure prompted speculation that the president would also have trouble getting his pro-growth policies passed into law, and perhaps contributed to moderating U.S. economic growth over the first three months of 2017. In Europe, political risks abated in the spring as elections in both the Netherlands and France resulted in victories for more moderate candidates. The victory of the pro-E.U. Emmanuel Macron in the French elections in May had a particularly calming effect on global markets. The diminishing political risks in the Euro zone, in turn, supported a rally across riskier assets, led by equities. Disappointing global inflation data led to a pull-back in bond yields through most of the second quarter of 2017, but bond yields would bounce back as markets began pricing in tighter monetary policies following hawkish rhetoric from global central banks. For the full 12 months, global equities in aggregate returned 16.12%, as measured by the MSCI World ND Index. The U.S. equity market returned 16.03%, as measured by the Standard & Poor's 500 Index, modestly lagging developed market international equities, which returned 18.32%, as gauged 6 Pioneer Solutions Funds | Annual Report | 7/31/17 by the MSCI Europe, Australasia, Far East Index. Emerging markets outperformed all other areas during the 12-month period, returning 25.30%, as measured by the MSCI Emerging Markets Index. Within the U.S. equity market, while returns were comfortably into double digits across all segments, growth stocks outperformed value stocks, and small-cap stocks outperformed their large-cap counterparts. Based largely on the post-U.S. election spike in interest rates, bond returns were muted over the 12-month period, as reflected by the -0.51% return of the Bloomberg Barclays U.S. Aggregate Bond Index, a widely used measure of the performance of the U.S. bond market. Q Can you review your overall investment approach taken with respect to management of the Funds? A We allocate the assets of each Fund within broad strategic guidelines designed to address a particular investor risk profile. In seeking to gain the desired exposures in the portfolios to U.S. equities, international equities, bonds, and cash, we utilize a broad selection of mutual funds. Under this approach, we typically incorporate into the portfolios a substantial representation of carefully selected mutual funds managed by Amundi Pioneer, and by other, third-party managers. In addition, we use derivative positions, which we discuss in more detail later in this report, to help manage exposures and the overall risk/reward profile for each Fund. Importantly, we manage each Fund with an eye toward the allocation of a "risk budget," rather than under a straightforward asset allocation approach. This reflects the fact that the majority of the risk embedded in an equally weighted bond and equity portfolio is concentrated within the equity component. Q What considerations and tactical shifts did you apply to the Funds' asset allocations during the 12-month period ended July 31, 2017? A For most of the period, we positioned the portfolios with a relatively constructive overall view of riskier assets, particularly equities. The Funds' allocations to equities were at a neutral level early in the 12-month period, but we moved to an equity overweight as the period progressed. Within equities, the portfolios had a bias toward the U.S. and Japan, relative to Europe, entering the period. After the November 2016 U.S. presidential election, we implemented a tilt toward value within U.S. equities. Later in the period, we trimmed the Funds' allocations to U.S. equities back to neutral, while increasing exposure to European equities. With respect to fixed income, toward the middle of the period we trimmed the Funds' overweights to below-investment-grade (high-yield) corporates, while increasing exposure to U.S. bond funds with flexible investment approaches. Late in the period, we moved to a more conservative stance Pioneer Solutions Funds | Annual Report | 7/31/17 7 within fixed income with respect to duration. (Duration is a measure of the sensitivity of the price, or the value of principal, of a fixed-income investment to a change in interest rates, expressed as a number of years.) Q How did your allocations and investment strategies for the Funds affect their performance during the 12-month period ended July 31, 2017? A Across the portfolios, positive contributions to performance came from selection results within fixed income. In particular, the Funds' positions in Pioneer Strategic Income Fund, Pioneer Dynamic Credit Fund, and Western Asset Core Plus Fund aided performance. Selection results within global equity vehicles also added to the Funds' relative performance, driven by allocations to Pioneer Global Equity Fund. The Funds' overweight exposures to U.S. and Japanese equities contributed positively as well. Tactical trading of U.S. Treasury Inflation Protected Securities (TIPS) also contributed to the Funds' returns, as did long positions in the Indian rupee versus the Singapore dollar. Allocations to high-yield corporate bonds contributed to performance in the Conservative and Balanced Funds, while selection results within international equities were a positive contributor in the Balanced and Growth portfolios. On the downside, within fixed income, the portfolios' duration stance detracted from performance over the 12-month period. The performance shortfall caused by duration positioning largely derived from a sharp rise in rates in the wake of the November 2016 U.S. elections. Within equities, the Funds' underweight exposures to Europe constrained returns as the European market rallied after the U.S. election. Overweight exposures to real estate also weighed on the Funds' performance. Short positions in financials within U.S. equities detracted from the performance of the Balanced and Growth portfolios, while a value bias within U.S. equities limited returns within the Growth portfolio, as did the use of hedges against an overweight position in U.S. equities. Q The Funds have the ability to invest in derivatives. Did you use derivatives as part of your investment strategy during the 12-month period ended July 31, 2017, and did those positions have a material effect on performance? A We will use derivatives regularly in an effort to execute our investment strategies for each fund in an efficient manner, including to gain or trim market exposures in the portfolios and to implement relative-value trades. In particular, during the 12-month period we used derivatives to manage the portfolios' overlay duration and corresponding interest rate sensitivity. As noted earlier, the Funds' duration positioning detracted from relative performance. 8 Pioneer Solutions Funds | Annual Report | 7/31/17 Q What factors are you watching most closely as you determine strategy for the Funds going forward? A As 2017 has progressed, we have raised our expected trajectories for economic growth in Europe and China, while lowering them for the U.S. and the emerging markets (outside of China). We do not view conditions in any major economy as having the potential to threaten the global growth outlook. Overall, we expect inflation to remain relatively mild, while it moves closer to the targets set by central banks. Against that backdrop, we continue to hold a positive view of global equities. Within developed markets, the portfolios are positioned with a preference for European and Japanese equities. The cyclical economic momentum in the Euro zone is notable and appears likely to persist, given the output gaps that remain in a number of European countries. The result of the May 2017 French election marked a reduction in the risk of a populist shift in the European political landscape, further boosting the outlook for equities in the region. In Japan, we expect gross domestic product (GDP) to continue to grow and become more balanced, with higher contributions coming from household demand and capital expenditures. Exports remain key to Japan's economy, and we believe they should remain strong, given the current value of the yen on currency markets and better-than-expected world trade levels. Investor sentiment towards Japan remains subdued, and so we believe that Japanese equities have significant potential upside. We hold a more cautious stance on U.S. equities, however, as they appear to be trading near fair value. In our view, much of the expected improvement in fundamentals is already priced into the U.S. market. We believe emerging markets continue to offer interesting long-term investment opportunities. In that vein, we have recently added a long Korean equity position in the portfolios, based on improving macroeconomic momentum as well as a broad-based move towards a more shareholder-friendly corporate governance regime within Korea. Turning to fixed income, the portfolios are positioned with a broadly negative stance with respect to interest-rate risk. With economic conditions improving, we have positioned the Funds' to potentially benefit from rising rates by taking short positions in a number of government bonds. In particular, the current valuation of German sovereigns has reached unsustainable levels in our view. The portfolios also have exposure to U.S. TIPS as well as inflation-protected securities in Japan, where we expect loose monetary policy and stronger economic conditions to push inflation higher over the medium term. Finally, the portfolios have allocations to U.S. investment-grade and high-yield corporates. While corporate credit spreads have narrowed, we believe that the stable economic backdrop should allow for those bonds to earn their coupons with relatively low volatility over the near term. (Credit spreads are commonly defined as the differences in yield between Treasuries and other types of fixed-income securities with similar maturities.) Pioneer Solutions Funds | Annual Report | 7/31/17 9 Note to Shareholders: Recently, the Board of Trustees of the Pioneer Funds approved the reorganization of Pioneer Solutions - Conservative Fund and Pioneer Solutions - Growth Fund (the "Acquired Funds") into Pioneer Solutions - Balanced Fund (the "Acquiring Fund"). The reorganization involves the transfer by the Acquired Funds of all their assets and liabilities to the Acquiring Fund. Shareholders of the Acquired Funds would receive shares of the corresponding Acquiring Fund in exchange for their Acquired Fund's shares, and the Acquired Fund would be terminated. Amundi Pioneer Investment Management, Inc. ("Amundi Pioneer") expects the reorganization to be completed in the fourth quarter of 2017 or early in 2018. Amundi Pioneer will provide shareholders of the funds involved in the reorganization with further information pertaining to the impending transaction in the coming weeks. Please refer to the Schedule of Investments on pages 37-48 for a full listing of fund securities. All investments are subject to risk, including the possible loss of principal. In the past several years, financial markets have experienced increased volatility, depressed valuations, decreased liquidity and heightened uncertainty. These conditions may continue, recur, worsen or spread. Each portfolio in Pioneer Solutions Funds is a "fund-of-funds" which seeks to achieve its investment objectives by investing primarily in other funds ("the underlying funds") managed by Amundi Pioneer or one of its affiliates, rather than by taking direct positions in securities. The Solutions Funds' performance depend on the adviser's skill in determining the strategic asset allocations, the mix of underlying funds, as well as the performance of those underlying funds. The underlying funds' performance may be lower than the performance of the asset class that they were selected to represent. In addition to the Funds' operating expenses, investors will indirectly bear the operating expenses of investments in any underlying funds. Each of the underlying funds has its own investment risks. At times, the Funds' investments may represent industries or sectors that are interrelated or have common risks, making them more susceptible to any economic, political, or regulatory developments or other risks affecting those industries and sectors. Investments in equity securities are subject to price fluctuation. When interest rates rise, the prices of fixed income securities in the funds will generally fall. Conversely, when interest rates fall, the prices of fixed income securities in the funds will generally rise. Investments in the Funds are subject to possible loss due to the financial failure of issuers of underlying securities and their inability to meet their debt obligations. Investing in foreign and/or emerging markets securities involves risks relating to interest rates, currency exchange rates, economic, and political conditions. 10 Pioneer Solutions Funds | Annual Report | 7/31/17 The portfolios may invest in underlying funds with exposure to REIT securities, the value of which can fall for a variety of reasons, such as declines in rental income, fluctuating interest rates, poor property management, environmental liabilities, uninsured damage, increased competition, or changes in real estate tax laws. The Funds may invest in underlying funds with exposure to commodities. The value of commodity-linked derivatives may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, factors affecting a particular industry or commodity, international economic, political and regulatory developments, supply and demand, and governmental regulatory policies. The Funds may use derivatives, such as options, futures, inverse floating rate obligations, swaps, and others, which can be illiquid, may disproportionately increase losses, and have a potentially large impact on fund performance. Derivatives may have a leveraging effect on the Fund. The Funds may invest in credit default swaps, which may in some cases be illiquid, and they increase credit risk since the fund has exposure to both the issuer of the referenced obligation and the counterparty to the credit default swap. The Funds and some of the underlying funds employ leverage, which increases the volatility of investment returns and subjects the Funds to magnified losses if an underlying fund's investments decline in value. The Funds and some of the underlying funds may employ short selling, a speculative strategy. Unlike the possible loss on a security that is purchased, there is no limit on the amount of loss on an appreciating security that is sold short. The value of the investments held by the Funds 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. If the Funds hold cash that is uninvested, the Funds will not earn income on the cash and the Funds' yields will go down. These risks may increase share price volatility. There is no assurance that these and other strategies used by the Funds will be successful. Please see the prospectus for a more complete discussion of the Funds' risks. Before making an investment in any fund, you should consider all the risks associated with it. Please see the Fund Reviews beginning on page 12 for information on specific weightings and performance for each of the funds. Before investing, consider the product's investment objectives, risks, charges and expenses. Contact your advisor or Amundi Pioneer Asset Management, Inc., for a prospectus or summary prospectus containing this information. Read it carefully. Any information in this shareowner report regarding market or economic trends or the factors influencing each fund's historical or future performance are statements of opinion as of the date of this report. Past performance is no guarantee of future results. Pioneer Solutions Funds | Annual Report | 7/31/17 11 Fund Reviews | 7/31/17 Portfolio Allocations Pioneer Solutions - Conservative Fund As of July 31, 2017, the Fund had an allocation of 23.3% equities and 76.7% fixed income. Within the fixed-income portion of the Fund, the largest holding at the end of the period was in Pioneer Bond Fund, at 27.4% of assets, followed by Pioneer Strategic Income Fund, at 27.1%. The largest equity positions in the portfolio at period end were in Pioneer Global Equity Fund, at 4.64% of assets, and Pioneer International Equity Fund, at 4.1%. Pioneer Solutions - Balanced Fund As of July 31, 2017, the Fund had an allocation of 55.6% equities and 44.4% fixed income. Within the fixed-income portion of the Fund, the largest holding at the end of the period was in Pioneer Strategic Income Fund, at 13.7% of assets, followed by Pioneer Bond Fund, at 9.1%. The largest equity positions in the portfolio at period end were in Pioneer International Equity Fund, at 17.0% of assets, and Pioneer Global Equity Fund, at 10.5%. Pioneer Solutions - Growth Fund As of July 31, 2017, the Fund had an allocation of 87.9% equities and 12.1% fixed income. Within the equity portion of the Fund, the largest holding at the end of the period was in Pioneer International Equity Fund, at 18.1% of assets. Pioneer Global Equity Fund was the next-largest equity holding, at 12.3%, followed by Pioneer Disciplined Value Fund, at 9.0%. Other significant equity positions in the Fund at the end of the period included Pioneer Mid Cap Value Fund (5.9%) and Pioneer Fund (5.0%). The largest fixed-income position in the portfolio at period end was in Pioneer Bond Fund, at 6.2% of assets. 12 Pioneer Solutions Funds | Annual Report | 7/31/17 Comparing Ongoing Fund Expenses Pioneer Solutions - Conservative Fund As a shareowner in the Fund, you incur two types of costs: (1) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses; and (2) transaction costs, including sales charges (loads) on purchase payments. This example is intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 at the beginning of the Fund's latest six-month period and held throughout the six months. Using the Tables -------------------------------------------------------------------------------- Actual Expenses The first table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period as follows: (1) Divide your account value by $1,000 Example: an $8,600 account value (divided by) $1,000 = 8.6 (2) Multiply the result in (1) above by the corresponding share class's number in the third row under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. Expenses Paid on a $1,000 Investment in Pioneer Solutions Conservative Fund Based on actual returns from February 1, 2017 through July 31, 2017.
-------------------------------------------------------------------------------- Share Class A C R Y -------------------------------------------------------------------------------- Beginning Account $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 Value on 2/1/17 -------------------------------------------------------------------------------- Ending Account Value $ 1,041.39 $ 1,037.61 $ 1,040.53 $ 1,041.80 (after expenses) on 7/31/17 -------------------------------------------------------------------------------- Expenses Paid $ 3.54 $ 7.33 $ 4.55 $ 3.29 During Period* --------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized net expense ratio of 0.70%, 1.45%, 0.90% and 0.65% for Class A, C, R and Y shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 to reflect the one half-year period. Fund expense ratios do not include estimates for acquired fund fees and expenses (AFFE). If AFFE estimates were included, expenses paid during the period would have been $6.38, $10.15, $7.39 and $6.13 for Class A, C, R and Y shares, respectively, based on the respective expense ratio for each class of 1.26%, 2.01%, 1.46% and 1.21%. Pioneer Solutions Funds | Annual Report | 7/31/17 13 Hypothetical Example for Comparison Purposes The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the tables are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) that are charged at the time of the transaction. Therefore, the table below is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher. Expenses Paid on a $1,000 Investment in Pioneer Solutions Conservative Fund Based on a hypothetical 5% per year return before expenses, reflecting the period from February 1, 2017 through July 31, 2017.
-------------------------------------------------------------------------------- Share Class A C R Y -------------------------------------------------------------------------------- Beginning Account $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 Value on 2/1/17 -------------------------------------------------------------------------------- Ending Account Value $ 1,021.32 $ 1,017.60 $ 1,020.33 $ 1,021.57 (after expenses) on 7/31/17 -------------------------------------------------------------------------------- Expenses Paid $ 3.51 $ 7.25 $ 4.51 $ 3.26 During Period* --------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized net expense ratio of 0.70%, 1.45%, 0.90% and 0.65% for Class A, C, R and Y shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 to reflect the one half-year period. Fund expense ratios do not include estimates for acquired fund fees and expenses (AFFE). If AFFE estimates were included, expenses paid during the period would have been $6.31, $10.04, $7.30 and $6.06 for Class A, C, R and Y shares, respectively, based on the respective expense ratio for each class of 1.26%, 2.01%, 1.46% and 1.21%. 14 Pioneer Solutions Funds | Annual Report | 7/31/17 Comparing Ongoing Fund Expenses Pioneer Solutions - Balanced Fund As a shareowner in the Fund, you incur two types of costs: (1) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses; and (2) transaction costs, including sales charges (loads) on purchase payments. This example is intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 at the beginning of the Fund's latest six-month period and held throughout the six months. Using the Tables -------------------------------------------------------------------------------- Actual Expenses The first table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period as follows: (1) Divide your account value by $1,000 Example: an $8,600 account value (divided by) $1,000 = 8.6 (2) Multiply the result in (1) above by the corresponding share class's number in the third row under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. Expenses Paid on a $1,000 Investment in Pioneer Solutions Balanced Fund Based on actual returns from February 1, 2017 through July 31, 2017.
-------------------------------------------------------------------------------- Share Class A C R Y -------------------------------------------------------------------------------- Beginning Account $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 Value on 2/1/17 -------------------------------------------------------------------------------- Ending Account Value $ 1,059.70 $ 1,055.11 $ 1,058.11 $ 1,060.68 (after expenses) on 7/31/17 -------------------------------------------------------------------------------- Expenses Paid $ 3.47 $ 7.03 $ 4.59 $ 2.40 During Period* --------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized net expense ratio of 0.68%, 1.38%, 0.90% and 0.47% for Class A, C, R and Y shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 to reflect the one half-year period. Fund expense ratios do not include estimates for acquired fund fees and expenses (AFFE). If AFFE estimates were included, expenses paid during the period would have been $6.95, $10.50, $8.06 and $5.88 for Class A, C, R and Y shares, respectively, based on the respective expense ratio for each class of 1.36%, 2.06%, 1.58% and 1.15%. Pioneer Solutions Funds | Annual Report | 7/31/17 15 Hypothetical Example for Comparison Purposes The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the tables are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) that are charged at the time of the transaction. Therefore, the table below is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher. Expenses Paid on a $1,000 Investment in Pioneer Solutions Balanced Fund Based on a hypothetical 5% per year return before expenses, reflecting the period from February 1, 2017 through July 31, 2017.
-------------------------------------------------------------------------------- Share Class A C R Y -------------------------------------------------------------------------------- Beginning Account $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 Value on 2/1/17 -------------------------------------------------------------------------------- Ending Account Value $ 1,021.42 $ 1,017.95 $ 1,020.33 $ 1,022.46 (after expenses) on 7/31/17 -------------------------------------------------------------------------------- Expenses Paid $ 3.41 $ 6.90 $ 4.51 $ 2.36 During Period* --------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized net expense ratio of 0.68%, 1.38%, 0.90% and 0.47% for Class A, C, R and Y shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 to reflect the one half-year period. Fund expense ratios do not include estimates for acquired fund fees and expenses (AFFE). If AFFE estimates were included, expenses paid during the period would have been $6.80, $10.29, $7.90 and $5.76 for Class A, C, R and Y shares, respectively, based on the respective expense ratio for each class of 1.36%, 2.06%, 1.58% and 1.15%. 16 Pioneer Solutions Funds | Annual Report | 7/31/17 Comparing Ongoing Fund Expenses Pioneer Solutions - Growth Fund As a shareowner in the Fund, you incur two types of costs: (1) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses; and (2) transaction costs, including sales charges (loads) on purchase payments. This example is intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 at the beginning of the Fund's latest six-month period and held throughout the six months. Using the Tables -------------------------------------------------------------------------------- Actual Expenses The first table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period as follows: (1) Divide your account value by $1,000 Example: an $8,600 account value (divided by) $1,000 = 8.6 (2) Multiply the result in (1) above by the corresponding share class's number in the third row under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. Expenses Paid on a $1,000 Investment in Pioneer Solutions Growth Fund Based on actual returns from February 1, 2017 through July 31, 2017.
-------------------------------------------------------------------------------- Share Class A C R Y -------------------------------------------------------------------------------- Beginning Account $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 Value on 2/1/17 -------------------------------------------------------------------------------- Ending Account Value $ 1,081.63 $ 1,077.99 $ 1,079.68 $ 1,083.21 (after expenses) on 7/31/17 -------------------------------------------------------------------------------- Expenses Paid $ 3.30 $ 6.96 $ 4.64 $ 2.12 During Period* --------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized net expense ratio of 0.64%, 1.35%, 0.90% and 0.41% for Class A, C, R and Y shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 to reflect the one half-year period. Fund expense ratios do not include estimates for acquired fund fees and expenses (AFFE). If AFFE estimates were included, expenses paid during the period would have been $7.02, $10.67, $8.35 and $5.84 for Class A, C, R and Y shares, respectively, based on the respective expense ratio for each class of 1.36%, 2.07%, 1.62% and 1.13%. Pioneer Solutions Funds | Annual Report | 7/31/17 17 Hypothetical Example for Comparison Purposes The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the tables are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) that are charged at the time of the transaction. Therefore, the table below is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher. Expenses Paid on a $1,000 Investment in Pioneer Solutions Growth Fund Based on a hypothetical 5% per year return before expenses, reflecting the period from February 1, 2017 through July 31, 2017.
-------------------------------------------------------------------------------- Share Class A C R Y -------------------------------------------------------------------------------- Beginning Account $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 Value on 2/1/17 -------------------------------------------------------------------------------- Ending Account Value $ 1,021.62 $ 1,018.10 $ 1,020.33 $ 1,022.76 (after expenses) on 7/31/17 -------------------------------------------------------------------------------- Expenses Paid $ 3.21 $ 6.76 $ 4.51 $ 2.06 During Period* --------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized net expense ratio of 0.64%, 1.35%, 0.90% and 0.41% for Class A, C, R and Y shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 to reflect the one half-year period. Fund expense ratios do not include estimates for acquired fund fees and expenses (AFFE). If AFFE estimates were included, expenses paid during the period would have been $6.80, $10.34, $8.10 and $5.66 for Class A, C, R and Y shares, respectively, based on the respective expense ratio for each class of 1.36%, 2.07%, 1.62% and 1.13%. 18 Pioneer Solutions Funds | Annual Report | 7/31/17 Prices and Distributions | 7/31/17 Net Asset Value per Share -------------------------------------------------------------------------------- Conservative Fund
-------------------------------------------------------------------------------- Class 7/31/17 7/31/16 -------------------------------------------------------------------------------- A $ 10.57 $ 10.41 -------------------------------------------------------------------------------- C $ 10.22 $ 10.06 -------------------------------------------------------------------------------- R $ 10.54 $ 10.38 -------------------------------------------------------------------------------- Y $ 9.96 $ 9.83 --------------------------------------------------------------------------------
Balanced Fund
-------------------------------------------------------------------------------- Class 7/31/17 7/31/16 -------------------------------------------------------------------------------- A $ 11.89 $ 11.35 -------------------------------------------------------------------------------- C $ 10.92 $ 10.44 -------------------------------------------------------------------------------- R $ 11.83 $ 11.30 -------------------------------------------------------------------------------- Y $ 12.06 $ 11.51 --------------------------------------------------------------------------------
Growth Fund
-------------------------------------------------------------------------------- Class 7/31/17 7/31/16 -------------------------------------------------------------------------------- A $ 13.51 $ 12.36 -------------------------------------------------------------------------------- C $ 12.71 $ 11.63 -------------------------------------------------------------------------------- R $ 13.41 $ 12.30 -------------------------------------------------------------------------------- Y $ 13.80 $ 12.63 --------------------------------------------------------------------------------
Pioneer Solutions Funds | Annual Report | 7/31/17 19 Prices and Distributions | 7/31/17 (continued) Distributions per Share: 8/1/16-7/31/17 -------------------------------------------------------------------------------- Conservative Fund
-------------------------------------------------------------------------------- Net Investment Short-Term Long-Term Class Income Capital Gains Capital Gains -------------------------------------------------------------------------------- A $ 0.2350 $ -- $ -- -------------------------------------------------------------------------------- C $ 0.1527 $ -- $ -- -------------------------------------------------------------------------------- R $ 0.2142 $ -- $ -- -------------------------------------------------------------------------------- Y $ 0.2444 $ -- $ -- --------------------------------------------------------------------------------
Balanced Fund
-------------------------------------------------------------------------------- Net Investment Short-Term Long-Term Class Income Capital Gains Capital Gains -------------------------------------------------------------------------------- A $ 0.2400 $ -- $ -- -------------------------------------------------------------------------------- C $ 0.1619 $ -- $ -- -------------------------------------------------------------------------------- R $ 0.2307 $ -- $ -- -------------------------------------------------------------------------------- Y $ 0.2715 $ -- $ -- --------------------------------------------------------------------------------
Growth Fund
-------------------------------------------------------------------------------- Net Investment Short-Term Long-Term Class Income Capital Gains Capital Gains -------------------------------------------------------------------------------- A $ 0.1579 $ -- $ 0.0656 -------------------------------------------------------------------------------- C $ 0.0714 $ -- $ 0.0656 -------------------------------------------------------------------------------- R $ 0.1515 $ -- $ 0.0656 -------------------------------------------------------------------------------- Y $ 0.1960 $ -- $ 0.0656 --------------------------------------------------------------------------------
20 Pioneer Solutions Funds | Annual Report | 7/31/17 Index Definitions -------------------------------------------------------------------------------- The Morgan Stanley Capital International (MSCI) World ND Index is an unmanaged measure of the performance of stock markets in the developed world. The Bloomberg Barclays U.S. Aggregate Bond Index is an unmanaged measure of the U.S. bond market. Index returns are calculated monthly, assume reinvestment of dividends and, unlike Fund returns, do not reflect any fees, expenses or sales charges. It is not possible to invest directly in an index. The indices defined here pertain to the "Value of $10,000 Investment" and "Value of $5 Million Investment" charts on pages 23-26, 28-31 and 33-36. Pioneer Solutions Funds | Annual Report | 7/31/17 21 Portfolio Summary | 7/31/17 Pioneer Solutions - Conservative Fund Asset Allocations -------------------------------------------------------------------------------- [THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Fixed Income 75.3% International Equity 12.8% U.S. Equity 7.7% U.S. Government and Agency Obligation 2.2% Sovereign Debt Obligation 2.0%
Actual Portfolio Holdings (based on total portfolio)* --------------------------------------------------------------------------------
U.S. Stocks -------------------------------------------------------------------------------- Pioneer Disciplined Value Fund Class Y 1.89% -------------------------------------------------------------------------------- Pioneer Mid Cap Value Fund Class K 1.34 -------------------------------------------------------------------------------- Pioneer Core Equity Fund Class Y 1.04 -------------------------------------------------------------------------------- Pioneer Fund Class Y 1.04 -------------------------------------------------------------------------------- Pioneer Fundamental Growth Fund Class K 0.98 -------------------------------------------------------------------------------- AMG Managers Fairpointe Mid Cap Fund Class I 0.85 -------------------------------------------------------------------------------- Oak Ridge Small Cap Growth Fund Class K 0.58 -------------------------------------------------------------------------------- International Stocks -------------------------------------------------------------------------------- Pioneer Global Equity Fund Class K 4.60% -------------------------------------------------------------------------------- Pioneer International Equity Fund Class Y 4.14 -------------------------------------------------------------------------------- iShares MSCI China ETF 1.22 -------------------------------------------------------------------------------- iShares MSCI South Korea Capped ETF 1.06 -------------------------------------------------------------------------------- iShares MSCI Canada ETF 0.60 -------------------------------------------------------------------------------- T. Rowe Price International Funds - European Stock Fund 0.50 -------------------------------------------------------------------------------- iShares Core MSCI Emerging Markets ETF 0.36 -------------------------------------------------------------------------------- JOHCM Asia Ex-Japan Equity Fund Class IS 0.26 -------------------------------------------------------------------------------- Bonds -------------------------------------------------------------------------------- Pioneer Bond Fund Class K 27.35% -------------------------------------------------------------------------------- Pioneer Strategic Income Fund Class K 27.10 -------------------------------------------------------------------------------- Western Asset Core Plus Bond Fund Class IS 4.85 -------------------------------------------------------------------------------- MFS Total Return Bond Fund Class I 4.76 -------------------------------------------------------------------------------- Metropolitan West Total Return Bond Fund Class I 4.65 -------------------------------------------------------------------------------- Doubleline Total Return Bond Fund Class I 4.20 -------------------------------------------------------------------------------- Columbia Contrarian Core Fund Class Y 0.85 -------------------------------------------------------------------------------- Pioneer Dynamic Credit Fund Class Y 0.75 -------------------------------------------------------------------------------- Pioneer Floating Rate Fund Class K 0.32 -------------------------------------------------------------------------------- Pioneer Global High Yield Fund Class Y 0.27 -------------------------------------------------------------------------------- Pioneer High Yield Fund Class Y 0.22 -------------------------------------------------------------------------------- U.S. Government and Agency Obligation -------------------------------------------------------------------------------- U.S. Treasury Inflation Indexed Note 2.21% -------------------------------------------------------------------------------- Sovereign Debt Obligation -------------------------------------------------------------------------------- Japanese Government CPI Linked Bond 2.01% --------------------------------------------------------------------------------
* This list excludes temporary cash investments and derivative instruments. The portfolio is actively managed, and current holdings may be different. The holdings listed should not be considered recommendations to buy or sell any security listed. 22 Pioneer Solutions Funds | Annual Report | 7/31/17 Performance Update | 7/31/17 Class A Shares Pioneer Solutions - Conservative Fund Investment Returns -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Class A shares of Pioneer Solutions - Conservative Fund at public offering price during the periods shown, compared to that of the MSCI World ND Index and the Bloomberg Barclays U.S. Aggregate Bond Index.
Average Annual Total Returns (As of July 31, 2017) -------------------------------------------------------------------------------- Bloomberg Barclays Net Public U.S. MSCI Asset Offering Aggregate World Value Price Bond ND Period (NAV) (POP) Index Index -------------------------------------------------------------------------------- 10 years 3.68% 3.07% 4.44% 4.45% 5 years 4.48 3.24 2.02 11.63 1 year 3.91 -2.11 -0.51 16.12 -------------------------------------------------------------------------------- Expense Ratio (Per prospectus dated December 1, 2016) -------------------------------------------------------------------------------- Gross Net -------------------------------------------------------------------------------- 1.47% 1.31% --------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment
Bloomberg Barclays Pioneer Solutions - U.S. Aggregate MSCI World Conservative Fund Bond Index ND Index 7/07 $ 9,425 $10,000 $10,000 7/08 $ 9,153 $10,615 $ 8,912 7/09 $ 8,746 $11,448 $ 6,986 7/10 $ 9,786 $12,468 $ 7,673 7/11 $10,671 $13,021 $ 9,095 7/12 $10,868 $13,965 $ 8,915 7/13 $11,816 $13,699 $10,986 7/14 $12,655 $14,243 $12,740 7/15 $12,908 $14,645 $13,367 7/16 $13,023 $15,515 $13,306 7/17 $13,532 $15,435 $15,451
Call 1-800-225-6292 or visit www.amundipioneer.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. NAV results represent the percent change in net asset value per share. Returns would have been lower had sales charges been reflected. POP returns reflect deduction of maximum 5.75% sales charge. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Performance results shown reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds. Certain fee waivers are contractual through a specified period. Otherwise, fee waivers can be rescinded at any time. See the prospectus and financial statements for more information. The net expense ratio reflects the contractual expense limitation currently in effect through December 1, 2018, for Class A shares. There can be no assurance that Amundi Pioneer will extend the expense limitation beyond such time. Please see the prospectus for more information. Please see the financial highlights for more recent expense ratios. Expense ratios in the financial highlights, unlike those shown in the prospectus, do not reflect acquired fund fees and expenses. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. Effective November 17, 2014, Amundi Pioneer became directly responsible for portfolio management of the Fund. The performance shown for periods prior to November 17, 2014, reflects the investment strategies employed during those periods. Pioneer Solutions Funds | Annual Report | 7/31/17 23 Performance Update | 7/31/17 Class C Shares Pioneer Solutions - Conservative Fund Investment Returns -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Class C shares of Pioneer Solutions - Conservative Fund during the periods shown, compared to that of the MSCI World ND Index and the Bloomberg Barclays U.S. Aggregate Bond Index.
Average Annual Total Returns (As of July 31, 2017) -------------------------------------------------------------------------------- Bloomberg Barclays U.S. MSCI Aggregate World If If Bond ND Period Held Redeemed Index Index -------------------------------------------------------------------------------- 10 years 2.86% 2.86% 4.44% 4.45% 5 years 3.71 3.71 2.02 11.63 1 year 3.18 3.18 -0.51 16.12 -------------------------------------------------------------------------------- Expense Ratio (Per prospectus dated December 1, 2016) -------------------------------------------------------------------------------- Gross Net -------------------------------------------------------------------------------- 2.20% 2.06% --------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment
Bloomberg Barclays Pioneer Solutions - U.S. Aggregate MSCI World Conservative Fund Bond Index ND Index 7/07 $10,000 $10,000 $10,000 7/08 $ 9,637 $10,615 $ 8,912 7/09 $ 9,104 $11,448 $ 6,986 7/10 $10,097 $12,468 $ 7,673 7/11 $10,923 $13,021 $ 9,095 7/12 $11,049 $13,965 $ 8,915 7/13 $11,914 $13,699 $10,986 7/14 $12,679 $14,243 $12,740 7/15 $12,825 $14,645 $13,367 7/16 $12,848 $15,515 $13,306 7/17 $13,256 $15,435 $15,451
Call 1-800-225-6292 or visit www.amundipioneer.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. Class C shares held for less than one year are also subject to a 1% contingent deferred sales charge (CDSC). "If Held" results represent the percent change in net asset value per share. Returns would have been lower had sales charges been reflected. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Performance results shown reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds. Certain fee waivers are contractual through a specified period. Otherwise, fee waivers can be rescinded at any time. See the prospectus and financial statements for more information. The net expense ratio reflects the contractual expense limitation currently in effect through December 1, 2018, for Class C shares. There can be no assurance that Amundi Pioneer will extend the expense limitation beyond such time. Please see the prospectus for more information. Please see the financial highlights for more recent expense ratios. Expense ratios in the financial highlights, unlike those shown in the prospectus, do not reflect acquired fund fees and expenses. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. Effective November 17, 2014, Amundi Pioneer became directly responsible for portfolio management of the Fund. The performance shown for periods prior to November 17, 2014, reflects the investment strategies employed during those periods. 24 Pioneer Solutions Funds | Annual Report | 7/31/17 Performance Update | 7/31/17 Class R Shares Pioneer Solutions - Conservative Fund Investment Returns -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Class R shares of Pioneer Solutions - Conservative Fund during the periods shown, compared to that of the MSCI World ND Index and the Bloomberg Barclays U.S. Aggregate Bond Index.
Average Annual Total Returns (As of July 31, 2017) -------------------------------------------------------------------------------- Bloomberg Barclays Net U.S. MSCI Asset Aggregate World Value Bond ND Period (NAV) Index Index -------------------------------------------------------------------------------- 10 years 3.64% 4.44% 4.45% 5 years 4.40 2.02 11.63 1 year 3.71 -0.51 16.12 -------------------------------------------------------------------------------- Expense Ratio (Per prospectus dated December 1, 2016) -------------------------------------------------------------------------------- Gross Net -------------------------------------------------------------------------------- 2.11% 1.51% --------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment
Bloomberg Barclays Pioneer Solutions - U.S. Aggregate MSCI World Conservative Fund Bond Index ND Index 7/07 $10,000 $10,000 $10,000 7/08 $ 9,712 $10,615 $ 8,912 7/09 $ 9,282 $11,448 $ 6,986 7/10 $10,384 $12,468 $ 7,673 7/11 $11,323 $13,021 $ 9,095 7/12 $11,533 $13,965 $ 8,915 7/13 $12,539 $13,699 $10,986 7/14 $13,429 $14,243 $12,740 7/15 $13,698 $14,645 $13,367 7/16 $13,789 $15,515 $13,306 7/17 $14,300 $15,435 $15,451
Call 1-800-225-6292 or visit www.amundipioneer.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. The performance shown for Class R shares for the period prior to the commencement of operations of Class R shares on July 1, 2015, is the net asset value performance of the Fund's Class A shares, which has not been restated to reflect any differences in expenses, including Rule 12b-1 fees applicable to Class A shares. Since fees for Class A shares generally are higher than those of Class R shares, the performance of Class R shares prior to their inception would have been higher than the performance shown. For the period beginning July 1, 2015, the actual performance of Class R shares is reflected. Class R shares are not subject to sales charges and are available for limited groups of eligible investors, including institutional investors. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Performance results reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds. Certain fee waivers are contractual through a specified period. Otherwise, fee waivers can be rescinded at any time. See the prospectus and financial statements for more information. The net expense ratio reflects the contractual expense limitation currently in effect through December 1, 2018, for Class R shares. There can be no assurance that Amundi Pioneer will extend the expense limitation beyond such time. Please see the prospectus and financial statements for more information. Please see the financial highlights for more recent expense ratios. Expense ratios in the financial highlights, unlike those shown in the prospectus, do not reflect acquired fund fees and expenses. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. Effective November 17, 2014, Amundi Pioneer became directly responsible for portfolio management of the Fund. The performance shown for periods prior to November 17, 2014, reflects the investment strategies employed during those periods. Pioneer Solutions Funds | Annual Report | 7/31/17 25 Performance Update | 7/31/17 Class Y Shares Pioneer Solutions - Conservative Fund Investment Returns -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $5 million investment made in Class Y shares of Pioneer Solutions - Conservative Fund during the periods shown, compared to that of the MSCI World ND Index and the Bloomberg Barclays U.S. Aggregate Bond Index.
Average Annual Total Returns (As of July 31, 2017) -------------------------------------------------------------------------------- Bloomberg Barclays Net U.S. MSCI Asset Aggregate World Value Bond ND Period (NAV) Index Index -------------------------------------------------------------------------------- 10 years 2.68% 4.44% 4.45% 5 years 4.27 2.02 11.63 1 year 3.93 -0.51 16.12 -------------------------------------------------------------------------------- Expense Ratio (Per prospectus dated December 1, 2016) -------------------------------------------------------------------------------- Gross Net -------------------------------------------------------------------------------- 1.43% 1.26% --------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $5 Million Investment
Bloomberg Barclays Pioneer Solutions - U.S. Aggregate MSCI World Conservative Fund Bond Index ND Index 7/07 $5,000,000 $5,000,000 $5,000,000 7/08 $4,828,800 $5,307,515 $4,455,757 7/09 $4,313,841 $5,723,910 $3,492,865 7/10 $4,826,761 $6,233,900 $3,836,353 7/11 $5,269,643 $6,510,432 $4,547,525 7/12 $5,287,353 $6,982,710 $4,457,336 7/13 $5,710,597 $6,849,690 $5,493,099 7/14 $6,100,832 $7,121,584 $6,369,957 7/15 $6,211,062 $7,322,692 $6,683,740 7/16 $6,270,158 $7,757,296 $6,653,070 7/17 $6,516,865 $7,717,380 $7,725,450
Call 1-800-225-6292 or visit www.amundipioneer.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. Class Y shares are not subject to sales charges and are available for limited groups of eligible investors, including institutional investors. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Performance results shown reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds. Certain fee waivers are contractual through a specified period. Otherwise, fee waivers can be rescinded at any time. See the prospectus and financial statements for more information. The net expense ratio reflects the contractual expense limitation currently in effect through December 1, 2018, for Class Y shares. There can be no assurance that Amundi Pioneer will extend the expense limitation beyond such time. Please see the prospectus for more information. Please see the financial highlights for more recent expense ratios. Expense ratios in the financial highlights, unlike those shown in the prospectus, do not reflect acquired fund fees and expenses. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. Effective November 17, 2014, Amundi Pioneer became directly responsible for portfolio management of the Fund. The performance shown for periods prior to November 17, 2014, reflects the investment strategies employed during those periods. 26 Pioneer Solutions Funds | Annual Report | 7/31/17 Portfolio Summary | 7/31/17 Pioneer Solutions - Balanced Fund Asset Allocations -------------------------------------------------------------------------------- [THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Fixed Income 42.3% International Equity 35.1% U.S. Equity 18.3% U.S. Government and Agency Obligation 2.2% Sovereign Debt Obligation 2.1%
Actual Portfolio Holdings (based on total portfolio)* --------------------------------------------------------------------------------
U.S. Stocks -------------------------------------------------------------------------------- Pioneer Disciplined Value Fund Class Y 5.18% -------------------------------------------------------------------------------- Pioneer Mid Cap Value Fund Class K 3.59 -------------------------------------------------------------------------------- Pioneer Fund Class Y 2.61 -------------------------------------------------------------------------------- Pioneer Core Equity Fund Class Y 2.48 -------------------------------------------------------------------------------- Pioneer Fundamental Growth Fund Class K 2.39 -------------------------------------------------------------------------------- AMG Managers Fairpointe Mid Cap Fund Class I 2.04 -------------------------------------------------------------------------------- International Stocks -------------------------------------------------------------------------------- Pioneer International Equity Fund Class Y 16.98% -------------------------------------------------------------------------------- Pioneer Global Equity Fund Class K 10.50 -------------------------------------------------------------------------------- T. Rowe Price International Funds - European Stock Fund 2.09 -------------------------------------------------------------------------------- iShares MSCI China ETF 1.82 -------------------------------------------------------------------------------- iShares MSCI South Korea Capped ETF 1.60 -------------------------------------------------------------------------------- iShares MSCI Canada ETF 1.56 -------------------------------------------------------------------------------- iShares Core MSCI Emerging Markets ETF 0.55 -------------------------------------------------------------------------------- Bonds -------------------------------------------------------------------------------- Pioneer Strategic Income Fund Class K 13.70% -------------------------------------------------------------------------------- Pioneer Bond Fund Class K 9.08 -------------------------------------------------------------------------------- Doubleline Total Return Bond Fund Class I 4.88 -------------------------------------------------------------------------------- Western Asset Core Plus Bond Fund Class IS 4.03 -------------------------------------------------------------------------------- MFS Total Return Bond Fund Class I 3.96 -------------------------------------------------------------------------------- Pioneer Dynamic Credit Fund Class Y 2.91 -------------------------------------------------------------------------------- Columbia Contrarian Core Fund Class Y 1.99 -------------------------------------------------------------------------------- Pioneer Global High Yield Fund Class Y 1.73 -------------------------------------------------------------------------------- Pioneer High Yield Fund Class Y 0.00+ -------------------------------------------------------------------------------- U.S. Government and Agency Obligation -------------------------------------------------------------------------------- U.S. Treasury Inflation Indexed Note 2.22% -------------------------------------------------------------------------------- Sovereign Debt Obligation -------------------------------------------------------------------------------- Japanese Government CPI Linked Bond 2.11% --------------------------------------------------------------------------------
+ Amount rounds to less than 0.1%. * This list excludes temporary cash investments and derivative instruments. The portfolio is actively managed, and current holdings may be different. The holdings listed should not be considered recommendations to buy or sell any security listed. Pioneer Solutions Funds | Annual Report | 7/31/17 27 Performance Update | 7/31/17 Class A Shares Pioneer Solutions - Balanced Fund Investment Returns -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Class A shares of Pioneer Solutions - Balanced Fund at public offering price during the periods shown, compared to that of the MSCI World ND Index and the Bloomberg Barclays U.S. Aggregate Bond Index.
Average Annual Total Returns (As of July 31, 2017) -------------------------------------------------------------------------------- Bloomberg Barclays Net Public U.S. MSCI Asset Offering Aggregate World Value Price Bond ND Period (NAV) (POP) Index Index -------------------------------------------------------------------------------- 10 years 3.66% 3.05% 4.44% 4.45% 5 years 6.46 5.20 2.02 11.63 1 year 7.04 0.90 -0.51 16.12 -------------------------------------------------------------------------------- Expense Ratio (Per prospectus dated December 1, 2016) -------------------------------------------------------------------------------- Gross -------------------------------------------------------------------------------- 1.39% --------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment
Bloomberg Barclays Pioneer Solutions - U.S. Aggregate MSCI World Balanced Fund Bond Index ND Index 7/07 $ 9,425 $10,000 $10,000 7/08 $ 8,723 $10,615 $ 8,912 7/09 $ 7,746 $11,448 $ 6,986 7/10 $ 8,773 $12,468 $ 7,673 7/11 $ 9,906 $13,021 $ 9,095 7/12 $ 9,878 $13,965 $ 8,915 7/13 $11,293 $13,699 $10,986 7/14 $12,476 $14,243 $12,740 7/15 $12,892 $14,645 $13,367 7/16 $12,620 $15,515 $13,306 7/17 $13,508 $15,435 $15,451
Call 1-800-225-6292 or visit www.amundipioneer.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. NAV results represent the percent change in net asset value per share. Returns would have been lower had sales charges been reflected. POP returns reflect deduction of the maximum 5.75% sales charge. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Performance results shown reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds. Certain fee waivers are contractual through a specified period. Otherwise, fee waivers can be rescinded at any time. See the prospectus and financial statements for more information. Please see the financial highlights for more recent expense ratios. Expense ratios in the financial highlights, unlike those shown in the prospectus, do not reflect acquired fund fees and expenses. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. Effective November 17, 2014, Amundi Pioneer became directly responsible for portfolio management of the Fund. The performance shown for periods prior to November 17, 2014, reflects the investment strategies employed during those periods. 28 Pioneer Solutions Funds | Annual Report | 7/31/17 Performance Update | 7/31/17 Class C Shares Pioneer Solutions - Balanced Fund Investment Returns -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Class C shares of Pioneer Solutions - Balanced Fund during the periods shown, compared to that of the MSCI World ND Index and the Bloomberg Barclays U.S. Aggregate Bond Index.
Average Annual Total Returns (As of July 31, 2017) -------------------------------------------------------------------------------- Bloomberg Barclays U.S. MSCI Aggregate World If If Bond ND Period Held Redeemed Index Index -------------------------------------------------------------------------------- 10 years 2.91% 2.91% 4.44% 4.45% 5 years 5.72 5.72 2.02 11.63 1 year 6.26 6.26 -0.51 16.12 -------------------------------------------------------------------------------- Expense Ratio (Per prospectus dated December 1, 2016) -------------------------------------------------------------------------------- Gross -------------------------------------------------------------------------------- 2.09% --------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment
Bloomberg Barclays Pioneer Solutions - U.S. Aggregate MSCI World Balanced Fund Bond Index ND Index 7/07 $10,000 $10,000 $10,000 7/08 $ 9,181 $10,615 $ 8,912 7/09 $ 8,093 $11,448 $ 6,986 7/10 $ 9,100 $12,468 $ 7,673 7/11 $10,202 $13,021 $ 9,095 7/12 $10,092 $13,965 $ 8,915 7/13 $11,461 $13,699 $10,986 7/14 $12,573 $14,243 $12,740 7/15 $12,905 $14,645 $13,367 7/16 $12,543 $15,515 $13,306 7/17 $13,328 $15,435 $15,451
Call 1-800-225-6292 or visit www.amundipioneer.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. Class C shares held for less than one year are also subject to a 1% contingent deferred sales charge (CDSC). "If Held" results represent the percent change in net asset value per share. Returns would have been lower had sales charges been reflected. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Performance results shown reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds. Certain fee waivers are contractual through a specified period. Otherwise, fee waivers can be rescinded at any time. See the prospectus and financial statements for more information. Please see the financial highlights for more recent expense ratios. Expense ratios in the financial highlights, unlike those shown in the prospectus, do not reflect acquired fund fees and expenses. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. Effective November 17, 2014, Amundi Pioneer became directly responsible for portfolio management of the Fund. The performance shown for periods prior to November 17, 2014, reflects the investment strategies employed during those periods. Pioneer Solutions Funds | Annual Report | 7/31/17 29 Performance Update | 7/31/17 Class R Shares Pioneer Solutions - Balanced Fund Investment Returns -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Class R shares of Pioneer Solutions - Balanced Fund during the periods shown, compared to that of the MSCI World ND Index and the Bloomberg Barclays U.S. Aggregate Bond Index.
Average Annual Total Returns (As of July 31, 2017) -------------------------------------------------------------------------------- Bloomberg Barclays Net U.S. MSCI Asset Aggregate World Value Bond ND Period (NAV) Index Index -------------------------------------------------------------------------------- 10 years 3.62% 4.44% 4.45% 5 years 6.38 2.02 11.63 1 year 6.89 -0.51 16.12 -------------------------------------------------------------------------------- Expense Ratio (Per prospectus dated December 1, 2016) -------------------------------------------------------------------------------- Gross Net -------------------------------------------------------------------------------- 2.30% 1.62% --------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment
Bloomberg Barclays Pioneer Solutions - U.S. Aggregate MSCI World Balanced Fund Bond Index ND Index 7/07 $10,000 $10,000 $10,000 7/08 $ 9,253 $10,615 $ 8,912 7/09 $ 8,217 $11,448 $ 6,986 7/10 $ 9,306 $12,468 $ 7,673 7/11 $10,508 $13,021 $ 9,095 7/12 $10,479 $13,965 $ 8,915 7/13 $11,979 $13,699 $10,986 7/14 $13,235 $14,243 $12,740 7/15 $13,676 $14,645 $13,367 7/16 $13,355 $15,515 $13,306 7/17 $14,275 $15,435 $15,451
Call 1-800-225-6292 or visit www.amundipioneer.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. The performance shown for Class R shares for the period prior to the commencement of operations of Class R shares on July 1, 2015, is the net asset value performance of the Fund's Class A shares, which has not been restated to reflect any differences in expenses, including Rule 12b-1 fees applicable to Class A shares. Since fees for Class A shares generally are higher than those of Class R shares, the performance of Class R shares prior to their inception would have been higher than the performance shown. For the period beginning July 1, 2015, the actual performance of Class R shares is reflected. Class R shares are not subject to sales charges and are available for limited groups of eligible investors, including institutional investors. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Performance results reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds. Certain fee waivers are contractual through a specified period. Otherwise, fee waivers can be rescinded at any time. See the prospectus and financial statements for more information. The net expense ratio reflects the contractual expense limitation currently in effect through December 1, 2018, for Class R shares. There can be no assurance that Amundi Pioneer will extend the expense limitation beyond such time. Please see the prospectus and financial statements for more information. Please see the financial highlights for more recent expense ratios. Expense ratios in the financial highlights, unlike those shown in the prospectus, do not reflect acquired fund fees and expenses. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. Effective November 17, 2014, Amundi Pioneer became directly responsible for portfolio management of the Fund. The performance shown for periods prior to November 17, 2014, reflects the investment strategies employed during those periods. 30 Pioneer Solutions Funds | Annual Report | 7/31/17 Performance Update | 7/31/17 Class Y Shares Pioneer Solutions - Balanced Fund Investment Returns -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $5 million investment made in Class Y shares of Pioneer Solutions - Balanced Fund during the periods shown, compared to that of the MSCI World ND Index and the Bloomberg Barclays U.S. Aggregate Bond Index.
Average Annual Total Returns (As of July 31, 2017) -------------------------------------------------------------------------------- Bloomberg Barclays Net U.S. MSCI Asset Aggregate World Value Bond ND Period (NAV) Index Index -------------------------------------------------------------------------------- 10 years 4.08% 4.44% 4.45% 5 years 6.74 2.02 11.63 1 year 7.33 -0.51 16.12 -------------------------------------------------------------------------------- Expense Ratio (Per prospectus dated December 1, 2016) -------------------------------------------------------------------------------- Gross -------------------------------------------------------------------------------- 1.12% --------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $5 Million Investment
Bloomberg Barclays Pioneer Solutions - U.S. Aggregate MSCI World Balanced Fund Bond Index ND Index 7/07 $5,000,000 $5,000,000 $5,000,000 7/08 $4,645,126 $5,307,515 $4,455,757 7/09 $4,176,278 $5,723,910 $3,492,865 7/10 $4,750,547 $6,233,900 $3,836,353 7/11 $5,385,668 $6,510,432 $4,547,525 7/12 $5,385,588 $6,982,710 $4,457,336 7/13 $6,176,096 $6,849,690 $5,493,099 7/14 $6,835,997 $7,121,584 $6,369,957 7/15 $7,083,915 $7,322,692 $6,683,740 7/16 $6,952,554 $7,757,296 $6,653,070 7/17 $7,461,844 $7,717,380 $7,725,450
Call 1-800-225-6292 or visit www.amundipioneer.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. Class Y shares are not subject to sales charges and are available for limited groups of eligible investors, including institutional investors. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Performance results shown reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds. Certain fee waivers are contractual through a specified period. Otherwise, fee waivers can be rescinded at any time. See the prospectus and financial statements for more information. Please see the financial highlights for more recent expense ratios. Expense ratios in the financial highlights, unlike those shown in the prospectus, do not reflect acquired fund fees and expenses. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. Effective November 17, 2014, Amundi Pioneer became directly responsible for portfolio management of the Fund. The performance shown for periods prior to November 17, 2014, reflects the investment strategies employed during those periods. Pioneer Solutions Funds | Annual Report | 7/31/17 31 Portfolio Summary | 7/31/17 Pioneer Solutions - Growth Fund Asset Allocations -------------------------------------------------------------------------------- [THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
International Equity 46.8% U.S. Equity 34.1% Fixed Income 14.9% U.S. Government and Agency Obligation 2.2% Sovereign Debt Obligation 1.9% Purchased Put Options 0.1%
Actual Portfolio Holdings (based on total portfolio)* --------------------------------------------------------------------------------
U.S. Stocks -------------------------------------------------------------------------------- Pioneer Disciplined Value Fund Class Y 8.97% -------------------------------------------------------------------------------- Pioneer Mid Cap Value Fund Class K 5.86 -------------------------------------------------------------------------------- Pioneer Fund Class Y 4.96 -------------------------------------------------------------------------------- Pioneer Fundamental Growth Fund Class K 4.63 -------------------------------------------------------------------------------- Pioneer Core Equity Fund Class Y 4.22 -------------------------------------------------------------------------------- AMG Managers Fairpointe Mid Cap Fund Class I 2.87 -------------------------------------------------------------------------------- Oak Ridge Small Cap Growth Fund Class K 2.59 -------------------------------------------------------------------------------- International Stocks -------------------------------------------------------------------------------- Pioneer International Equity Fund Class Y 18.08% -------------------------------------------------------------------------------- Pioneer Global Equity Fund Class K 12.25 -------------------------------------------------------------------------------- JPMorgan Intrepid European Fund Class L 3.95 -------------------------------------------------------------------------------- T. Rowe Price International Funds - European Stock Fund 3.43 -------------------------------------------------------------------------------- iShares MSCI China ETF 2.39 -------------------------------------------------------------------------------- iShares MSCI Canada ETF 2.20 -------------------------------------------------------------------------------- iShares MSCI South Korea Capped ETF 2.14 -------------------------------------------------------------------------------- JOHCM Asia Ex-Japan Equity Fund Class IS 1.58 -------------------------------------------------------------------------------- iShares Core MSCI Emerging Markets ETF 0.72 -------------------------------------------------------------------------------- Bonds -------------------------------------------------------------------------------- Pioneer Bond Fund Class K 6.17% -------------------------------------------------------------------------------- Columbia Contrarian Core Fund Class Y 3.47 -------------------------------------------------------------------------------- Pioneer Strategic Income Fund Class K 3.15 -------------------------------------------------------------------------------- Doubleline Total Return Bond Fund Class I 1.15 -------------------------------------------------------------------------------- Pioneer Global Multisector Income Fund Class Y 0.95 -------------------------------------------------------------------------------- U.S. Government and Agency Obligation -------------------------------------------------------------------------------- U.S. Treasury Inflation Indexed Note 2.23% -------------------------------------------------------------------------------- Sovereign Debt Obligation -------------------------------------------------------------------------------- Japanese Government CPI Linked Bond 1.93% -------------------------------------------------------------------------------- Purchased Put Option -------------------------------------------------------------------------------- Russell 2000 Index 0.11% --------------------------------------------------------------------------------
* This list excludes temporary cash investments and derivative instruments. The portfolio is actively managed, and current holdings may be different. The holdings listed should not be considered recommendations to buy or sell any security listed. 32 Pioneer Solutions Funds | Annual Report | 7/31/17 Performance Update | 7/31/17 Class A Shares Pioneer Solutions - Growth Fund Investment Returns -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Class A shares of Pioneer Solutions - Growth Fund at public offering price during the periods shown, compared to that of the MSCI World ND Index and the Bloomberg Barclays U.S. Aggregate Bond Index.
Average Annual Total Returns (As of July 31, 2017) -------------------------------------------------------------------------------- Bloomberg Barclays Net Public U.S. MSCI Asset Offering Aggregate World Value Price Bond ND Period (NAV) (POP) Index Index -------------------------------------------------------------------------------- 10 years 3.79% 3.17% 4.44% 4.45% 5 years 8.08 6.80 2.02 11.63 1 year 11.30 4.94 -0.51 16.12 -------------------------------------------------------------------------------- Expense Ratio (Per prospectus dated December 1, 2016) -------------------------------------------------------------------------------- Gross -------------------------------------------------------------------------------- 1.40% --------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment
Bloomberg Barclays Pioneer Solutions - U.S. Aggregate MSCI World Growth Fund Bond Index ND Index 7/07 $ 9,425 $10,000 $10,000 7/08 $ 8,494 $10,615 $ 8,912 7/09 $ 7,179 $11,448 $ 6,986 7/10 $ 8,176 $12,468 $ 7,673 7/11 $ 9,390 $13,021 $ 9,095 7/12 $ 9,267 $13,965 $ 8,915 7/13 $10,787 $13,699 $10,986 7/14 $12,077 $14,243 $12,740 7/15 $12,690 $14,645 $13,367 7/16 $12,280 $15,515 $13,306 7/17 $13,668 $15,435 $15,451
Call 1-800-225-6292 or visit www.amundipioneer.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. NAV results represent the percent change in net asset value per share. Returns would have been lower had sales charges been reflected. POP returns reflect deduction of the maximum 5.75% sales charge. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Performance results shown reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds. Certain fee waivers are contractual through a specified period. Otherwise, fee waivers can be rescinded at any time. See the prospectus and financial statements for more information. Please see the financial highlights for more recent expense ratios. Expense ratios in the financial highlights, unlike those shown in the prospectus, do not reflect acquired fund fees and expenses. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. Effective November 17, 2014, Amundi Pioneer became directly responsible for portfolio management of the Fund. The performance shown for periods prior to November 17, 2014, reflects the investment strategies employed during those periods. Pioneer Solutions Funds | Annual Report | 7/31/17 33 Performance Update | 7/31/17 Class C Shares Pioneer Solutions - Growth Fund Investment Returns -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Class C shares of Pioneer Solutions - Growth Fund during the periods shown, compared to that of the MSCI World ND Index and the Bloomberg Barclays U.S. Aggregate Bond Index.
Average Annual Total Returns (As of July 31, 2017) -------------------------------------------------------------------------------- Bloomberg Barclays U.S. MSCI Aggregate World If If Bond ND Period Held Redeemed Index Index -------------------------------------------------------------------------------- 10 years 3.08% 3.08% 4.44% 4.45% 5 years 7.33 7.33 2.02 11.63 1 year 10.58 10.58 -0.51 16.12 -------------------------------------------------------------------------------- Expense Ratio (Per prospectus dated December 1, 2016) -------------------------------------------------------------------------------- Gross -------------------------------------------------------------------------------- 2.10% --------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment
Bloomberg Barclays Pioneer Solutions - U.S. Aggregate MSCI World Growth Fund Bond Index ND Index 7/07 $10,000 $10,000 $10,000 7/08 $ 8,957 $10,615 $ 8,912 7/09 $ 7,516 $11,448 $ 6,986 7/10 $ 8,499 $12,468 $ 7,673 7/11 $ 9,698 $13,021 $ 9,095 7/12 $ 9,512 $13,965 $ 8,915 7/13 $10,995 $13,699 $10,986 7/14 $12,214 $14,243 $12,740 7/15 $12,747 $14,645 $13,367 7/16 $12,251 $15,515 $13,306 7/17 $13,537 $15,435 $15,451
Call 1-800-225-6292 or visit www.amundipioneer.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. Class C shares held for less than one year are also subject to a 1% contingent deferred sales charge (CDSC). "If Held" results represent the percent change in net asset value per share. Returns would have been lower had sales charges been reflected. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Performance results shown reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds. Certain fee waivers are contractual through a specified period. Otherwise, fee waivers can be rescinded at any time. See the prospectus and financial statements for more information. Please see the financial highlights for more recent expense ratios. Expense ratios in the financial highlights, unlike those shown in the prospectus, do not reflect acquired fund fees and expenses. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. Effective November 17, 2014, Amundi Pioneer became directly responsible for portfolio management of the Fund. The performance shown for periods prior to November 17, 2014, reflects the investment strategies employed during those periods. 34 Pioneer Solutions Funds | Annual Report | 7/31/17 Performance Update | 7/31/17 Class R Shares Pioneer Solutions - Growth Fund Investment Returns -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Class R shares of Pioneer Solutions - Growth Fund during the periods shown, compared to that of the MSCI World ND Index and the Bloomberg Barclays U.S. Aggregate Bond Index.
Average Annual Total Returns (As of July 31, 2017) -------------------------------------------------------------------------------- Bloomberg Barclays Net U.S. MSCI Asset Aggregate World Value Bond ND Period (NAV) Index Index -------------------------------------------------------------------------------- 10 years 3.73% 4.44% 4.45% 5 years 7.96 2.02 11.63 1 year 10.97 -0.51 16.12 -------------------------------------------------------------------------------- Expense Ratio (Per prospectus dated December 1, 2016) -------------------------------------------------------------------------------- Gross Net -------------------------------------------------------------------------------- 1.97% 1.65% --------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment
Bloomberg Barclays Pioneer Solutions - U.S. Aggregate MSCI World Growth Fund Bond Index ND Index 7/07 $10,000 $10,000 $10,000 7/08 $ 9,012 $10,615 $ 8,912 7/09 $ 7,616 $11,448 $ 6,986 7/10 $ 8,674 $12,468 $ 7,673 7/11 $ 9,962 $13,021 $ 9,095 7/12 $ 9,832 $13,965 $ 8,915 7/13 $11,444 $13,699 $10,986 7/14 $12,812 $14,243 $12,740 7/15 $13,462 $14,645 $13,367 7/16 $12,996 $15,515 $13,306 7/17 $14,422 $15,435 $15,451
Call 1-800-225-6292 or visit www.amundipioneer.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. The performance shown for Class R shares for the period prior to the commencement of operations of Class R shares on July 1, 2015, is the net asset value performance of the Fund's Class A shares, which has not been restated to reflect any differences in expenses, including Rule 12b-1 fees applicable to Class A shares. Since fees for Class A shares generally are higher than those of Class R shares, the performance of Class R shares prior to their inception would have been higher than the performance shown. For the period beginning July 1, 2015, the actual performance of Class R shares is reflected. Class R shares are not subject to sales charges and are available for limited groups of eligible investors, including institutional investors. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Performance results reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds. Certain fee waivers are contractual through a specified period. Otherwise, fee waivers can be rescinded at any time. See the prospectus and financial statements for more information. The net expense ratio reflects the contractual expense limitation currently in effect through December 1, 2018, for Class R shares. There can be no assurance that Amundi Pioneer will extend the expense limitation beyond such time. Please see the prospectus and financial statements for more information. Please see the financial highlights for more recent expense ratios. Expense ratios in the financial highlights, unlike those shown in the prospectus, do not reflect acquired fund fees and expenses. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. Effective November 17, 2014, Amundi Pioneer became directly responsible for portfolio management of the Fund. The performance shown for periods prior to November 17, 2014, reflects the investment strategies employed during those periods. Pioneer Solutions Funds | Annual Report | 7/31/17 35 Performance Update | 7/31/17 Class Y Shares Pioneer Solutions - Growth Fund Investment Returns -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $5 million investment made in Class Y shares of Pioneer Solutions - Growth Fund during the periods shown, compared to that of the MSCI World ND Index and the Bloomberg Barclays U.S. Aggregate Bond Index.
Average Annual Total Returns (As of July 31, 2017) -------------------------------------------------------------------------------- Bloomberg Barclays Net U.S. MSCI Asset Aggregate World Value Bond ND Period (NAV) Index Index -------------------------------------------------------------------------------- 10 years 4.22% 4.44% 4.45% 5 years 8.35 2.02 11.63 1 year 11.56 -0.51 16.12 -------------------------------------------------------------------------------- Expense Ratio (Per prospectus dated December 1, 2016) -------------------------------------------------------------------------------- Gross -------------------------------------------------------------------------------- 1.12% --------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $5 Million Investment
Bloomberg Barclays Pioneer Solutions - U.S. Aggregate MSCI World Growth Fund Bond Index ND Index 7/07 $5,000,000 $5,000,000 $5,000,000 7/08 $4,547,550 $5,307,515 $4,455,757 7/09 $3,925,264 $5,723,910 $3,492,865 7/10 $4,487,578 $6,233,900 $3,836,353 7/11 $5,178,245 $6,510,432 $4,547,525 7/12 $5,060,202 $6,982,710 $4,457,336 7/13 $5,905,167 $6,849,690 $5,493,099 7/14 $6,628,588 $7,121,584 $6,369,957 7/15 $6,979,751 $7,322,692 $6,683,740 7/16 $6,773,270 $7,757,296 $6,653,070 7/17 $7,556,102 $7,717,380 $7,725,450
Call 1-800-225-6292 or visit www.amundipioneer.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. Class Y shares are not subject to sales charges and are available for limited groups of eligible investors, including institutional investors. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Performance results shown reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds. Certain fee waivers are contractual through a specified period. Otherwise, fee waivers can be rescinded at any time. See the prospectus and financial statements for more information. Please see the financial highlights for more recent expense ratios. Expense ratios in the financial highlights, unlike those shown in the prospectus, do not reflect acquired fund fees and expenses. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. Effective November 17, 2014, Amundi Pioneer became directly responsible for portfolio management of the Fund. The performance shown for periods prior to November 17, 2014, reflects the investment strategies employed during those periods. 36 Pioneer Solutions Funds | Annual Report | 7/31/17 Schedule of Investments | 7/31/17 Pioneer Solutions - Conservative Fund
------------------------------------------------------------------------------------------------ Shares Value ------------------------------------------------------------------------------------------------ MUTUAL FUNDS -- 94.4% UNAFFILIATED FUNDS -- 24.4% 10,871 AMG Managers Fairpointe Mid Cap Fund Class I $ 478,975 18,506 Columbia Contrarian Core Fund Class Y 479,490 221,619 Doubleline Total Return Bond Fund Class I 2,371,323 3,802 iShares Core MSCI Emerging Markets ETF 200,708 12,179 iShares MSCI Canada ETF 339,794 11,588 iShares MSCI China ETF 688,443 8,603 iShares MSCI South Korea Capped ETF 599,629 11,820 JOHCM Asia Ex-Japan Equity Fund Class IS 145,384 245,938 Metropolitan West Total Return Bond Fund Class I 2,624,158 250,261 MFS Total Return Bond Fund Class I 2,690,306 9,076 Oak Ridge Small Cap Growth Fund Class K 330,276 13,929 T. Rowe Price International Funds -- European Stock Fund 282,062 230,893 Western Asset Core Plus Bond Fund Class IS 2,738,391 ------------------------------------------------------------------------------------------------ TOTAL INVESTMENTS IN UNAFFILIATED FUNDS (Cost $13,609,176) $ 13,968,939 ------------------------------------------------------------------------------------------------ AFFILIATED FUNDS* -- 70.0% 1,587,722 Pioneer Bond Fund Class K $ 15,448,535 28,841 Pioneer Core Equity Fund Class Y 589,798 62,800 Pioneer Disciplined Value Fund Class Y 1,066,972 44,418 Pioneer Dynamic Credit Fund Class Y 423,748 26,170 Pioneer Floating Rate Fund Class K 178,218 18,199 Pioneer Fund Class Y 588,738 24,917 Pioneer Fundamental Growth Fund Class K 552,659 165,382 Pioneer Global Equity Fund Class K 2,596,497 17,231 Pioneer Global High Yield Fund Class Y 153,703 12,638 Pioneer High Yield Fund Class Y 124,233 100,030 Pioneer International Equity Fund Class Y 2,336,709 29,925 Pioneer Mid Cap Value Fund Class K 759,197 1,411,045 Pioneer Strategic Income Fund Class K 15,309,838 ------------------------------------------------------------------------------------------------ TOTAL INVESTMENTS IN AFFILIATED FUNDS (Cost $38,551,471) $ 40,128,845 ------------------------------------------------------------------------------------------------ TOTAL MUTUAL FUNDS (Cost $52,160,647) $ 54,097,784 ------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------ Principal Amount ($) ------------------------------------------------------------------------------------------------ U.S. GOVERNMENT AND AGENCY OBLIGATION -- 2.2% 1,265,817 U.S. Treasury Inflation Indexed Note, 0.375%, 1/15/27 $ 1,249,164 ------------------------------------------------------------------------------------------------ TOTAL U.S. GOVERNMENT AND AGENCY OBLIGATION (Cost $1,245,296) $ 1,249,164 ------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements. Pioneer Solutions Funds | Annual Report | 7/31/17 37 Schedule of Investments | 7/31/17 Pioneer Solutions - Conservative Fund (continued)
------------------------------------------------------------------------------------------------ Principal Amount ($) Value ------------------------------------------------------------------------------------------------ SOVEREIGN DEBT OBLIGATION -- 2.0% 121,069,342 JPY Japanese Government CPI Linked Bond, 0.10%, 3/10/25 $ 1,137,719 ------------------------------------------------------------------------------------------------ TOTAL SOVEREIGN DEBT OBLIGATION (Cost $1,174,767) $ 1,137,719 ------------------------------------------------------------------------------------------------ TOTAL INVESTMENTS IN SECURITIES -- 98.6% (Cost $54,580,710) (a) $ 56,484,667 ------------------------------------------------------------------------------------------------ OTHER ASSETS AND LIABILITIES -- 1.4% $ 813,612 ------------------------------------------------------------------------------------------------ NET ASSETS -- 100.0% $ 57,298,279 ================================================================================================
* Affiliated funds managed by Amundi Pioneer Asset Management, Inc., formerly Pioneer Investment Management, Inc. (the Adviser). (a) At July 31, 2017, the net unrealized appreciation on investments based on cost for federal tax purposes of $54,721,208 was as follows:
Aggregate gross unrealized appreciation for all investments in which there is an excess of value over tax cost $ 2,115,418 Aggregate gross unrealized depreciation for all investments in which there is an excess of tax cost over value (351,959) ----------- Net unrealized appreciation $ 1,763,459 ===========
Purchases and sales of securities (excluding temporary cash investments) for the year ended July 31, 2017 were as follows:
------------------------------------------------------------------------------------- Purchases Sales ------------------------------------------------------------------------------------- Long-Term U.S. Government $ 1,244,682 $ 1,514,793 Other Long-Term Securities $ 16,874,127 $ 22,695,697
The Fund is permitted to engage in purchase and sale transactions ("cross trades") with certain funds and accounts for which the Adviser serves as the investment adviser, as set forth in Rule 17a-7 under the Investment Company Act of 1940, pursuant to procedures adopted by the Board of Trustees. Under these procedures, cross trades are effected at current market prices. During the year ended July 31, 2017, the Fund did not engage in cross trade activity. The accompanying notes are an integral part of these financial statements. 38 Pioneer Solutions Funds | Annual Report | 7/31/17 CENTRALLY CLEARED INTEREST RATE SWAP AGREEMENTS
-------------------------------------------------------------------------------------------------------- Net Annual Unrealized Notional Pay/ Floating Fixed Expiration Appreciation Principal ($) Exchange Receive Rate Rate Date (Depreciation) -------------------------------------------------------------------------------------------------------- EUR 323,000 London Pay EURIBOR 0.817% 5/29/27 $ (3,014) Clearing House 6 Month EUR 1,880,905 London Pay EURIBOR 0.941% 7/27/27 (895) Clearing House 6 Month EUR 1,317,630 London Pay EURIBOR 2.056% 2/16/32 (11,779) Clearing House 6 Month EUR 1,281,923 London Pay EURIBOR 1.891% 3/1/32 (22,482) Clearing House 6 Month GBP 1,173,744 London Receive LIBOR GBP 2.020% 2/16/32 (1,343) Clearing House 6 Month GBP 565,000 London Receive LIBOR GBP 1.838% 3/1/32 5,101 Clearing House 6 Month GBP 564,532 London Receive LIBOR GBP 1.843% 3/1/32 4,939 Clearing House 6 Month SEK 18,014,576 London Receive STIBOR SEK 1.245% 7/27/27 9,187 Clearing House 3 Month ------------------------------------------------------------------------------------------------------- $ (20,286) =======================================================================================================
INTEREST RATE SWAP AGREEMENT
-------------------------------------------------------------------------------------------------------- Annual Notional Pay/ Floating Fixed Expiration Unrealized Principal ($) Counterparty Receive Rate Rate Date (Depreciation) -------------------------------------------------------------------------------------------------------- EUR 281,000 UBS AG Pay EMMI EURO 0.332% 5/9/26 $ (7,009) OverNight Index Average ========================================================================================================
NOTE: Principal amounts are denominated in U.S. Dollars unless otherwise noted: EUR Euro GBP Great British Pound JPY Japanese Yen SEK Swedish Krone EMMI European Money Markets Institute. Various inputs are used in determining the value of the Fund's investments. These inputs are summarized in the three broad levels below. Level 1 - quoted prices in active markets for identical securities. Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.). See Notes to Financial Statements -- Note 1A. Level 3 - significant unobservable inputs (including the Fund's own assumptions in determining fair value of investments). See Notes to Financial Statements -- Note 1A. The accompanying notes are an integral part of these financial statements. Pioneer Solutions Funds | Annual Report | 7/31/17 39 Schedule of Investments | 7/31/17 Pioneer Solutions - Conservative Fund (continued) The following is a summary of the inputs used as of July 31, 2017, in valuing the Fund's assets:
--------------------------------------------------------------------------------------------------------- Level 1 Level 2 Level 3 Total --------------------------------------------------------------------------------------------------------- Mutual Funds $ 54,097,784 $ -- $ -- $ 54,097,784 U.S. Government and Agency Obligation -- 1,249,164 -- 1,249,164 Sovereign Debt Obligation -- 1,137,719 -- 1,137,719 --------------------------------------------------------------------------------------------------------- Total $ 54,097,784 $ 2,386,883 $ -- $ 56,484,667 ========================================================================================================= Other Financial Instruments Unrealized Appreciation on Futures Contracts $ 106,420 $ -- $ -- $ 106,420 Unrealized Depreciation on Futures Contracts (161,170) -- -- (161,170) Unrealized Appreciation on Forward Foreign Currency Contracts -- 202,476 -- 202,476 Unrealized Depreciation on Forward Foreign Currency Contracts -- (259,470) -- (259,470) Unrealized Appreciation on Centrally Cleared Interest Rate Swap Agreements -- 19,227 -- 19,227 Unrealized Depreciation on Centrally Cleared Interest Rate Swap Agreements -- (39,513) -- (39,513) Unrealized Depreciation on Interest Rate Swap Agreement -- (7,009) -- (7,009) --------------------------------------------------------------------------------------------------------- Total Other Financial Instruments $ (54,750) $ (84,289) $ -- $ (139,039) =========================================================================================================
During the year ended July 31, 2017, there were no transfers between Levels 1, 2, and 3. The accompanying notes are an integral part of these financial statements. 40 Pioneer Solutions Funds | Annual Report | 7/31/17 Schedule of Investments | 7/31/17 Pioneer Solutions - Balanced Fund
------------------------------------------------------------------------------------------------ Shares Value ------------------------------------------------------------------------------------------------ MUTUAL FUNDS -- 93.7% UNAFFILIATED FUNDS -- 24.0% 74,636 AMG Managers Fairpointe Mid Cap Fund Class I $ 3,288,456 123,725 Columbia Contrarian Core Fund Class Y 3,205,715 735,648 Doubleline Total Return Bond Fund Class I 7,871,434 16,694 iShares Core MSCI Emerging Markets ETF 881,276 89,985 iShares MSCI Canada ETF 2,510,581 49,534 iShares MSCI China ETF 2,942,815 37,046 iShares MSCI South Korea Capped ETF 2,582,106 594,024 MFS Total Return Bond Fund Class I 6,385,758 166,209 T. Rowe Price International Funds -- European Stock Fund 3,365,732 548,481 Western Asset Core Plus Bond Fund Class IS 6,504,985 ------------------------------------------------------------------------------------------------ TOTAL INVESTMENTS IN UNAFFILIATED FUNDS (Cost $38,545,360) $ 39,538,858 ------------------------------------------------------------------------------------------------ AFFILIATED FUNDS* -- 69.7% 1,505,215 Pioneer Bond Fund Class K $ 14,645,742 195,351 Pioneer Core Equity Fund Class Y 3,994,931 491,134 Pioneer Disciplined Value Fund Class Y 8,344,367 491,341 Pioneer Dynamic Credit Fund Class Y 4,687,396 130,055 Pioneer Fund Class Y 4,207,283 173,510 Pioneer Fundamental Growth Fund Class K 3,848,452 1,078,851 Pioneer Global Equity Fund Class K 16,937,961 312,079 Pioneer Global High Yield Fund Class Y 2,783,745 1 Pioneer High Yield Fund Class Y 6 1,172,294 Pioneer International Equity Fund Class Y 27,384,773 228,181 Pioneer Mid Cap Value Fund Class K 5,788,952 2,036,411 Pioneer Strategic Income Fund Class K 22,095,059 ------------------------------------------------------------------------------------------------ TOTAL INVESTMENTS IN AFFILIATED FUNDS (Cost $99,756,860) $ 114,718,667 ------------------------------------------------------------------------------------------------ TOTAL MUTUAL FUNDS (Cost $138,302,220) $ 154,257,525 ------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements. Pioneer Solutions Funds | Annual Report | 7/31/17 41 Schedule of Investments | 7/31/17 Pioneer Solutions - Balanced Fund (continued)
------------------------------------------------------------------------------------------------ Principal Amount ($) Value ------------------------------------------------------------------------------------------------ U.S. GOVERNMENT AND AGENCY OBLIGATION -- 2.2% 3,632,917 U.S. Treasury Inflation Indexed Note, 0.375%, 1/15/27 $ 3,585,123 ------------------------------------------------------------------------------------------------ TOTAL U.S. GOVERNMENT AND AGENCY OBLIGATION (Cost $3,574,021) $ 3,585,123 ------------------------------------------------------------------------------------------------ SOVEREIGN DEBT OBLIGATION -- 2.1% 361,201,906 JPY Japanese Government CPI Linked Bond, 0.10%, 3/10/25 $ 3,394,305 ------------------------------------------------------------------------------------------------ TOTAL SOVEREIGN DEBT OBLIGATION (Cost $3,504,836) $ 3,394,305 ------------------------------------------------------------------------------------------------ TOTAL INVESTMENTS IN SECURITIES -- 98.0% (Cost $145,381,077) (a) $ 161,236,953 ------------------------------------------------------------------------------------------------ OTHER ASSETS AND LIABILITIES -- 2.0% $ 3,296,829 ------------------------------------------------------------------------------------------------ NET ASSETS -- 100.0% $ 164,533,782 ================================================================================================
* Affiliated funds managed by the Adviser. (a) At July 31, 2017, the net unrealized appreciation on investments based on cost for federal tax purposes of $146,154,856 was as follows:
Aggregate gross unrealized appreciation for all investments in which there is an excess of value over tax cost $ 16,670,434 Aggregate gross unrealized depreciation for all investments in which there is an excess of tax cost over value (1,588,337) ------------- Net unrealized appreciation $ 15,082,097 =============
Purchases and sales of securities (excluding temporary cash investments) for the year ended July 31, 2017 were as follows:
------------------------------------------------------------------------------------ Purchases Sales ------------------------------------------------------------------------------------ Long-Term U.S. Government $ 3,572,259 $ 4,387,641 Other Long-Term Securities $ 42,471,568 $71,581,542
The Fund is permitted to engage in purchase and sale transactions ("cross trades") with certain funds and accounts for which the Adviser serves as the investment adviser, as set forth in Rule 17a-7 under the Investment Company Act of 1940, pursuant to procedures adopted by the Board of Trustees. Under these procedures, cross trades are effected at current market prices. During the year ended July 31, 2017, the Fund did not engage in cross trade activity. The accompanying notes are an integral part of these financial statements. 42 Pioneer Solutions Funds | Annual Report | 7/31/17 CENTRALLY CLEARED INTEREST RATE SWAP AGREEMENTS
-------------------------------------------------------------------------------------------------------- Net Annual Unrealized Notional Pay/ Floating Fixed Expiration Appreciation Principal ($) Exchange Receive Rate Rate Date (Depreciation) -------------------------------------------------------------------------------------------------------- EUR 807,000 London Pay EURIBOR 0.817% 5/29/27 $ (7,530) Clearing House 6 Month EUR 8,121,562 London Pay EURIBOR 0.941% 7/27/27 (3,864) Clearing House 6 Month EUR 3,664,773 London Pay EURIBOR 2.056% 2/16/32 (32,761) Clearing House 6 Month EUR 3,694,441 London Pay EURIBOR 1.891% 3/1/32 (64,792) Clearing House 6 Month EUR 3,532,239 London Pay EURIBOR 2.051% 3/17/32 (33,185) Clearing House 6 Month GBP 3,264,578 London Receive LIBOR GBP 2.020% 2/16/32 (3,736) Clearing House 6 Month GBP 1,630,000 London Receive LIBOR GBP 1.838% 3/1/32 14,716 Clearing House 6 Month GBP 1,625,257 London Receive LIBOR GBP 1.843% 3/1/32 14,219 Clearing House 6 Month GBP 3,184,724 London Receive LIBOR GBP 1.935% 3/17/32 11,526 Clearing House 6 Month SEK 77,785,172 London Receive STIBOR SEK 1.245% 7/27/27 39,668 Clearing House 3 Month -------------------------------------------------------------------------------------------------------- $ (65,739) ========================================================================================================
INTEREST RATE SWAP AGREEMENT
-------------------------------------------------------------------------------------------------------- Annual Notional Pay/ Floating Fixed Expiration Unrealized Principal ($) Counterparty Receive Rate Rate Date (Depreciation) -------------------------------------------------------------------------------------------------------- EUR 844,000 UBS AG Pay EMMI EURO 0.332% 5/9/26 $ (21,053) OverNight Index Average ========================================================================================================
EMMI European Money Markets Institute. NOTE: Principal amounts are denominated in U.S. Dollars unless otherwise noted: EUR Euro GBP Great British Pound JPY Japanese Yen SEK Swedish Krone Various inputs are used in determining the value of the Fund's investments. These inputs are summarized in the three broad levels below. Level 1 - quoted prices in active markets for identical securities. Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.). See Notes to Financial Statements -- Note 1A. Level 3 - significant unobservable inputs (including the Fund's own assumptions in determining fair value of investments). See Notes to Financial Statements -- Note 1A. The accompanying notes are an integral part of these financial statements. Pioneer Solutions Funds | Annual Report | 7/31/17 43 Schedule of Investments | 7/31/17 Pioneer Solutions - Balanced Fund (continued) The following is a summary of the inputs used as of July 31, 2017, in valuing the Fund's assets:
--------------------------------------------------------------------------------------------------------- Level 1 Level 2 Level 3 Total --------------------------------------------------------------------------------------------------------- Mutual Funds $ 154,257,525 $ -- $ -- $154,257,525 U.S. Government and Agency Obligation -- 3,585,123 -- 3,585,123 Sovereign Debt Obligation -- 3,394,305 -- 3,394,305 --------------------------------------------------------------------------------------------------------- Total $ 154,257,525 $ 6,979,428 $ -- $161,236,953 ========================================================================================================= Other Financial Instruments Unrealized Appreciation on Futures Contracts $ 481,846 $ -- $ -- $ 481,846 Unrealized Depreciation on Futures Contracts (504,645) -- -- (504,645) Unrealized Appreciation on Forward Foreign Currency Contracts -- 876,171 -- 876,171 Unrealized Depreciation on Forward Foreign Currency Contracts -- (1,379,203) -- (1,379,203) Unrealized Appreciation on Centrally Cleared Interest Rate Swaps Agreements -- 80,129 -- 80,129 Unrealized Depreciation on Centrally Cleared Interest Rate Swaps Agreements -- (145,868) -- (145,868) Unrealized Depreciation on Interest Rate Swap Agreement -- (21,053) -- (21,053) --------------------------------------------------------------------------------------------------------- Total Other Financial Instruments $ (22,799) $ (589,824) $ -- $ (612,623) =========================================================================================================
During the year ended July 31, 2017, there were no transfers between Levels 1, 2, and 3. The accompanying notes are an integral part of these financial statements. 44 Pioneer Solutions Funds | Annual Report | 7/31/17 Schedule of Investments | 7/31/17 Pioneer Solutions - Growth Fund
------------------------------------------------------------------------------------------------ Shares Value ------------------------------------------------------------------------------------------------ MUTUAL FUNDS -- 93.6% UNAFFILIATED FUNDS -- 25.9% 195,731 AMG Managers Fairpointe Mid Cap Fund Class I $ 8,623,921 401,463 Columbia Contrarian Core Fund Class Y 10,401,906 323,717 Doubleline Total Return Bond Fund Class I 3,463,772 40,760 iShares Core MSCI Emerging Markets ETF 2,151,720 237,003 iShares MSCI Canada ETF 6,612,384 120,827 iShares MSCI China ETF 7,178,332 92,280 iShares MSCI South Korea Capped ETF 6,431,916 386,257 JOHCM Asia Ex-Japan Equity Fund Class IS 4,750,964 441,868 JPMorgan Intrepid European Fund Class L 11,855,319 213,156 Oak Ridge Small Cap Growth Fund Class K 7,756,747 508,467 T. Rowe Price International Funds -- European Stock Fund 10,296,457 ------------------------------------------------------------------------------------------------ TOTAL INVESTMENTS IN UNAFFILIATED FUNDS (Cost $75,274,892) $ 79,523,438 ------------------------------------------------------------------------------------------------ AFFILIATED FUNDS* -- 67.7% 1,902,159 Pioneer Bond Fund Class K $ 18,508,007 619,773 Pioneer Core Equity Fund Class Y 12,674,353 1,584,109 Pioneer Disciplined Value Fund Class Y 26,914,012 459,868 Pioneer Fund Class Y 14,876,717 626,568 Pioneer Fundamental Growth Fund Class K 13,897,278 2,341,358 Pioneer Global Equity Fund Class K 36,759,321 262,268 Pioneer Global Multisector Income Fund Class Y 2,848,230 2,322,206 Pioneer International Equity Fund Class Y 54,246,741 693,486 Pioneer Mid Cap Value Fund Class K 17,593,740 870,025 Pioneer Strategic Income Fund Class K 9,439,771 ------------------------------------------------------------------------------------------------ TOTAL INVESTMENTS IN AFFILIATED FUNDS (Cost $174,807,834) $ 207,758,170 ------------------------------------------------------------------------------------------------ TOTAL MUTUAL FUNDS (Cost $250,082,726) $ 287,281,608 ------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------ Principal Amount ($) ------------------------------------------------------------------------------------------------ U.S. GOVERNMENT AND AGENCY OBLIGATION -- 2.2% 6,796,244 U.S. Treasury Inflation Indexed Note, 0.375%, 1/15/27 $ 6,706,833 ------------------------------------------------------------------------------------------------ TOTAL U.S. GOVERNMENT AND AGENCY OBLIGATION (Cost $6,686,064) $ 6,706,833 ------------------------------------------------------------------------------------------------ SOVEREIGN DEBT OBLIGATION -- 1.9% 615,878,840 JPY Japanese Government CPI Linked Bond, 0.10%, 3/10/25 $ 5,787,569 ------------------------------------------------------------------------------------------------ TOTAL SOVEREIGN DEBT OBLIGATION (Cost $5,976,033) $ 5,787,569 ------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements. Pioneer Solutions Funds | Annual Report | 7/31/17 45 Schedule of Investments | 7/31/17 Pioneer Solutions - Growth Fund (continued)
--------------------------------------------------------------------------------------------------------------- Counterparty/ Strike Expiration Contracts Description Exchange Price Date Value --------------------------------------------------------------------------------------------------------------- EXCHANGE-TRADED PUT OPTION PURCHASED -- 0.1% 169 Russell 2000 Chicago Board 1,300 12/15/17 $ 322,790 Index of Options --------------------------------------------------------------------------------------------------------------- TOTAL EXCHANGE-TRADED PUT OPTION PURCHASED (Premiums paid $1,416,651) $ 322,790 --------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENTS IN SECURITIES -- 97.8% (Cost $264,161,474) (a) $ 300,098,800 --------------------------------------------------------------------------------------------------------------- EXCHANGE-TRADED PUT OPTION WRITTEN -- (0.0)%+ (169) Russell 2000 Chicago Board 1,100 12/15/17 $ (70,980) Index of Options --------------------------------------------------------------------------------------------------------------- TOTAL EXCHANGE-TRADED PUT OPTION WRITTEN (Premiums received $(574,156)) $ (70,980) --------------------------------------------------------------------------------------------------------------- OTHER ASSETS AND LIABILITIES -- 2.2% $ 6,682,977 --------------------------------------------------------------------------------------------------------------- NET ASSETS -- 100.0% $ 306,710,797 ===============================================================================================================
* Affiliated funds managed by the Adviser. + Amount rounds to greater than (0.1)%. (a) At July 31, 2017, the net unrealized appreciation on investments based on cost for federal tax purposes of $264,883,553 was as follows:
Aggregate gross unrealized appreciation for all investments in which there is an excess of value over tax cost $ 39,884,658 Aggregate gross unrealized depreciation for all investments in which there is an excess of tax cost over value (4,669,411) ------------- Net unrealized appreciation $ 35,215,247 =============
Purchases and sales of securities (excluding temporary cash investments) for the year ended July 31, 2017 were as follows:
-------------------------------------------------------------------------------- Purchases Sales -------------------------------------------------------------------------------- Long-Term U.S. Government $ 6,682,768 $ 7,452,287 Other Long-Term Securities $70,995,915 $110,440,107
The Fund is permitted to engage in purchase and sale transactions ("cross trades") with certain funds and accounts for which the Adviser serves as the investment adviser, as set forth in Rule 17a-7 under the Investment Company Act of 1940, pursuant to procedures adopted by the Board of Trustees. Under these procedures, cross trades are effected at current market prices. During the year ended July 31, 2017, the Fund did not engage in cross trade activity. The accompanying notes are an integral part of these financial statements. 46 Pioneer Solutions Funds | Annual Report | 7/31/17 CENTRALLY CLEARED INTEREST RATE SWAP AGREEMENTS
-------------------------------------------------------------------------------------------------------- Net Annual Unrealized Notional Pay/ Floating Fixed Expiration Appreciation Principal ($) Exchange Receive Rate Rate Date (Depreciation) -------------------------------------------------------------------------------------------------------- EUR 1,452,000 London Pay EURIBOR 0.817% 5/29/27 $ (13,549) Clearing House 6 Month EUR 20,195,296 London Pay EURIBOR 0.941% 7/27/27 (9,610) Clearing House 6 Month EUR 6,634,238 London Pay EURIBOR 2.056% 2/16/32 (59,306) Clearing House 6 Month EUR 6,736,701 London Pay EURIBOR 1.891% 3/1/32 (118,146) Clearing House 6 Month EUR 12,958,476 London Pay EURIBOR 2.051% 3/17/32 (121,742) Clearing House 6 Month GBP 5,909,776 London Receive LIBOR GBP 2.020% 2/16/32 (6,763) Clearing House 6 Month GBP 2,965,327 London Receive LIBOR GBP 1.838% 3/1/32 26,771 Clearing House 6 Month GBP 2,970,537 London Receive LIBOR GBP 1.843% 3/1/32 25,989 Clearing House 6 Month GBP 11,683,571 London Receive LIBOR GBP 1.935% 3/17/32 42,286 Clearing House 6 Month SEK 193,422,713 London Receive STIBOR SEK 1.245% 7/27/27 98,640 Clearing House 3 Month -------------------------------------------------------------------------------------------------------- $ (135,430) ========================================================================================================
INTEREST RATE SWAP AGREEMENT
-------------------------------------------------------------------------------------------------------- Annual Notional Pay/ Floating Fixed Expiration Unrealized Principal ($) Counterparty Receive Rate Rate Date (Depreciation) -------------------------------------------------------------------------------------------------------- EUR 1,548,000 UBS AG Pay EMMI EURO 0.332% 5/9/26 $ (38,614) OverNight Index Average ========================================================================================================
EMMI European Money Markets Institute. NOTE : Principal amounts are denominated in U.S. Dollars unless otherwise noted: EUR Euro GBP Great British Pound JPY Japanese Yen SEK Swedish Krone Various inputs are used in determining the value of the Fund's investments. These inputs are summarized in the three broad levels below. Level 1 - quoted prices in active markets for identical securities. Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.). See Notes to Financial Statements -- Note 1A. Level 3 - significant unobservable inputs (including the Fund's own assumptions in determining fair value of investments). See Notes to Financial Statements -- Note 1A. The accompanying notes are an integral part of these financial statements. Pioneer Solutions Funds | Annual Report | 7/31/17 47 Schedule of Investments | 7/31/17 Pioneer Solutions - Growth Fund (continued) The following is a summary of the inputs used as of July 31, 2017, in valuing the Fund's assets:
--------------------------------------------------------------------------------------------------------- Level 1 Level 2 Level 3 Total --------------------------------------------------------------------------------------------------------- Mutual Funds $ 287,281,608 $ -- $ -- $287,281,608 U.S. Government and -- 6,706,833 -- 6,706,833 Agency Obligation Sovereign Debt -- 5,787,569 -- 5,787,569 Obligation Exchange-Traded Put Option Purchased 322,790 -- -- 322,790 --------------------------------------------------------------------------------------------------------- Total $ 287,604,398 $ 12,494,402 $ -- $300,098,800 ========================================================================================================= Other Financial Instruments Unrealized Appreciation on Futures Contracts $ 983,372 $ -- $ -- $ 983,372 Unrealized Depreciation on Futures Contracts (1,193,842) -- -- (1,193,842) Unrealized Appreciation on Forward Foreign Currency Contracts -- 2,152,462 -- 2,152,462 Unrealized Depreciation on Forward Foreign Currency Contracts -- (2,418,825) -- (2,418,825) Unrealized Appreciation on Centrally Cleared Interest Rate Swap Agreements -- 193,686 -- 193,686 Unrealized Depreciation on Centrally Cleared Interest Rate Swap Agreements -- (329,116) -- (329,116) Unrealized Depreciation on Interest Rate Swap Agreement -- (38,614) -- (38,614) Exchange-Traded Put Option Written (70,980) -- -- (70,980) --------------------------------------------------------------------------------------------------------- Total Other Financial Instruments $ (281,450) $ (440,407) $ -- $ (721,857) =========================================================================================================
During the year ended July 31, 2017, there were no transfers between Levels 1, 2, and 3. The accompanying notes are an integral part of these financial statements. 48 Pioneer Solutions Funds | Annual Report | 7/31/17 Statements of Assets and Liabilities | 7/31/17
---------------------------------------------------------------------------------------------------------- Pioneer Pioneer Pioneer Solutions - Solutions - Solutions - Conservative Balanced Growth Fund Fund Fund ---------------------------------------------------------------------------------------------------------- ASSETS: Investments in securities of affiliated funds, at value (at cost $38,551,471, $99,756,860 and $174,807,834, respectively) $ 40,128,845 $ 114,718,667 $ 207,758,170 Investments in securities of unaffiliated funds, at value (at cost $16,029,239, $45,624,217 and $89,353,640, respectively) 16,355,822 46,518,286 92,340,630 Cash 255,623 1,377,044 1,686,944 Foreign currencies, at value (at cost $17,375, $14,228 and $53,588, respectively) 16,595 6,991 44,229 Restricted cash* 661,536 2,744,246 6,151,101 Unrealized appreciation on forward foreign currency contracts 202,476 876,171 2,152,462 Receivables for: Capital stock sold 9,633 48,361 153,098 Distributions to shareowner -- 1,785 -- Dividends 97,396 157,458 94,937 Interest 653 1,922 3,381 Due from the Adviser 19,323 36 35 Other assets 25,774 23,927 20,817 ---------------------------------------------------------------------------------------------------------- Total assets $ 57,773,676 $ 166,474,894 $ 310,405,804 ========================================================================================================== LIABILITIES: Written options (premiums received $-, $- and $(574,156), respectively) -- -- 70,980 Unrealized depreciation on interest rate swap agreements 7,009 21,053 38,614 Unrealized depreciation on forward foreign currency contracts 259,470 1,379,203 2,418,825 Payables for: Capital stock redeemed 76,991 272,841 666,120 Distributions to shareowner 2,266 -- 2,126 Professional fees 39,890 35,433 39,287 Custodian fees 11,474 8,739 8,890 Swap payments 1,282 3,866 6,384 Variation margin for centrally cleared interest rate swap agreements 26,389 81,920 160,834 Variation margin for futures contracts 20,962 65,656 165,005 Due to affiliates 10,086 32,046 50,011 Accrued expenses and other liabilities 19,578 40,355 67,931 ---------------------------------------------------------------------------------------------------------- Total liabilities $ 475,397 $ 1,941,112 $ 3,695,007 ==========================================================================================================
* Represents restricted cash deposited at the custodian and/or counterparty for derivative contracts. The accompanying notes are an integral part of these financial statements. Pioneer Solutions Funds | Annual Report | 7/31/17 49 Statements of Assets and Liabilities | 7/31/17 (continued)
---------------------------------------------------------------------------------------------------------- Pioneer Pioneer Pioneer Solutions - Solutions - Solutions - Conservative Balanced Growth Fund Fund Fund ---------------------------------------------------------------------------------------------------------- NET ASSETS: Paid-in capital $ 56,719,819 $ 154,585,013 $266,065,178 Undistributed net investment income 602,604 559,550 (1,193,533) Accumulated net realized gain (loss) on investments, futures contracts, swap agreements, written options and foreign currency transactions (1,788,216) (5,846,581) 6,059,220 Net unrealized appreciation on investments 1,903,957 15,855,876 35,937,326 Net unrealized depreciation on futures contracts (54,750) (22,799) (210,470) Net unrealized depreciation on swap agreements (27,295) (86,792) (174,044) Net unrealized appreciation on written options -- -- 503,176 Net unrealized depreciation on forward foreign currency contracts and other assets and liabilities denominated in foreign currencies (57,840) (510,485) (276,056) ---------------------------------------------------------------------------------------------------------- Net assets $ 57,298,279 $ 164,533,782 $306,710,797 ========================================================================================================== NET ASSET VALUE PER SHARE: (No par value, unlimited number of shares authorized) Net Assets of Class A Shares $ 42,698,526 $ 114,528,007 $237,909,576 Net Assets of Class C Shares $ 14,336,044 $ 49,276,765 $ 67,953,880 Net Assets of Class R Shares $ 8,980 $ 30,644 $ 36,642 Net Assets of Class Y Shares $ 254,729 $ 698,366 $ 810,699 Class A Shares Outstanding 4,038,342 9,629,583 17,610,111 Class C Shares Outstanding 1,403,217 4,510,554 5,348,524 Class R Shares Outstanding 852 2,590 2,732 Class Y Shares Outstanding 25,570 57,903 58,736 Net Asset Value - Class A Shares $ 10.57 $ 11.89 $ 13.51 Net Asset Value - Class C Shares $ 10.22 $ 10.92 $ 12.71 Net Asset Value - Class R Shares $ 10.54 $ 11.83 $ 13.41 Net Asset Value - Class Y Shares $ 9.96 $ 12.06 $ 13.80 MAXIMUM OFFERING PRICE: Class A (100 (divided by) 94.25 x net asset value per share) $ 11.21 $ 12.62 $ 14.33 ==========================================================================================================
The accompanying notes are an integral part of these financial statements. 50 Pioneer Solutions Funds | Annual Report | 7/31/17 Statements of Operations For the Year Ended 7/31/17
---------------------------------------------------------------------------------------- Pioneer Pioneer Pioneer Solutions - Solutions - Solutions - Conservative Balanced Growth Fund Fund Fund ---------------------------------------------------------------------------------------- INVESTMENT INCOME: Dividend income from underlying affiliated funds $1,339,298 $2,701,762 $3,335,754 Dividend income from underlying unaffiliated funds 336,733 1,018,726 1,109,272 Interest 26,662 70,974 130,045 ---------------------------------------------------------------------------------------- Total Investment Income $1,702,693 $3,791,462 $4,575,071 ---------------------------------------------------------------------------------------- EXPENSES: Management fees $ 78,289 $ 224,362 $ 399,810 Transfer agent fees Class A 38,361 112,556 277,325 Class C 12,290 31,038 56,525 Class R 66 117 168 Class Y 310 1,029 1,381 Distribution fees Class A 110,893 293,331 589,309 Class C 157,339 543,625 707,276 Class R 44 112 134 Shareowner communications expense 6,621 22,975 52,372 Administrative expense 39,314 93,241 172,639 Custodian fees 51,407 50,896 51,384 Registration fees 70,446 75,853 56,292 Professional fees 42,427 42,516 46,724 Printing fees 18,244 33,383 26,391 Pricing fees 1,219 1,615 1,476 Fees and expenses of non-affiliated trustees 7,096 7,379 10,652 Insurance expense 939 2,354 4,141 Miscellaneous 7,209 10,585 11,799 ---------------------------------------------------------------------------------------- Total expenses $ 642,514 $1,546,967 $2,465,798 Less fees waived and expenses reimbursed by the Adviser $ (102,991) $ (107) $ (139) ---------------------------------------------------------------------------------------- Net expenses $ 539,523 $1,546,860 $2,465,659 ---------------------------------------------------------------------------------------- Net investment income $1,163,170 $2,244,602 $2,109,412 ----------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements. Pioneer Solutions Funds | Annual Report | 7/31/17 51 Statements of Operations (continued) For the Year Ended 7/31/17
------------------------------------------------------------------------------------------------- Pioneer Pioneer Pioneer Solutions - Solutions - Solutions - Conservative Balanced Growth Fund Fund Fund ------------------------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FUTURES CONTRACTS, SWAP AGREEMENTS, WRITTEN OPTIONS AND FOREIGN CURRENCY TRANSACTIONS: Net realized gain (loss) on: Underlying affiliated funds $ (83,687) $ 1,898,557 $ 6,961,742 Underlying unaffiliated funds (42,741) (1,558,110) (3,898,915) Capital gain on distributions from underlying affiliated funds 312,234 1,165,286 4,162,676 Capital gain on distributions from underlying unaffiliated funds 35,056 433,965 975,954 Futures contracts (632,170) (3,541,877) (1,853,526) Swap agreements (126,396) (389,466) (644,667) Written options 20,724 262,780 1,190,184 Forward foreign currency contracts and other assets and liabilities denominated in foreign currencies 207,936 554,349 506,786 ------------------------------------------------------------------------------------------------- $ (309,044) $ (1,174,516) $ 7,400,234 ------------------------------------------------------------------------------------------------- Change in net unrealized appreciation (depreciation) on: Underlying affiliated funds $ 943,543 $ 6,974,415 $11,842,079 Underlying unaffiliated funds 100,735 2,624,782 8,911,873 Futures contracts 112,311 506,000 1,275,949 Swap agreements 93,909 288,358 442,592 Written options (17,544) (64,327) 385,539 Forward foreign currency contracts and other assets and liabilities denominated in foreign currencies (31,416) (372,479) (66,155) ------------------------------------------------------------------------------------------------- $1,201,538 $ 9,956,749 $22,791,877 ------------------------------------------------------------------------------------------------- Net realized and unrealized gain (loss) on investments, futures contracts, swap agreements, written options and forward foreign currency contracts and other assets and liabilities denominated in foreign currencies $ 892,494 $ 8,782,233 $30,192,111 ------------------------------------------------------------------------------------------------- Net increase in net assets resulting from operations $2,055,664 $ 11,026,835 $32,301,523 =================================================================================================
The accompanying notes are an integral part of these financial statements. 52 Pioneer Solutions Funds | Annual Report | 7/31/17 Statements of Changes in Net Assets
------------------------------------------------------------------------------------------------ Pioneer Solutions - Pioneer Solutions - Conservative Fund Balanced Fund ---------------------------- ----------------------------- Year Year Year Year Ended Ended Ended Ended 7/31/17 7/31/16* 7/31/17 7/31/16* ------------------------------------------------------------------------------------------------ FROM OPERATIONS: Net investment income (loss) $ 1,163,170 $ 1,452,905 $ 2,244,602 $ 3,022,656 Net realized gain (loss) on investments, futures contracts, swap agreements, written options and forward foreign currency contracts and other assets and liabilities denominated in foreign currencies (309,044) (934,959) (1,174,516) (2,330,784) Change in net unrealized appreciation (depreciation) on investments, futures contracts, swap agreements, written options and forward foreign currency contracts and other assets and liabilities denominated in foreign currencies 1,201,538 (250,550) 9,956,749 (6,511,117) ------------------------------------------------------------------------------------------------ Net increase (decrease) in net assets resulting from operations $ 2,055,664 $ 267,396 $ 11,026,835 $ (5,819,245) ------------------------------------------------------------------------------------------------ DISTRIBUTIONS TO SHAREOWNERS: Net investment income: Class A ($0.24, $0.29, $0.24 and $0.27, respectively) $ (1,025,860) $ (1,205,906) $ (2,480,991) $ (2,947,850) Class C ($0.15, $0.20, $0.16 and $0.19, respectively) (243,573) (335,987) (853,099) (1,111,615) Class R ($0.21, $0.30, $0.23 and $0.30, respectively) (182) (253) (382) (257) Class Y ($0.24, $0.27, $0.27 and $0.30, respectively) (2,842) (2,891) (20,656) (34,638) Net realized gain: Class A ($0.00, $1.13, $0.00 and $0.86, respectively) -- (4,678,518) -- (9,290,030) Class C ($0.00, $1.13, $0.00 and $0.86, respectively) -- (1,937,019) -- (5,108,460) Class R ($0.00, $1.13, $0.00 and $0.86, respectively) -- (964) -- (748) Class Y ($0.00, $1.13, $0.00 and $0.86, respectively) -- (11,928) -- (99,468) ------------------------------------------------------------------------------------------------ Total distributions to shareowners $ (1,272,457) $ (8,173,466) $ (3,355,128) $ (18,593,066) ------------------------------------------------------------------------------------------------
* Beginning with the fiscal year ended July 31, 2017, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm. The accompanying notes are an integral part of these financial statements. Pioneer Solutions Funds | Annual Report | 7/31/17 53 Statements of Changes in Net Assets (continued)
------------------------------------------------------------------------------------------------ Pioneer Solutions - Pioneer Solutions - Conservative Fund Balanced Fund ---------------------------- ------------------------------ Year Year Year Year Ended Ended Ended Ended 7/31/17 7/31/16* 7/31/17 7/31/16* ------------------------------------------------------------------------------------------------ FROM FUND SHARE TRANSACTIONS: Net proceeds from sales of shares $ 9,114,270 $ 11,217,618 $ 22,714,830 $ 25,621,474 Reinvestment of distributions 1,195,197 7,555,353 3,207,879 17,128,419 Cost of shares repurchased (17,980,260) (16,852,509) (55,233,494) (48,922,888) ------------------------------------------------------------------------------------------------ Net increase (decrease) in net assets resulting from Fund share transactions (7,670,793) 1,920,462 (29,310,785) (6,172,995) ------------------------------------------------------------------------------------------------ Net decrease in net assets $ (6,887,586) $ (5,985,608) $ (21,639,078) $ (30,585,306) NET ASSETS: Beginning of year 64,185,865 70,171,473 186,172,860 216,758,166 ------------------------------------------------------------------------------------------------ End of year $ 57,298,279 $ 64,185,865 $ 164,533,782 $ 186,172,860 ------------------------------------------------------------------------------------------------ Undistributed net investment income, end of year $ 602,604 $ 613,677 $ 559,550 $ 1,471,763 ================================================================================================
* Beginning with the fiscal year ended July 31, 2017, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm. The accompanying notes are an integral part of these financial statements. 54 Pioneer Solutions Funds | Annual Report | 7/31/17
-------------------------------------------------------------------------------------------------- Pioneer Solutions - Growth Fund ------------------------------ Year Year Ended Ended 7/31/17 7/31/16* -------------------------------------------------------------------------------------------------- FROM OPERATIONS: Net investment income (loss) $ 2,109,412 $ 3,091,367 Net realized gain (loss) on investments, futures contracts, swap agreements, written options and forward foreign currency contracts and other assets and liabilities denominated in foreign currencies 7,400,234 1,560,401 Change in net unrealized appreciation (depreciation) on investments, futures contracts, swap agreements, written options and forward foreign currency contracts and other assets and liabilities denominated in foreign currencies 22,791,877 (18,517,160) -------------------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ 32,301,523 $ (13,865,392) -------------------------------------------------------------------------------------------------- DISTRIBUTIONS TO SHAREOWNERS: Net investment income: Class A ($0.16 and $0.18, respectively) $ (2,945,874) $ (3,448,475) Class C ($0.07 and $0.09, respectively) (430,655) (630,056) Class R ($0.15 and $0.21, respectively) (303) (150) Class Y ($0.20 and $0.21, respectively) (13,530) (21,523) Net realized gain: Class A ($0.07 and $0.84, respectively) (1,223,872) (16,258,476) Class C ($0.07 and $0.84, respectively) (395,672) (5,798,035) Class R ($0.07 and $0.84, respectively) (131) (610) Class Y ($0.07 and $0.84, respectively) (4,528) (88,090) -------------------------------------------------------------------------------------------------- Total distributions to shareowners $ (5,014,565) $ (26,245,415) -------------------------------------------------------------------------------------------------- FROM FUND SHARE TRANSACTIONS: Net proceeds from sales of shares $ 32,109,512 $ 35,429,202 Reinvestment of distributions 4,856,744 24,660,959 Cost of shares repurchased (77,450,776) (68,049,605) -------------------------------------------------------------------------------------------------- Net decrease in net assets resulting from Fund share transactions (40,484,520) (7,959,444) -------------------------------------------------------------------------------------------------- Net decrease in net assets $ (13,197,562) $ (48,070,251) NET ASSETS: Beginning of year 319,908,359 367,978,610 -------------------------------------------------------------------------------------------------- End of year $ 306,710,797 $ 319,908,359 -------------------------------------------------------------------------------------------------- Undistributed net investment income, end of year $ (1,193,533) $ 200,200 ==================================================================================================
* Beginning with the fiscal year ended July 31, 2017, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm. The accompanying notes are an integral part of these financial statements. Pioneer Solutions Funds | Annual Report | 7/31/17 55 Statements of Changes in Net Assets (continued)
------------------------------------------------------------------------------------------------ Pioneer Solutions - Conservative Fund ------------------------------------------------------------ Year Ended Year Ended Year Ended Year Ended 7/31/17 7/31/17 7/31/16* 7/31/16* Shares Amount Shares Amount ------------------------------------------------------------------------------------------------ Class A Shares sold 656,974 $ 6,785,669 604,781 $ 6,405,174 Reinvestment of distributions 96,948 975,297 563,069 5,658,844 Less shares repurchased (1,180,210) (12,148,340) (837,372) (8,731,562) ------------------------------------------------------------------------------------------------ Net increase (decrease) (426,288) $ (4,387,374) 330,478 $ 3,332,456 ================================================================================================ Class C Shares sold 208,451 $ 2,076,396 455,131 $ 4,728,950 Reinvestment of distributions 22,350 218,130 193,437 1,886,018 Less shares repurchased (575,357) (5,737,669) (763,235) (7,953,081) ------------------------------------------------------------------------------------------------ Net decrease (344,556) $ (3,443,143) (114,667) $ (1,338,113) ================================================================================================ Class R Shares sold -- $ -- -- $ -- Reinvestment of distributions -- -- -- -- Less shares repurchased -- -- -- -- ------------------------------------------------------------------------------------------------ Net increase (decrease) -- $ -- -- $ -- ================================================================================================ Class Y Shares sold 25,777 $ 252,205 7,768 $ 83,494 Reinvestment of distributions 187 1,770 1,105 10,491 Less shares repurchased (9,704) (94,251) (15,770) (167,866) ------------------------------------------------------------------------------------------------ Net increase (decrease) 16,260 $ 159,724 (6,897) $ (73,881) ================================================================================================
* Beginning with the fiscal year ended July 31, 2017, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm. The accompanying notes are an integral part of these financial statements. 56 Pioneer Solutions Funds | Annual Report | 7/31/17
------------------------------------------------------------------------------------------------ Pioneer Solutions - Balanced Fund ------------------------------------------------------------ Year Ended Year Ended Year Ended Year Ended 7/31/17 7/31/17 7/31/16* 7/31/16* Shares Amount Shares Amount ------------------------------------------------------------------------------------------------ Class A Shares sold 1,036,619 $ 11,837,739 1,047,166 $ 11,977,456 Reinvestment of distributions 221,988 2,448,547 1,084,238 12,067,537 Less shares repurchased (2,695,716) (30,690,063) (2,084,317) (23,686,989) ------------------------------------------------------------------------------------------------ Net increase (decrease) (1,437,109) $ (16,403,777) 47,087 $ 358,004 ================================================================================================ Class C Shares sold 977,713 $ 10,240,742 1,189,840 $ 12,457,865 Reinvestment of distributions 72,790 741,003 481,229 4,947,038 Less shares repurchased (2,234,082) (23,459,634) (2,287,374) (24,045,545) ------------------------------------------------------------------------------------------------ Net decrease (1,183,579) $ (12,477,889) (616,305) $ (6,640,642) ================================================================================================ Class R Shares sold 1,293 $ 14,650 748 $ 8,215 Reinvestment of distributions 18 201 9 95 Less shares repurchased (3) (40) (260) (2,797) ------------------------------------------------------------------------------------------------ Net increase 1,308 $ 14,811 497 $ 5,513 ================================================================================================ Class Y Shares sold 53,810 $ 621,699 100,886 $ 1,177,938 Reinvestment of distributions 1,623 18,128 10,102 113,749 Less shares repurchased (93,660) (1,083,757) (104,875) (1,187,557) ------------------------------------------------------------------------------------------------ Net increase (decrease) (38,227) $ (443,930) 6,113 $ 104,130 ================================================================================================
* Beginning with the fiscal year ended July 31, 2017, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm. The accompanying notes are an integral part of these financial statements. Pioneer Solutions Funds | Annual Report | 7/31/17 57 Statements of Changes in Net Assets (continued)
------------------------------------------------------------------------------------------------ Pioneer Solutions - Growth Fund ------------------------------------------------------------ Year Ended Year Ended Year Ended Year Ended 7/31/17 7/31/17 7/31/16* 7/31/16* Shares Amount Shares Amount ------------------------------------------------------------------------------------------------ Class A Shares sold 1,472,355 $ 18,713,459 1,519,091 $ 18,784,192 Reinvestment of distributions 339,156 4,141,107 1,606,934 19,604,535 Less shares repurchased (3,833,987) (48,643,067) (3,271,985) (40,168,227) ------------------------------------------------------------------------------------------------ Net decrease (2,022,476) $ (25,788,501) (145,960) $ (1,779,500) ================================================================================================ Class C Shares sold 1,049,181 $ 12,553,690 1,378,968 $ 16,056,831 Reinvestment of distributions 60,918 702,384 431,217 4,971,978 Less shares repurchased (2,299,910) (27,499,669) (2,353,490) (27,028,433) ------------------------------------------------------------------------------------------------ Net decrease (1,189,811) $ (14,243,595) (543,305) $ (5,999,624) ================================================================================================ Class R Shares sold 1,200 $ 15,124 784 $ 9,204 Reinvestment of distributions 23 276 -- -- Less shares repurchased -- -- -- -- ------------------------------------------------------------------------------------------------ Net increase 1,223 $ 15,400 784 $ 9,204 ================================================================================================ Class Y Shares sold 63,628 $ 827,239 45,377 $ 578,975 Reinvestment of distributions 1,041 12,977 6,788 84,446 Less shares repurchased (99,815) (1,308,040) (68,556) (852,945) ------------------------------------------------------------------------------------------------ Net decrease (35,146) $ (467,824) (16,391) $ (189,524) ================================================================================================
* Beginning with the fiscal year ended July 31, 2017, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm. The accompanying notes are an integral part of these financial statements. 58 Pioneer Solutions Funds | Annual Report | 7/31/17 Financial Highlights
------------------------------------------------------------------------------------------------------------------------------ Pioneer Solutions - Conservative Fund -------------------------------------------------------- Year Year Year Year Year Ended Ended Ended Ended Ended 7/31/17 7/31/16** 7/31/15** 7/31/14** 7/31/13 ------------------------------------------------------------------------------------------------------------------------------ Class A Net asset value, beginning of year $ 10.41 $ 11.78 $ 11.86 $ 11.42 $ 10.73 ------------------------------------------------------------------------------------------------------------------------------ Increase (decrease) from investment operations: Net investment income (a) $ 0.22 $ 0.26 $ 0.30 $ 0.25 $ 0.28 Net realized and unrealized gain (loss) on investments 0.18 (0.21) (0.07) 0.55 0.64 ------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) from investment operations $ 0.40 $ 0.05 $ 0.23 $ 0.80 $ 0.92 ------------------------------------------------------------------------------------------------------------------------------ Distributions to shareowners: Net investment income $ (0.24) $ (0.29) $ (0.31) $ (0.36) $ (0.23) Net realized gain -- (1.13) -- -- -- ------------------------------------------------------------------------------------------------------------------------------ Total distributions to shareowners $ (0.24) $ (1.42) $ (0.31) $ (0.36) $ (0.23) ------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net asset value $ 0.16 $ (1.37) $ (0.08) $ 0.44 $ 0.69 ------------------------------------------------------------------------------------------------------------------------------ Net asset value, end of year $ 10.57 $ 10.41 $ 11.78 $ 11.86 $ 11.42 ============================================================================================================================== Total return* 3.91% 0.89% 2.01% 7.10% 8.72% Ratio of net expenses to average net assets+ 0.70% 0.70% 0.71% 0.76% 0.77% Ratio of net investment income to average net assets+ 2.13% 2.43% 2.53% 2.15% 2.51% Portfolio turnover rate 31% 23% 108% 12% 17% Net assets, end of year (in thousands) $42,699 $46,499 $48,721 $46,873 $44,239 Ratios with no waivers of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Total expenses to average net assets 0.87% 0.86% 0.79% 0.76% 0.77% Net investment income to average net assets 1.96% 2.27% 2.45% 2.15% 2.51% ==============================================================================================================================
(a) Calculated using average shares outstanding for the year. * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each year. ** Beginning with the fiscal year ended July 31, 2017, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm. + In addition to the expenses which the Fund bears directly, the Fund indirectly bears pro rata shares of the expenses of the funds in which the Fund invests. Because each of the underlying funds bears its own varying expense levels and because the Fund may own differing proportions of each fund at different times, the amount of expenses incurred indirectly by the Fund will vary from time to time. The accompanying notes are an integral part of these financial statements. Pioneer Solutions Funds | Annual Report | 7/31/17 59 Financial Highlights (continued)
-------------------------------------------------------------------------------------------------------------------------------- Pioneer Solutions - Conservative Fund ---------------------------------------------------------- Year Year Year Year Year Ended Ended Ended Ended Ended 7/31/17 7/31/16** 7/31/15** 7/31/14** 7/31/13 -------------------------------------------------------------------------------------------------------------------------------- Class C Net asset value, beginning of year $ 10.06 $ 11.41 $ 11.51 $ 11.09 $ 10.44 -------------------------------------------------------------------------------------------------------------------------------- Increase (decrease) from investment operations: Net investment income (a) $ 0.14 $ 0.17 $ 0.19 $ 0.16 $ 0.18 Net realized and unrealized gain (loss) on investments 0.17 (0.19) (0.06) 0.54 0.63 -------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) from investment operations $ 0.31 $ (0.02) $ 0.13 $ 0.70 $ 0.81 -------------------------------------------------------------------------------------------------------------------------------- Distributions to shareowners: Net investment income $ (0.15) $ (0.20) $ (0.23) $ (0.28) $ (0.16) Net realized gain -- (1.13) -- -- -- -------------------------------------------------------------------------------------------------------------------------------- Total distributions to shareowners $ (0.15) $ (1.33) $ (0.23) $ (0.28) $ (0.16) -------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in net asset value $ 0.16 $ (1.35) $ (0.10) $ 0.42 $ 0.65 -------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of year $ 10.22 $ 10.06 $ 11.41 $ 11.51 $ 11.09 ================================================================================================================================ Total return* 3.18% 0.18% 1.15% 6.42% 7.83% Ratio of net expenses to average net assets+ 1.45% 1.45% 1.45% 1.49% 1.51% Ratio of net investment income to average net assets+ 1.37% 1.69% 1.69% 1.40% 1.70% Portfolio turnover rate 31% 23% 108% 12% 17% Net assets, end of year (in thousands) $14,336 $17,586 $21,260 $22,290 $20,542 Ratios with no waivers of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Total expenses to average net assets 1.61% 1.59% 1.53% 1.49% 1.51% Net investment income to average net assets 1.21% 1.55% 1.61% 1.40% 1.70% ================================================================================================================================
(a) Calculated using average shares outstanding for the year. * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each year. ** Beginning with the fiscal year ended July 31, 2017, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm. + In addition to the expenses which the Fund bears directly, the Fund indirectly bears pro rata shares of the expenses of the funds in which the Fund invests. Because each of the underlying funds bears its own varying expense levels and because the Fund may own differing proportions of each fund at different times, the amount of expenses incurred indirectly by the Fund will vary from time to time. The accompanying notes are an integral part of these financial statements. 60 Pioneer Solutions Funds | Annual Report | 7/31/17
------------------------------------------------------------------------------------------------------------------ Pioneer Solutions - Conservative Fund ---------------------------------------------- Year Year Ended Ended 7/1/15 to 7/31/17 7/31/16**** 7/31/15**** ------------------------------------------------------------------------------------------------------------------ Class R Net asset value, beginning of year $ 10.38 $ 11.78 $ 11.74 ------------------------------------------------------------------------------------------------------------------ Increase (decrease) from investment operations: Net investment income (a) $ 0.20 $ 0.25 $ 0.02 Net realized and unrealized gain (loss) on investments 0.17 (0.22) 0.02 ------------------------------------------------------------------------------------------------------------------ Net increase (decrease) from investment operations $ 0.37 $ 0.03 $ 0.04 ------------------------------------------------------------------------------------------------------------------ Distributions to shareowners: Net investment income $ (0.21) $ (0.30) $ -- Net realized gain -- (1.13) -- ------------------------------------------------------------------------------------------------------------------ Total distributions to shareowners $ (0.21) $ (1.43) $ -- ------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net asset value $ 0.16 $ (1.40) $ 0.04 ------------------------------------------------------------------------------------------------------------------ Net asset value, end of year $ 10.54 $ 10.38 $ 11.78 ================================================================================================================== Total return* 3.71% 0.66% 0.34%** Ratio of net expenses to average net assets+ 0.90% 0.90% 0.93%*** Ratio of net investment income to average net assets+ 1.89% 2.30% 1.58%*** Portfolio turnover rate 31% 23% 108% Net assets, end of year (in thousands) $ 9 $ 9 $ 10 Ratios with no waivers of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Total expenses to average net assets 1.89% 1.50% 1.41%*** Net investment income to average net assets 0.90% 1.70% 1.10%*** ==================================================================================================================
(a) Calculated using average shares outstanding for the year. * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each year. ** Not annualized. + In addition to the expenses which the Fund bears directly, the Fund indirectly bears pro rata shares of the expenses of the funds in which the Fund invests. Because each of the underlying funds bears its own varying expense levels and because the Fund may own differing proportions of each fund at different times, the amount of expenses incurred indirectly by the Fund will vary from time to time. *** Annualized. **** Beginning with the fiscal year ended July 31, 2017, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm. The accompanying notes are an integral part of these financial statements. Pioneer Solutions Funds | Annual Report | 7/31/17 61 Financial Highlights (continued)
------------------------------------------------------------------------------------------------------------------------------- Pioneer Solutions - Conservative Fund --------------------------------------------------------- Year Year Year Year Year Ended Ended Ended Ended Ended 7/31/17 7/31/16** 7/31/15** 7/31/14** 7/31/13 ------------------------------------------------------------------------------------------------------------------------------- Class Y Net asset value, beginning of year $ 9.83 $ 11.18 $ 11.32 $ 10.86 $ 10.21 ------------------------------------------------------------------------------------------------------------------------------- Increase (decrease) from investment operations: Net investment income (a) $ 0.19 $ 0.24 $ 0.21 $ 0.24 $ 0.20 Net realized and unrealized gain (loss) on investments 0.18 (0.19) (0.01) 0.49 0.61 ------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) from investment operations $ 0.37 $ 0.05 $ 0.20 $ 0.73 $ 0.81 ------------------------------------------------------------------------------------------------------------------------------- Distributions to shareowners: Net investment income $ (0.24) $ (0.27) $ (0.34) $ (0.27) $ (0.16) Net realized gain -- (1.13) -- -- -- ------------------------------------------------------------------------------------------------------------------------------- Total distributions to shareowners $ (0.24) $ (1.40) $ (0.34) $ (0.27) $ (0.16) ------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in net asset value $ 0.13 $ (1.35) $ (0.14) $ 0.46 $ 0.65 ------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of year $ 9.96 $ 9.83 $ 11.18 $ 11.32 $ 10.86 =============================================================================================================================== Total return* 3.93% 0.95% 1.81% 6.83% 8.00% Ratio of net expenses to average net assets+ 0.65% 0.65% 0.98% 0.98% 1.43% Ratio of net investment income to average net assets+ 1.92% 2.37% 1.84% 2.13% 1.88% Portfolio turnover rate 31% 23% 108% 12% 17% Net assets, end of year (in thousands) $ 255 $ 92 $ 181 $ 123 $ 141 Ratios with no waivers of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Total expenses to average net assets 0.81% 0.82% 0.98% 0.98% 1.43% Net investment income to average net assets 1.76% 2.19% 1.84% 2.13% 1.88% ===============================================================================================================================
(a) Calculated using average shares outstanding for the year. * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each year. ** Beginning with the fiscal year ended July 31, 2017, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm. + In addition to the expenses which the Fund bears directly, the Fund indirectly bears pro rata shares of the expenses of the funds in which the Fund invests. Because each of the underlying funds bears its own varying expense levels and because the Fund may own differing proportions of each fund at different times, the amount of expenses incurred indirectly by the Fund will vary from time to time. The accompanying notes are an integral part of these financial statements. 62 Pioneer Solutions Funds | Annual Report | 7/31/17
------------------------------------------------------------------------------------------------------------------------------- Pioneer Solutions - Balanced Fund ------------------------------------------------------------ Year Year Year Year Year Ended Ended Ended Ended Ended 7/31/17 7/31/16** 7/31/15** 7/31/14** 7/31/13 ------------------------------------------------------------------------------------------------------------------------------- Class A Net asset value, beginning of year $ 11.35 $ 12.78 $ 12.73 $ 11.72 $ 10.46 ------------------------------------------------------------------------------------------------------------------------------- Increase (decrease) from investment operations: Net investment income (a) $ 0.17 $ 0.20 $ 0.29 $ 0.19 $ 0.21 Net realized and unrealized gain (loss) on investments 0.61 (0.50) 0.12 1.03 1.27 ------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) from investment operations $ 0.78 $ (0.30) $ 0.41 $ 1.22 $ 1.48 ------------------------------------------------------------------------------------------------------------------------------- Distributions to shareowners: Net investment income $ (0.24) $ (0.27) $ (0.36) $ (0.21) $ (0.22) Net realized gain -- (0.86) -- -- -- ------------------------------------------------------------------------------------------------------------------------------- Total distributions to shareowners $ (0.24) $ (1.13) $ (0.36) $ (0.21) $ (0.22) ------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in net asset value $ 0.54 $ (1.43) $ 0.05 $ 1.01 $ 1.26 ------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of year $ 11.89 $ 11.35 $ 12.78 $ 12.73 $ 11.72 =============================================================================================================================== Total return* 7.04% (2.11)% 3.33% 10.48% 14.32% Ratio of net expenses to average net assets+ 0.68% 0.67% 0.66% 0.64% 0.66% Ratio of net investment income to average net assets+ 1.51% 1.77% 2.25% 1.57% 1.85% Portfolio turnover rate 27% 16% 89% 10% 9% Net assets, end of year (in thousands) $114,528 $125,608 $140,863 $136,511 $128,425 Ratios with no waivers of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Total expenses to average net assets 0.68% 0.67% 0.66% 0.64% 0.66% Net investment income to average net assets 1.51% 1.77% 2.25% 1.57% 1.85% ===============================================================================================================================
(a) Calculated using average shares outstanding for the year. * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each year. ** Beginning with the fiscal year ended July 31, 2017, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm. + In addition to the expenses which the Fund bears directly, the Fund indirectly bears pro rata shares of the expenses of the funds in which the Fund invests. Because each of the underlying funds bears its own varying expense levels and because the Fund may own differing proportions of each fund at different times, the amount of expenses incurred indirectly by the Fund will vary from time to time. The accompanying notes are an integral part of these financial statements. Pioneer Solutions Funds | Annual Report | 7/31/17 63 Financial Highlights (continued)
------------------------------------------------------------------------------------------------------------------------------- Pioneer Solutions - Balanced Fund ----------------------------------------------------------- Year Year Year Year Year Ended Ended Ended Ended Ended 7/31/17 7/31/16** 7/31/15** 7/31/14** 7/31/13 ------------------------------------------------------------------------------------------------------------------------------- Class C Net asset value, beginning of year $ 10.44 $ 11.84 $ 11.82 $ 10.92 $ 9.77 ------------------------------------------------------------------------------------------------------------------------------- Increase (decrease) from investment operations: Net investment income (a) $ 0.09 $ 0.12 $ 0.17 $ 0.09 $ 0.12 Net realized and unrealized gain (loss) on investments 0.55 (0.47) 0.14 0.96 1.19 ------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) from investment operations $ 0.64 $ (0.35) $ 0.31 $ 1.05 $ 1.31 ------------------------------------------------------------------------------------------------------------------------------- Distributions to shareowners: Net investment income $ (0.16) $ (0.19) $ (0.29) $ (0.15) $ (0.16) Net realized gain -- $ (0.86) -- -- -- ------------------------------------------------------------------------------------------------------------------------------- Total distributions to shareowners $ (0.16) $ (1.05) $ (0.29) $ (0.15) $ (0.16) ------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in net asset value $ 0.48 $ (1.40) $ 0.02 $ 0.90 $ 1.15 ------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of year $ 10.92 $ 10.44 $ 11.84 $ 11.82 $ 10.92 =============================================================================================================================== Total return* 6.26% (2.81)% 2.64% 9.70% 13.56% Ratio of net expenses to average net assets+ 1.38% 1.37% 1.35% 1.33% 1.34% Ratio of net investment income to average net assets+ 0.84% 1.10% 1.44% 0.81% 1.15% Portfolio turnover rate 27% 16% 89% 10% 9% Net assets, end of year (in thousands) $49,277 $59,444 $74,720 $75,377 $64,989 Ratios with no waivers of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Total expenses to average net assets 1.38% 1.37% 1.35% 1.33% 1.34% Net investment income to average net assets 0.84% 1.10% 1.44% 1.44% 1.15% ===============================================================================================================================
(a) Calculated using average shares outstanding for the year. * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each year. ** Beginning with the fiscal year ended July 31, 2017, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm. + In addition to the expenses which the Fund bears directly, the Fund indirectly bears pro rata shares of the expenses of the funds in which the Fund invests. Because each of the underlying funds bears its own varying expense levels and because the Fund may own differing proportions of each fund at different times, the amount of expenses incurred indirectly by the Fund will vary from time to time. The accompanying notes are an integral part of these financial statements. 64 Pioneer Solutions Funds | Annual Report | 7/31/17
------------------------------------------------------------------------------------------------------------------ Pioneer Solutions - Balanced Fund ----------------------------------------------- Year Year Ended Ended 7/1/15 to 7/31/17 7/31/16**** 7/31/15**** ------------------------------------------------------------------------------------------------------------------ Class R Net asset value, beginning of year $ 11.30 $ 12.78 $ 12.74 ------------------------------------------------------------------------------------------------------------------ Increase (decrease) from investment operations: Net investment income (a) $ 0.11 $ 0.15 $ 0.01 Net realized and unrealized gain (loss) on investments 0.65 (0.47) 0.03 ------------------------------------------------------------------------------------------------------------------ Net increase (decrease) from investment operations $ 0.76 $ (0.32) $ 0.04 ------------------------------------------------------------------------------------------------------------------ Distributions to shareowners: Net investment income $ (0.23) $ (0.30) $ -- Net realized gain -- (0.86) -- ------------------------------------------------------------------------------------------------------------------ Total distributions to shareowners $ (0.23) $ (1.16) $ -- ------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net asset value $ 0.53 $ (1.48) $ 0.04 ------------------------------------------------------------------------------------------------------------------ Net asset value, end of year $ 11.83 $ 11.30 $ 12.78 ================================================================================================================== Total return* 6.89% (2.34)% 0.31%** Ratio of net expenses to average net assets+ 0.90% 0.90% 0.93%*** Ratio of net investment income to average net assets+ 0.98% 1.28% 0.66%*** Portfolio turnover rate 27% 16% 89% Net assets, end of year (in thousands) $ 31 $ 14 $ 10 Ratios with no waivers of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Total expenses to average net assets 1.38% 1.58% 1.00%*** Net investment income to average net assets 0.50% 0.60% 0.58%*** ==================================================================================================================
(a) Calculated using average shares outstanding for the year. * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each year. ** Not annualized. + In addition to the expenses which the Fund bears directly, the Fund indirectly bears pro rata shares of the expenses of the funds in which the Fund invests. Because each of the underlying funds bears its own varying expense levels and because the Fund may own differing proportions of each fund at different times, the amount of expenses incurred indirectly by the Fund will vary from time to time. *** Annualized. **** Beginning with the fiscal year ended July 31, 2017, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm. The accompanying notes are an integral part of these financial statements. Pioneer Solutions Funds | Annual Report | 7/31/17 65 Financial Highlights (continued)
------------------------------------------------------------------------------------------------------------------------------ Pioneer Solutions - Balanced Fund ---------------------------------------------------------- Year Year Year Year Year Ended Ended Ended Ended Ended 7/31/17 7/31/16** 7/31/15** 7/31/14** 7/31/13 ------------------------------------------------------------------------------------------------------------------------------ Class Y Net asset value, beginning of year $ 11.51 $ 12.94 $ 12.88 $ 11.86 $ 10.58 ------------------------------------------------------------------------------------------------------------------------------ Increase (decrease) from investment operations: Net investment income (a) $ 0.19 $ 0.26 $ 0.37 $ 0.23 $ 0.25 Net realized and unrealized gain (loss) on investments 0.63 (0.53) 0.09 1.03 1.28 ------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) from investment operations $ 0.82 $ (0.27) $ 0.46 $ 1.26 $ 1.53 ------------------------------------------------------------------------------------------------------------------------------ Distributions to shareowners: Net investment income $ (0.27) $ (0.30) $ (0.40) $ (0.24) $ (0.25) Net realized gain -- (0.86) -- -- -- ------------------------------------------------------------------------------------------------------------------------------ Total distributions to shareowners $ (0.27) $ (1.16) $ (0.40) $ (0.24) $ (0.25) ------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net asset value $ 0.55 $ (1.43) $ 0.06 $ 1.02 $ 1.28 ------------------------------------------------------------------------------------------------------------------------------ Net asset value, end of year $ 12.06 $ 11.51 $ 12.94 $ 12.88 $ 11.86 ============================================================================================================================== Total return* 7.33% (1.85)% 3.63% 10.68% 14.68% Ratio of net expenses to average net assets+ 0.47% 0.40% 0.36% 0.40% 0.36% Ratio of net investment income to average net assets+ 1.67% 2.22% 2.92% 1.88% 2.26% Portfolio turnover rate 27% 16% 89% 10% 9% Net assets, end of year (in thousands) $ 698 $ 1,107 $ 1,165 $ 3,239 $ 4,134 Ratios with no waivers of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Total expenses to average net assets 0.47% 0.40% 0.36% 0.40% 0.36% Net investment income to average net assets 1.67% 2.22% 2.92% 1.88% 2.26% ==============================================================================================================================
(a) Calculated using average shares outstanding for the year. * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each year. ** Beginning with the fiscal year ended July 31, 2017, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm. + In addition to the expenses which the Fund bears directly, the Fund indirectly bears pro rata shares of the expenses of the funds in which the Fund invests. Because each of the underlying funds bears its own varying expense levels and because the Fund may own differing proportions of each fund at different times, the amount of expenses incurred indirectly by the Fund will vary from time to time. The accompanying notes are an integral part of these financial statements. 66 Pioneer Solutions Funds | Annual Report | 7/31/17
------------------------------------------------------------------------------------------------------------------------------ Pioneer Solutions - Growth Fund ----------------------------------------------------------- Year Year Year Year Year Ended Ended Ended Ended Ended 7/31/17 7/31/16** 7/31/15** 7/31/14** 7/31/13 ------------------------------------------------------------------------------------------------------------------------------ Class A Net asset value, beginning of year $ 12.36 $ 13.84 $ 13.60 $ 12.32 $ 10.75 ------------------------------------------------------------------------------------------------------------------------------ Increase (decrease) from investment operations: Net investment income (a) $ 0.11 $ 0.13 $ 0.29 $ 0.16 $ 0.17 Net realized and unrealized gain (loss) on investments 1.27 (0.59) 0.38 1.31 1.57 ------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) from investment operations $ 1.38 $ (0.46) $ 0.67 $ 1.47 $ 1.74 ------------------------------------------------------------------------------------------------------------------------------ Distributions to shareowners: Net investment income $ (0.16) $ (0.18) $ (0.43) $ (0.19) $ (0.17) Net realized gain (0.07) (0.84) -- -- -- ------------------------------------------------------------------------------------------------------------------------------ Total distributions to shareowners $ (0.23) $ (1.02) $ (0.43) $ (0.19) $ (0.17) ------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net asset value $ 1.15 $ (1.48) $ 0.24 $ 1.28 $ 1.57 ------------------------------------------------------------------------------------------------------------------------------ Net asset value, end of year $ 13.51 $ 12.36 $ 13.84 $ 13.60 $ 12.32 ============================================================================================================================== Total return* 11.30% (3.23)% 5.08% 11.96% 16.40% Ratio of net expenses to average net assets+ 0.64% 0.65% 0.69% 0.68% 0.69% Ratio of net investment income to average net assets+ 0.84% 1.08% 2.15% 1.24% 1.50% Portfolio turnover rate 26% 10% 98% 8% 6% Net assets, end of year (in thousands) $237,910 $242,649 $273,763 $163,349 $149,586 Ratios with no waivers of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Total expenses to average net assets 0.64% 0.65% 0.69% 0.68% 0.69% Net investment income to average net assets 0.84% 1.08% 2.15% 1.24% 1.50% ==============================================================================================================================
(a) Calculated using average shares outstanding for the year. * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each year. ** Beginning with the fiscal year ended July 31, 2017, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm. + In addition to the expenses which the Fund bears directly, the Fund indirectly bears pro rata shares of the expenses of the funds in which the Fund invests. Because each of the underlying funds bears its own varying expense levels and because the Fund may own differing proportions of each fund at different times, the amount of expenses incurred indirectly by the Fund will vary from time to time. The accompanying notes are an integral part of these financial statements. Pioneer Solutions Funds | Annual Report | 7/31/17 67 Financial Highlights (continued)
------------------------------------------------------------------------------------------------------------------------------ Pioneer Solutions - Growth Fund ---------------------------------------------------------- Year Year Year Year Year Ended Ended Ended Ended Ended 7/31/17 7/31/16** 7/31/15** 7/31/14** 7/31/13 ------------------------------------------------------------------------------------------------------------------------------ Class C Net asset value, beginning of year $ 11.63 $ 13.08 $ 12.82 $ 11.65 $ 10.18 ------------------------------------------------------------------------------------------------------------------------------ Increase (decrease) from investment operations: Net investment income (a) $ 0.02 $ 0.05 $ 0.12 $ 0.06 $ 0.09 Net realized and unrealized gain (loss) on investments 1.20 (0.57) 0.43 1.23 1.48 ------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) from investment operations $ 1.22 $ (0.52) $ 0.55 $ 1.29 $ 1.57 ------------------------------------------------------------------------------------------------------------------------------ Distributions to shareowners: Net investment income $ (0.07) $ (0.09) $ (0.29) $ (0.12) $ (0.10) Net realized gain (0.07) (0.84) -- -- -- ------------------------------------------------------------------------------------------------------------------------------ Total distributions to shareowners $ (0.14) $ (0.93) $ (0.29) $ (0.12) $ (0.10) ------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net asset value $ 1.08 $ (1.45) $ 0.26 $ 1.17 $ 1.47 ------------------------------------------------------------------------------------------------------------------------------ Net asset value, end of year $ 12.71 $ 11.63 $ 13.08 $ 12.82 $ 11.65 ============================================================================================================================== Total return* 10.58% (3.89)% 4.36% 11.09% 15.58% Ratio of net expenses to average net assets+ 1.35% 1.35% 1.38% 1.37% 1.40% Ratio of net investment income to average net assets+ 0.16% 0.47% 0.95% 0.46% 0.78% Portfolio turnover rate 26% 10% 98% 8% 6% Net assets, end of year (in thousands) $67,954 $76,055 $92,650 $63,333 $53,032 Ratios with no waivers of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Total expenses to average net assets 1.35% 1.35% 1.38% 1.37% 1.40% Net investment income to average net assets 0.16% 0.47% 0.95% 0.46% 0.78% ==============================================================================================================================
(a) Calculated using average shares outstanding for the year. * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each year. ** Beginning with the fiscal year ended July 31, 2017, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm. + In addition to the expenses which the Fund bears directly, the Fund indirectly bears pro rata shares of the expenses of the funds in which the Fund invests. Because each of the underlying funds bears its own varying expense levels and because the Fund may own differing proportions of each fund at different times, the amount of expenses incurred indirectly by the Fund will vary from time to time. The accompanying notes are an integral part of these financial statements. 68 Pioneer Solutions Funds | Annual Report | 7/31/17
---------------------------------------------------------------------------------------------------------- Pioneer Solutions - Growth Fund -------------------------------------------- Year Year Ended Ended 7/1/15 to 7/31/17 7/31/16**** 7/31/15**** ---------------------------------------------------------------------------------------------------------- Class R Net asset value, beginning of year $ 12.30 $ 13.84 $ 13.78 ---------------------------------------------------------------------------------------------------------- Increase (decrease) from investment operations: Net investment income (a) $ 0.04 $ 0.02 $ (0.00)(b) Net realized and unrealized gain (loss) on investments 1.29 (0.51) 0.06 ---------------------------------------------------------------------------------------------------------- Net increase (decrease) from investment operations $ 1.33 $ (0.49) $ 0.06 ---------------------------------------------------------------------------------------------------------- Distributions to shareowners: Net investment income $ (0.15) $ (0.21) $ -- Net realized gain (0.07) (0.84) -- ---------------------------------------------------------------------------------------------------------- Total distributions to shareowners $ (0.22) $ (1.05) $ -- ---------------------------------------------------------------------------------------------------------- Net increase (decrease) in net asset value $ 1.11 $ (1.54) $ 0.06 ---------------------------------------------------------------------------------------------------------- Net asset value, end of year $ 13.41 $ 12.30 $ 13.84 ========================================================================================================== Total return* 10.97% (3.47)% 0.44%** Ratio of net expenses to average net assets+ 0.90% 0.90% 0.89%*** Ratio of net investment income to average net assets+ 0.30% 0.18% (0.38)%*** Portfolio turnover rate 26% 10% 98% Net assets, end of year (in thousands) $ 37 $ 19 $ 10 Ratios with no waivers of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Total expenses to average net assets 1.41% 1.22% 0.89%*** Net investment income to average net assets (0.21)% (0.14)% (0.38)%*** ==========================================================================================================
(a) Calculated using average shares outstanding for the year. (b) Amount rounds to greater then $(0.005) per share. * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each year. ** Not annualized. + In addition to the expenses which the Fund bears directly, the Fund indirectly bears pro rata shares of the expenses of the funds in which the Fund invests. Because each of the underlying funds bears its own varying expense levels and because the Fund may own differing proportions of each fund at different times, the amount of expenses incurred indirectly by the Fund will vary from time to time. *** Annualized. **** Beginning with the fiscal year ended July 31, 2017, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm. The accompanying notes are an integral part of these financial statements. Pioneer Solutions Funds | Annual Report | 7/31/17 69 Financial Highlights (continued)
------------------------------------------------------------------------------------------------------------------------------ Pioneer Solutions - Growth Fund ---------------------------------------------------------- Year Year Year Year Year Ended Ended Ended Ended Ended 7/31/17 7/31/16** 7/31/15** 7/31/14** 7/31/13 ------------------------------------------------------------------------------------------------------------------------------ Class Y Net asset value, beginning of year $ 12.63 $ 14.11 $ 13.88 $ 12.56 $ 10.95 ------------------------------------------------------------------------------------------------------------------------------ Increase (decrease) from investment operations: Net investment income (a) $ 0.08 $ 0.19 $ 0.26 $ 0.28 $ 0.20 Net realized and unrealized gain (loss) on investments 1.36 (0.62) 0.46 1.25 1.61 ------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) from investment operations $ 1.44 $ (0.43) $ 0.72 $ 1.53 $ 1.81 ------------------------------------------------------------------------------------------------------------------------------ Distributions to shareowners: Net investment income $ (0.20) $ (0.21) $ (0.49) $ (0.21) $ (0.20) Net realized gain (0.07) (0.84) -- -- -- ------------------------------------------------------------------------------------------------------------------------------ Total distributions to shareowners $ (0.27) $ (1.05) $ (0.49) $ (0.21) $ (0.20) ------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net asset value $ 1.17 $ (1.48) $ 0.23 $ 1.32 $ 1.61 ------------------------------------------------------------------------------------------------------------------------------ Net asset value, end of year $ 13.80 $ 12.63 $ 14.11 $ 13.88 $ 12.56 ============================================================================================================================== Total return* 11.56% (2.96)% 5.30% 12.25% 16.70% Ratio of net expenses to average net assets+ 0.41% 0.37% 0.47% 0.40% 0.44% Ratio of net investment income to average net assets+ 0.64% 1.53% 1.87% 2.10% 1.71% Portfolio turnover rate 26% 10% 98% 8% 6% Net assets, end of year (in thousands) $ 811 $ 1,186 $ 1,556 $ 1,031 $ 1,314 Ratios with no waivers of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Total expenses to average net assets 0.41% 0.37% 0.47% 0.40% 0.44% Net investment income to average net assets 0.64% 1.53% 1.87% 2.10% 1.71% ==============================================================================================================================
(a) Calculated using average shares outstanding for the year. * Assumes initial investment at net asset value at the beginning of each year, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each year. ** Beginning with the fiscal year ended July 31, 2017, the Fund was audited by Ernst & Young LLP. The previous year was audited by another independent registered public accounting firm. + In addition to the expenses which the Fund bears directly, the Fund indirectly bears pro rata shares of the expenses of the funds in which the Fund invests. Because each of the underlying funds bears its own varying expense levels and because the Fund may own differing proportions of each fund at different times, the amount of expenses incurred indirectly by the Fund will vary from time to time. The accompanying notes are an integral part of these financial statements. 70 Pioneer Solutions Funds | Annual Report | 7/31/17 Notes to Financial Statements | 7/31/17 1. Organization and Significant Accounting Policies Pioneer Asset Allocation Trust (the "Trust") is organized as a Delaware statutory trust and is registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (the 1940 Act) as an open-end management investment company. The Trust consists of three separate funds (each, a "Fund," and collectively, the "Funds"), each issuing four classes of shares as follows: Pioneer Solutions - Conservative Fund ("Conservative Fund") Pioneer Solutions - Growth Fund ("Growth Fund") Pioneer Solutions - Balanced Fund ("Balanced Fund"). The investment objective of each of the Conservative Fund, the Growth Fund and the Balanced Fund is to seek long-term capital growth and current income. Each Fund is a "fund of funds". Each Fund seeks to achieve its investment objective by investing primarily in other funds ("underlying funds"). Each Fund may also invest directly in securities and use derivatives. Each Fund invests mainly in funds managed by Amundi Pioneer Asset Management, Inc. (the Adviser), formerly Pioneer Investment Management, Inc. Each Fund may also invest in unaffiliated mutual funds or exchange-traded funds (ETFs). The Funds indirectly pay a portion of the expenses incurred by underlying funds. Consequently, an investment in the Funds entails more direct and indirect expenses than direct investment in the applicable underlying funds. Each Fund offers four classes of shares designated as Class A, Class C, Class R and Class Y shares. Each class of shares represents an interest in the same portfolio of investments of each Fund and has identical rights (based on relative net asset values) to assets and liquidation proceeds. Share classes can bear different rates of 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 from net investment income earned by each class. The Amended and Restated Declaration of Trust of each Fund gives the Board of Trustees the flexibility to specify either per-share voting or dollar-weighted voting when submitting matters for shareowner approval. Under per-share voting, each share of a class of a Fund is entitled to one vote. Under dollar-weighted voting, a shareowner's voting power is determined not by the number of shares owned, but by the dollar value of the shares on the record date. Each share class has exclusive voting rights with respect to matters affecting only that class, including with respect to the distribution plan for that class. There is no distribution plan for Class Y shares. Pioneer Solutions Funds | Annual Report | 7/31/17 71 On July 3, 2017, Amundi acquired Pioneer Investments, a group of asset management companies located throughout the world. Amundi, one of the world's largest asset managers, is headquartered in Paris, France. As a result of the transaction, Pioneer Investment Management, Inc., the Funds' investment adviser, became an indirect wholly owned subsidiary of Amundi and Amundi's wholly owned subsidiary, Amundi USA, Inc. Prior to July 3, 2017, Pioneer Investments was owned by Pioneer Global Asset Management S.p.A., a wholly owned subsidiary of UniCredit S.p.A. In connection with the transaction, the names of the Funds' investment adviser and principal underwriter changed. Effective July 3, 2017, the name of Pioneer Investment Management, Inc. changed to Amundi Pioneer Asset Management, Inc. (the Adviser) and the name of Pioneer Funds Distributor, Inc. changed to Amundi Pioneer Distributor, Inc. (the Distributor). In October 2016, the Securities and Exchange Commission (SEC) released its Final Rule on Investment Company Reporting Modernization. In addition to introducing two new regulatory reporting forms (Form N-PORT and Form N-CEN), the Final Rule amends Regulation S-X, which impacts financial statement presentation, particularly related to the presentation of derivative investments. Financial statements filed with the SEC with a period end date on or after August 1, 2017 are required to be in compliance with the amendments to Regulation S-X. Although still evaluating the impact of these amendments, management expects the Fund's adoption to be limited to additional financial statement disclosures. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (U.S. GAAP) that require the management of the Funds to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from these estimates. Each Fund is an investment company and follows investment company accounting and reporting guidance under U.S. GAAP. The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements: A. Security Valuation The net asset value of the Funds are computed once daily, on each day the New York Stock Exchange (NYSE) is open, as of the close of regular trading on the NYSE. Shares of open-end registered investment companies (including money market mutual funds) are valued at such funds' net asset value. Repurchase agreements are valued at par. Cash may include overnight time deposits at approved financial institutions. 72 Pioneer Solutions Funds | Annual Report | 7/31/17 Fixed-income securities are valued by using prices supplied by independent pricing services, which consider such factors as market prices, market events, quotations from one or more brokers, Treasury spreads, yields, maturities and ratings, or may use a pricing matrix or other fair value methods or techniques to provide an estimated value of the security or instrument. A 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. When independent third party pricing services are unable to supply prices, or when prices or market quotations are considered to be unreliable, the value of that security may be determined using quotations from one or more broker-dealers. Swap agreements, including interest rate swaps, caps and floors (other than centrally cleared swap agreements) are valued at the dealer quotations obtained from reputable International Swap Dealers Association members. Centrally cleared swaps are valued at the daily settlement price provided by the central clearing counterparty. Futures contracts are generally valued at the closing settlement price established by the exchange on which they are traded. Options contracts are generally valued at the mean between the last bid and ask prices on the principal exchange where they are traded. Over-the-counter ("OTC") options and options on swaps ("swaptions") are valued using prices supplied by independent pricing services, which consider such factors as market prices, market events, quotations from one or more brokers, Treasury spreads, yields, maturities and ratings, or may use a pricing matrix or other fair value methods or techniques to provide an estimated value of the security or instrument. Forward foreign currency exchange contracts are valued daily using the foreign exchange rate or, for longer term forward contract positions, the spot currency rate, in each case provided by a third party pricing service. Contracts whose forward settlement date falls between two quoted days are valued by interpolation. Securities for which independent pricing services or broker-dealers are unable to supply prices or for which market prices and/or quotations are not readily available or are considered to be unreliable are valued by a fair valuation team comprised of certain personnel of the Adviser, pursuant to procedures adopted by the Funds' Board of Trustees. The Adviser's fair valuation team uses fair value methods approved by the Valuation Committee of the Board of Trustees. The Adviser's fair valuation team is responsible for Pioneer Solutions Funds | Annual Report | 7/31/17 73 monitoring developments that may impact fair valued securities and for discussing and assessing fair values on an ongoing basis, and at least quarterly, with the Valuation Committee of the Board of Trustees. Inputs used when applying fair value methods to value a security may include credit ratings, the financial condition of the company, current market conditions and comparable securities. The Funds may use fair value methods if it is determined that a significant event has occurred after the close of the exchange or market on which the security trades and prior to the determination of each Fund's net asset value. Examples of a significant event might include political or economic news, corporate restructurings, natural disasters, terrorist activity or trading halts. Thus, the valuation of each Fund's securities may differ significantly from exchange prices and such differences could be material. At July 31, 2017, the Funds held no securities valued using fair value methods (other than to securities valued using prices supplied by independent pricing services, broker-dealers or using a third party insurance industry pricing model). B. Investment Income and Transactions Dividend income and realized capital gain distributions from investment company shares held are recorded on the ex-dividend date. Interest income, including interest on income bearing cash accounts, is recorded on the accrual basis. Dividend and interest income are reported net of unrecoverable foreign taxes withheld at the applicable country rates. Security transactions are recorded as of trade date. Gains and losses on sales of investments are calculated on the identified cost method for both financial reporting and federal income tax purposes. C. Foreign Currency Translation The books and records of the Funds are maintained in U.S. dollars. Amounts denominated in foreign currencies are translated into U.S. dollars using current exchange rates. Net realized gains and losses on foreign currency transactions, if any, represent, among other things, the net realized gains and losses on foreign currency contracts, disposition of foreign currencies and the difference between the amount of income accrued and the U.S. dollars actually received. Further, the effects of changes in foreign currency exchange rates on investments are not segregated in the Statement of Operations from the effects of changes in the market price of those securities but are included with the net realized and unrealized gain or loss on investments. 74 Pioneer Solutions Funds | Annual Report | 7/31/17 D. Forward Foreign Currency Contracts The Funds may enter into forward foreign currency contracts (contracts) for the purchase or sale of a specific foreign currency at a fixed price on a future date. All contracts are marked to market daily at the applicable exchange rates, and any resulting unrealized appreciation or depreciation are recorded in the Funds' financial statements. The Funds record realized gains and losses at the time a contract is offset by entry into a closing transaction or extinguished by delivery of the currency. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of the contracts and from unanticipated movements in the value of foreign currencies relative to the U.S. dollar (see Note 5). E. Federal Income Taxes It is the Funds' policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all taxable income and net realized capital gains, if any, to shareowners. Therefore, no federal income tax provisions are required. Tax years for the prior three fiscal years remain subject to examination by federal and state tax authorities. The amount and character of income and capital gain distributions to shareowners are determined in accordance with federal income tax rules, which may differ from U.S. GAAP. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes. Capital accounts within the financial statements are adjusted for permanent book/tax differences to reflect tax character, but are not adjusted for temporary differences. At July 31, 2017, the Funds reclassified the following amounts to reflect permanent book/tax differences. These adjustments have no impact on the net assets or results of operations.
--------------------------------------------------------------------------- Conservative Fund Balanced Fund Growth Fund --------------------------------------------------------------------------- Undistributed net investment income $ 98,214 $ 198,313 $ (112,783) Accumulated net realized gain on investments (98,214) (198,313) 112,783
At July 31, 2017, Conservative Fund was permitted to carry forward $1,125,215 of short-term capital losses and $505,213 of long-term capital losses without limitations. At July 31, 2017, Balanced Fund was permitted to carry forward $4,426,631 of short-term capital losses and $353,901 of long-term capital losses without limitations. Pioneer Solutions Funds | Annual Report | 7/31/17 75 Growth Fund has elected to defer $1,427,838 of long-term capital losses recognized between August 1, 2016 and July 31, 2017, to its fiscal year ending July 31, 2018. The tax character of current year distributions paid will be determined at the end of the current taxable year. The tax character of distributions paid during the year ended years ended July 31, 2017 and July 31, 2016 were as follows:
--------------------------------------------------------------------------- 2017 2016 --------------------------------------------------------------------------- Conservative Fund Distributions paid from: Ordinary income $1,272,457 $ 1,550,713 Long-term capital gains -- 6,622,753 --------------------------------------------------------------------------- Total $1,272,457 $ 8,173,466 =========================================================================== Balanced Fund Distributions paid from: Ordinary income $3,355,128 $ 4,100,023 Long-term capital gains -- 14,493,043 --------------------------------------------------------------------------- Total $3,355,128 $18,593,066 =========================================================================== Growth Fund Distributions paid from: Ordinary income $3,390,362 $ 3,637,690 Long-term capital gains 1,624,203 22,607,725 --------------------------------------------------------------------------- Total $5,014,565 $26,245,415 ===========================================================================
The following table shows the components of distributable earnings on a federal income tax basis at July 31, 2017:
------------------------------------------------------------------------------ Conservative Fund Balanced Fund Growth Fund ------------------------------------------------------------------------------ Undistributed ordinary income $ 549,667 $ 69,192 $ -- Undistributed long-term capital gains -- -- 6,752,156 Current year late loss deferral -- -- (1,427,838) Capital loss carryforward (1,630,428) (4,780,532) -- Unrealized appreciation/ (depreciation) 1,659,221 14,660,109 35,321,301 ------------------------------------------------------------------------------ Total $ 578,460 $ 9,948,769 $ 40,645,619 ==============================================================================
The differences between book-basis and tax-basis net unrealized appreciation/(depreciation) are attributable to the tax deferral of losses on wash sales. 76 Pioneer Solutions Funds | Annual Report | 7/31/17 F. Fund Shares The Funds record sales and repurchases of Fund shares as of trade date. The Distributor earned the following in underwriting commissions on the sale of Class A shares during the year ended July 31, 2017:
--------------------------------------------------------------------------- Fund Amount --------------------------------------------------------------------------- Conservative Fund $10,370 Balanced Fund 25,241 Growth Fund 59,136
G. Class Allocations Income, common expenses and realized and unrealized gains and losses are calculated at the Fund level and allocated daily to each class of shares based on its respective percentage of adjusted net assets at the beginning of the day. Distribution fees are calculated based on the average daily net asset value attributable to Class A and Class C shares of each Fund, respectively (see Note 4). Class Y shares do not pay distribution fees. All expenses and fees paid to the Funds' transfer agent, for its services are allocated among the class of shares based on the number of accounts in each class and the ratable allocation of related out-of-pocket expenses (see Note 3). Distributions to shareowners are recorded as of the ex-dividend date. Distributions paid by each of the Funds with respect to each class of shares are calculated in the same manner and at the same time, except that net investment income dividends to Class A, Class C, Class R and Class Y shares of each Fund can reflect different transfer agent and distribution expense rates. H. Risks Interest rates in the U.S. recently have been historically low, so the Fund faces a heightened risk that interest rates may rise. A general rise in interest rates may cause investors to move out of fixed income securities on a large scale, which could adversely affect the price and liquidity of fixed income securities and could also result in increased redemptions from the Fund. Some of the underlying funds can invest in either high yield securities or small/emerging growth companies. Investments in these types of securities generally are subject to greater volatility than either higher-grade securities or more established companies in more developed markets, respectively. The Funds' prospectus contains unaudited information regarding the Funds' principal risks. Please refer to that document when considering the Funds' principal risks. Pioneer Solutions Funds | Annual Report | 7/31/17 77 I. Futures Contracts The Funds may enter into futures transactions in order to attempt to hedge against changes in interest rates, securities prices and currency exchange rates or to seek to increase total return. Futures contracts are types of derivatives. All futures contracts entered into by the Funds are traded on a futures exchange. Upon entering into a futures contract, the Funds are required to deposit with a broker an amount of cash or securities equal to the minimum "initial margin" requirements of the associated futures exchange. The amount of cash deposited with the broker as collateral at July 31, 2017, and is included in "Restricted Cash" in the Statement of Assets and Liabilities, was as follows:
--------------------------------------------------------------------------- Conservative Balanced Growth Fund Fund Fund --------------------------------------------------------------------------- Futures Collateral $372,743 $1,341,036 $2,995,903
Subsequent payments for futures contracts ("variation margin") are paid or received by the Funds, depending on the daily fluctuation in the value of the contracts, and are recorded by the Funds as unrealized appreciation or depreciation. When the contract is closed, the Funds realize a gain or loss equal to the difference between the opening and closing value of the contract as well as any fluctuation in foreign currency exchange rates where applicable. The use of futures contracts involves, to varying degrees, elements of market, interest rate, current exchange rate and counterparty risk, which may exceed the amounts recognized by the Fund. Changes in value of the contracts may not directly correlate to the changes in value of the underlying securities. The average value of contracts open during the year ended July 31, 2017, was as follows:
--------------------------------------------------------------------------- Conservative Balanced Growth Fund Fund Fund --------------------------------------------------------------------------- $(1,677,233) $(8,943,397) $(9,067,358)
78 Pioneer Solutions Funds | Annual Report | 7/31/17 At July 31, 2017, open futures contracts were as follows: Pioneer Solutions - Conservative Fund
------------------------------------------------------------------------------------------- Number of Net Contracts Unrealized Long/ Settlement Appreciation Type Counterparty (Short) Month Value (Depreciation) ------------------------------------------------------------------------------------------- CAC40 10 Euro Morgan Stanley 20 8/17 $ 1,204,345 $(34,042) & Co. Hang Seng Morgan Stanley (2) 8/17 (348,601) (5,427) & Co. IBEX 35 Morgan Stanley 2 8/17 248,421 97 & Co. DAX Morgan Stanley (2) 9/17 (716,307) 7,894 & Co. E-Mini Russell 2000 Merrill Lynch (11) 9/17 (783,420) (1,459) E-Muni S&P 500 Merrill Lynch 2 9/17 246,800 1,850 Euro Stoxx Credit Suisse (28) 9/17 (619,445) 16,563 Euro Stoxx 50 Merrill Lynch 27 9/17 1,101,053 (31,765) Euro Stoxx Bank Societe 58 9/17 465,566 13,861 Generale Euro-Bund Morgan Stanley (4) 9/17 (766,380) 11,576 & Co. Euro-Schatz Morgan Stanley (66) 9/17 (8,750,571) 5,478 & Co. FTSE MIB Morgan Stanley (2) 9/17 (254,119) 82 & Co. H-Shares Index UBS AG (9) 9/17 (623,034) (34,626) Japan 10 Year Bond UBS AG (1) 9/17 (1,362,057) 2,087 Nikkei 225 (SGX) Morgan Stanley 12 9/17 1,085,491 11,453 & Co. Stoxx 600 AUTO Morgan Stanley 26 9/17 812,353 (48,338) & Co. Stoxx Europe 600 Goldman Sachs (56) 9/17 (1,247,171) 34,517 International U.S. 10 Year Note Citigroup 8 9/17 1,007,125 (563) XAF Financial UBS AG 7 9/17 539,175 962 XAU Utilities UBS AG 7 9/17 374,920 (1,050) MSCI World IX Goldman Sachs (3) 12/17 (165,570) (3,900) International ------------------------------------------------------------------------------------------- $(8,551,426) $(54,750) ===========================================================================================
Pioneer Solutions Funds | Annual Report | 7/31/17 79 Pioneer Solutions - Balanced Fund
----------------------------------------------------------------------------------------------- Number of Net Contracts Unrealized Long/ Settlement Appreciation Type Counterparty (Short) Month Value (Depreciation) ----------------------------------------------------------------------------------------------- CAC40 10 Euro Morgan Stanley 85 8/17 $ 5,118,466 $(144,679) & Co. Hang Seng Morgan Stanley (9) 8/17 (1,568,704) (24,633) & Co. IBEX 35 Morgan Stanley 6 8/17 745,265 292 & Co. DAX Morgan Stanley (10) 9/17 (3,581,536) 39,469 & Co. E-Mini Russell 2000 Merrill Lynch (47) 9/17 (3,347,340) (6,233) E-Muni S&P 500 Morgan Stanley 42 9/17 5,182,800 41,261 & Co. Euro Stoxx Credit Suisse (121) 9/17 (2,676,887) 71,575 Euro Stoxx 50 Merrill Lynch (45) 9/17 (1,835,088) 52,941 Euro Stoxx Bank Societe 251 9/17 2,014,776 59,983 Generale Euro-Bund Morgan Stanley (11) 9/17 (2,107,544) 31,835 & Co. EURO-Oat UBS AG (38) 9/17 (6,688,539) 26,074 Euro-Schatz Morgan Stanley (130) 9/17 (17,235,974) 10,790 & Co. FTSE MIB Morgan Stanley (6) 9/17 (762,358) 247 & Co. H-Shares Index UBS AG (39) 9/17 (2,699,814) (148,728) Japan 10 Year Bond UBS AG (3) 9/17 (4,086,172) 6,259 Nikkei 225 (SGX) Morgan Stanley 38 9/17 3,437,389 34,403 & Co. Stoxx 600 AUTO Morgan Stanley 82 9/17 2,562,037 (152,452) & Co. Stoxx Europe 600 Goldman Sachs (166) 9/17 (3,696,972) 102,317 International U.S. 10 Year Note Citigroup 33 9/17 4,154,391 (2,320) XAF Financial UBS AG 32 9/17 2,464,800 4,400 XAU Utilities UBS AG 32 9/17 1,713,920 (4,800) MSCI World IX Goldman Sachs (16) 12/17 (883,040) (20,800) International ----------------------------------------------------------------------------------------------- $(23,776,124) $ (22,799) ===============================================================================================
80 Pioneer Solutions Funds | Annual Report | 7/31/17 Pioneer Solutions - Growth Fund
----------------------------------------------------------------------------------------------- Number of Net Contracts Unrealized Long/ Settlement Appreciation Type Counterparty (Short) Month Value (Depreciation) ----------------------------------------------------------------------------------------------- CAC40 10 Euro Morgan Stanley 210 8/17 $ 12,645,621 $(357,443) & Co. Hang Seng Morgan Stanley (21) 8/17 (3,660,310) (56,765) & Co. IBEX 35 Morgan Stanley 15 8/17 1,863,162 730 & Co. DAX Morgan Stanley (26) 9/17 (9,311,993) 102,619 & Co. E-Mini Russell 2000 Merrill Lynch (114) 9/17 (8,119,080) (15,118) E-Muni S&P 500 Credit Suisse 80 9/17 9,872,000 74,562 Euro Stoxx Credit Suisse (293) 9/17 (6,482,049) 173,317 Euro Stoxx 50 Merrill Lynch 47 9/17 1,916,647 (55,295) Euro Stoxx Bank Societe 606 9/17 4,864,358 144,820 Generale Euro-Bund Morgan Stanley (20) 9/17 (3,831,899) 57,882 & Co. Euro-Schatz Morgan Stanley (218) 9/17 (28,903,402) 18,094 & Co. FTSE MIB Morgan Stanley (15) 9/17 (1,905,893) 617 & Co. H-Shares Index UBS AG (95) 9/17 (6,576,469) (362,861) Japan 10 Year Bond UBS AG (5) 9/17 (6,810,286) 10,431 Nikkei 225 (SGX) Morgan Stanley 182 9/17 16,463,286 185,282 & Co. Stoxx 600 AUTO Morgan Stanley 151 9/17 4,717,897 (280,735) & Co. Stoxx Europe 600 Goldman Sachs (331) 9/17 (7,371,673) 204,018 International U.S. 10 Year Note Citigroup 48 9/17 6,042,750 (3,375) XAF Financial UBS AG 80 9/17 6,162,000 11,000 XAU Utilities UBS AG 77 9/17 4,124,120 (11,550) MSCI World IX Goldman Sachs (39) 12/17 (2,152,410) (50,700) International ----------------------------------------------------------------------------------------------- $(16,453,623) $(210,470) ===============================================================================================
J. Option Writing The Funds may write put and covered call options to seek to increase total return. When an option is written, the Funds receive a premium and become obligated to purchase or sell the underlying security at a fixed price upon the exercise of the option. When the Funds write an option, an amount equal to the premium received by the Funds is recorded as a liability and is subsequently adjusted to the current value of the option written. Premiums received from writing options that expire unexercised are treated by the Funds on the expiration date as realized gains from investments. The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a Pioneer Solutions Funds | Annual Report | 7/31/17 81 realized gain or, if the premium is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security in determining whether the Funds have realized a gain or loss. The Funds, as writer of an option, bear the market risk of an unfavorable change in the price of the security underlying the written option. Written call and put option contracts outstanding at year end, if any, are listed at the end of each Fund's Schedule of Investments. The average value of written option contracts open during the year ended July 31, 2017 was as follows:
------------------------------------------------------------------------------------ Conservative Balanced Growth Fund Fund Fund ------------------------------------------------------------------------------------ $(17,933) $(59,264) $(276,455)
Transactions in written options for the year ended July 31, 2017 are summarized as follows: Pioneer Solutions - Conservative Fund
------------------------------------------------------------------------------------- Number of Premium Contracts Received ------------------------------------------------------------------------------------- Options open at beginning of year (12) $ (17,964) Options opened (4,200,644) (184,707) Options closed 483 105,944 Options expired 4,200,173 96,727 ------------------------------------------------------------------------------------- Options open at end of year -- $ --
Pioneer Solutions - Balanced Fund
------------------------------------------------------------------------------------- Number of Premium Contracts Received ------------------------------------------------------------------------------------- Options open at beginning of year (44) $ (65,867) Options opened (24,001,828) (713,285) Options closed 1,371 300,724 Options expired 24,000,501 478,428 ------------------------------------------------------------------------------------- Options open at end of year -- $ --
Pioneer Solutions - Growth Fund
-------------------------------------------------------------------------------------- Number of Premium Contracts Received -------------------------------------------------------------------------------------- Options open at beginning of year (47) $ (195,892) Options opened (85,503,329) (2,513,994) Options closed 2,428 734,773 Options expired 85,500,779 1,400,957 -------------------------------------------------------------------------------------- Options open at end of year (169) $ (574,156)
K. Purchased Options The Funds may purchase put and call options to seek increased total return. Purchased call and put options entitle the Funds to buy and sell a specified number of shares or units of a particular security, currency or index at a 82 Pioneer Solutions Funds | Annual Report | 7/31/17 specified price at a specific date or within a specific period of time. Upon the purchase of a call or put option, the premium paid by the Funds is included in the Statements of Assets and Liabilities as an investment. All premiums are marked-to-market daily, and any unrealized gains or losses are recorded in the Funds' financial statements. As the purchaser of an index option, the Funds have the right to receive a cash payment equal to any depreciation in the value of the index below the strike price of the option (in the case of a put) or equal to any appreciation in the value of the index over the strike price of the option (in the case of a call) as of the valuation date of the option. Premiums paid for purchased call and put options which have expired are treated as realized losses on investments in the Statements of Operations. Upon the exercise or closing of a purchased put option, the premium is offset against the proceeds on the sale of the underlying security or financial instrument in order to determine the realized gain or loss on investments. Upon the exercise or closing of a purchased call option, the premium is added to the cost of the security or financial instrument. The risk associated with purchasing options is limited to the premium originally paid. Purchased option contracts outstanding at year end, if any, are listed at the end of each Fund's Schedule of Investments. The average value of purchased options open during the year ended July 31, 2017 was as follows:
--------------------------------------------------------------------------- Conservative Balanced Growth Fund Fund Fund --------------------------------------------------------------------------- $19,248 $79,765 $994,020
L. Credit Default Swap Agreements A credit default swap is a contract between a buyer of protection and a seller of protection against a pre-defined credit event on an underlying reference obligation, which may be a single security or a basket or index of securities. The Funds may sell or buy credit default swap agreements to seek to increase the Funds' income, or to attempt to hedge the risk of default on Fund securities. A credit default swap index is used to hedge risk or take a position on a basket of credit entities or indices. As a seller of protection, the Funds would be required to pay the notional (or other agreed-upon) value of the referenced debt obligation to the counterparty in the event of a default by a U.S. or foreign corporate issuer of a debt obligation, which would likely result in a loss to the Funds. In return, the Funds would receive from the counterparty a periodic stream of payments during the term of the contract provided that no event of default occurred. The maximum exposure of loss to the seller would be the notional value of the credit default swaps outstanding. If no default occurs, the Funds would keep the stream of payments and would have no payment obligation. The Funds may also buy credit default swap agreements in order to hedge against the risk of default of debt securities, in which case the Funds would function as the counterparty referenced above. Pioneer Solutions Funds | Annual Report | 7/31/17 83 When the Funds enter into a credit default swap agreement, the protection buyer makes an upfront or periodic payment to the protection seller in exchange for the rights to receive a contingent payment. An upfront payment made by the Funds, as the protection buyer, is recorded as an asset in the Statements of Assets and Liabilities. Periodic payments received or paid by the Funds are recorded as realized gains or losses in the Statements of Operations. Credit default swap agreements are marked-to-market daily using valuations supplied by independent sources and the change in value, if any, is recorded as unrealized appreciation or depreciation in the Statements of Assets and Liabilities. Payments received or made as a result of a credit event or upon termination of the contract are recognized, net of the appropriate amount of the upfront payment, as realized gains or losses in the Statements of Operations. Certain swap agreements that are cleared through a central clearinghouse are referred to as centrally cleared swaps. All payments made or received by the Funds are pursuant to a centrally cleared swap agreement with the central clearing party rather than the original counterparty. Upon entering into a centrally cleared swap agreement, the Funds are required to make an initial margin deposit, either in cash or in securities. The daily change in value on open centrally cleared contracts is recorded as variation margin on centrally cleared swaps on the Statements of Assets and Liabilities. Credit default swap agreements involving the sale of protection may involve greater risks than if the Funds had invested in the referenced debt instrument directly. Credit default swap agreements are subject to general market risk, liquidity risk, counterparty risk and credit risk. If a Fund is a protection buyer and no credit event occurs, it will lose its investment. If a Fund is a protection seller and a credit event occurs, the value of the referenced debt instrument received by that Fund, together with the periodic payments received, may be less than the amount that Fund pays to the protection buyer, resulting in a loss to that Fund. There were no open credit default swap agreements at July 31, 2017. M. Inflation Rate Swap Agreements The Funds may enter into inflation rate swap agreements to attempt to hedge against inflation. Pursuant to the inflation rate swap agreement, the Funds negotiate with a counterparty to exchange a periodic stream of payments, based on a benchmark inflation index. One cash flow stream will typically be a floating rate payment linked to the specified inflation index while the other is typically a fixed interest rate. 84 Pioneer Solutions Funds | Annual Report | 7/31/17 Inflation rate swap agreements are marked-to-market daily using valuations supplied by independent sources and the change in value, if any, is recorded as unrealized appreciation or depreciation in the Statements of Assets and Liabilities. Inflation rate swaps are normally issued on a zero coupon basis where all payments compound during the life of the contract and are netted upon the termination or maturity of the contract. Final payments received or paid by the Funds are recorded as realized gains or losses in the Statements of Operations. Inflation rate swap agreements are subject to movements in interest rates. There were no open inflation rate swap agreements at July 31, 2017. The average value of inflation rate swap agreements open during the year ended July 31, 2017 was as follows:
--------------------------------------------------------------------------- Conservative Balanced Growth Fund Fund Fund --------------------------------------------------------------------------- $(29,602) $(91,273) $(151,710)
N. Interest Rate Swap Agreements The Funds may enter into interest rate swaps to attempt to hedge against interest rate fluctuations or to enhance their income. Pursuant to the interest rate swap agreement, the Funds negotiate with a counterparty to exchange a periodic stream of payments based on a benchmark interest rate. One cash flow stream will typically be a floating rate payment based upon the specified floating benchmark interest rate while the other is typically a fixed interest rate. Payment flows are usually netted against each other, with the difference being paid by one party to the other on a monthly basis. Periodic payments received or paid by the Funds are recorded as realized gains or losses in the Statements of Operations. Interest rate swap agreements are marked-to-market daily using valuations supplied by independent sources and the change in value, if any, is recorded as unrealized appreciation or depreciation in the Statements of Assets and Liabilities. Interest rate swap agreements are subject to counterparty risk and movements in interest rates. Certain swap contracts that are cleared through a central clearinghouse are referred to as centrally cleared swaps. All payments made or received by the Funds are pursuant to a centrally cleared swap agreement with the central clearing party rather than the original counterparty. Upon entering into a centrally cleared swap agreement, the Funds are required to make an initial margin deposit, either in cash or in securities. The daily change in value on open centrally cleared swap agreements is recorded as variation margin on centrally cleared swaps on the Statement of Assets and Liabilities. Pioneer Solutions Funds | Annual Report | 7/31/17 85 Open interest rate swap agreements at period end are listed at the end of each Fund's Schedule of Investments. The average value of interest rate swap agreements open during the year ended July 31, 2017 was as follows:
--------------------------------------------------------------------------- Conservative Balanced Growth Fund Fund Fund --------------------------------------------------------------------------- $(7,822) $(26,406) $ (55,855)
The amount of cash deposited with the broker as collateral at July 31, 2017, and is included in "Restricted Cash" in the statement of Assets and Liabilities, was as follows:
--------------------------------------------------------------------------- Conservative Balanced Growth Fund Fund Fund --------------------------------------------------------------------------- $103,857 $434,100 $1,224,441
2. Management Agreement The Adviser, manages the Funds' portfolios. Management fees for each Fund are calculated daily at an annual rate equal to 0.13% of the Fund's average daily net assets up to $2.5 billion; 0.11% of the Fund's average daily net assets over $2.5 billion up to $4 billion; 0.10% of the Fund's average daily net assets over $4 billion up to $5.5 billion; and 0.08% of the Fund's average daily net assets over $5.5 billion. For the year ended July 31, 2017, the effective management fee for each Fund was equivalent to 0.13% of the Fund's average daily net assets. Fees waived and expenses reimbursed during the year ended July 31, 2017 are reflected in the Statements of Operations. In addition, under the management and administration agreements, certain other services and costs, including accounting, regulatory reporting and insurance premiums, are paid by the Funds as administrative reimbursements. Included in "Due to affiliates" reflected on the Statements of Assets and Liabilities are the following amounts payable to the Adviser, at July 31, 2017:
-------------------------------------------------------------------------------- Fund Amount -------------------------------------------------------------------------------- Conservative Fund $1,792 Balanced Fund 6,331 Growth Fund 7,868
86 Pioneer Solutions Funds | Annual Report | 7/31/17 The Adviser has contractually agreed to limit ordinary operating expenses to the extent required to reduce fund expenses, other than underlying fund fees and expenses, as follows. These expense limitations are in effect through December 1, 2019. There can be no assurance that the Adviser will extend the expense limitation agreement for a class of shares beyond the date referred to above:
-------------------------------------------------------------------------------- Fund Class A Class C Class R Class Y -------------------------------------------------------------------------------- Conservative Fund 0.70% 1.45% 0.90% 0.65% Balanced Fund 0.70% 1.45% 0.90% -- Growth Fund 0.70% 1.45% 0.90% --
3. Transfer Agent Boston Financial Data Services, Inc. serves as the transfer agent to the Funds at negotiated rates. Transfer agent fees and payables shown on the Statement of Operations and the Statement of Assets and Liabilities, respectively, include sub-transfer agent expenses incurred through the Funds' omnibus relationship contracts. In addition, the Funds reimburses the transfer agent for out-of-pocket expenses incurred by the transfer agent related to shareowner communications activities, such as proxy and statement mailings, outgoing phone calls. For the year ended July 31, 2017, such out-of-pocket expenses by class of shares were as follows:
-------------------------------------------------------------------------------- Conservative Balanced Growth Shareowner Communications Fund Fund Fund -------------------------------------------------------------------------------- Class A $5,284 $17,375 $43,575 Class C 1,296 5,287 8,557 Class R 11 11 10 Class Y 30 302 230 -------------------------------------------------------------------------------- Total $6,621 $22,975 $52,372 ================================================================================
4. Distribution and Service Plans The Funds have adopted a Distribution Plan (the Plan) pursuant to Rule 12b-1 of the Investment Company Act of 1940 with respect to Class A and Class C shares. Pursuant to the Plan, each Fund pays the Distributor 0.25% of the Fund's average daily net assets attributable to Class A shares as compensation for personal services and/or account maintenance services or distribution services with respect to Class A shares. Pursuant to the Plan, each Fund also pays the Distributor 1.00% of the average daily net assets attributable to Class C shares. The fee for Class C shares consists of a 0.25% service fee and a 0.75% distribution fee paid as compensation for personal services and/or account maintenance services or distribution services with regard to Class C shares. Pioneer Solutions Funds | Annual Report | 7/31/17 87 Included in "Due to affiliates" reflected on the Statements of Assets and Liabilities are the following amounts in distribution fees payable to the Distributor at July 31, 2017:
-------------------------------------------------------------------------------- Fund Amount -------------------------------------------------------------------------------- Conservative Fund $ 8,294 Balanced Fund 25,715 Growth Fund 42,143
The Funds also have adopted a separate service plan for Class R shares (Service Plan). The Service Plan authorizes the Funds to pay securities dealers, plan administrators or other service organizations that agree to provide certain services to retirement plans or plan participants holding shares of the Funds a distribution fee of up to 0.50% of the Fund's average daily net assets attributable to Class R shares held by such plans. In addition, redemptions of each class of shares (except Class Y shares) may be subject to a contingent deferred sales charge (CDSC). A CDSC of 1.00% may be imposed on redemptions of certain net asset value purchases of Class A shares within 12 months of purchase. Redemptions of Class C shares within 12 months of purchase are subject to a CDSC of 1.00% based on the lower of cost or market value of shares being redeemed. Shares purchased as part of an exchange remain subject to any CDSC that applied to the original purchase of those shares. There is no CDSC for Class Y shares. Proceeds from the CDSCs are paid to the Distributor. For the year ended July 31, 2017, the following CDSCs were paid to the Distributor:
-------------------------------------------------------------------------------- Fund Amount -------------------------------------------------------------------------------- Conservative Fund $ 2,226 Balanced Fund 6,609 Growth Fund 14,592
5. Forward Foreign Currency Contracts During the year ended July 31, 2017, the Funds had entered into various forward foreign currency contracts that obligate the Funds to deliver or take delivery of currencies at specified future maturity dates. Alternatively, prior to the settlement date of a forward foreign currency contract, the Funds may close out such contract by entering into an offsetting contract. The average value of contracts open during the year ended July 31, 2017, were as follows:
-------------------------------------------------------------------------------- Conservative Balanced Growth Fund Fund Fund -------------------------------------------------------------------------------- $(2,754,480) $(15,173,809) $(17,464,106)
88 Pioneer Solutions Funds | Annual Report | 7/31/17 Open forward foreign currency contracts at July 31, 2017, were as follows: Pioneer Solutions - Conservative Fund
---------------------------------------------------------------------------------------------- In Currency Currency Exchange Settlement Unrealized Sold Deliver Purchased for Counterparty Date Appreciation ---------------------------------------------------------------------------------------------- CZK 8,871,654 EUR 340,000 Goldman Sachs 10/24/17 $ 18,652 International EUR 340,000 CZK 9,077,320 Goldman Sachs 10/24/17 57,324 International EUR 490,000 SEK 4,715,585 Goldman Sachs 10/19/17 31,833 International GBP 225,433 EUR 256,248 Goldman Sachs 10/19/17 13,975 International ILS 1,691,557 USD 480,000 Goldman Sachs 10/19/17 3,417 International NOK 1,450,000 SEK 1,460,687 Goldman Sachs 10/19/17 8,106 International SEK 2,132,091 EUR 220,000 Goldman Sachs 10/19/17 11,316 International SEK 3,448,138 NOK 3,420,000 Goldman Sachs 10/19/17 28,376 International USD 328,546 AUD 425,000 Morgan Stanley 10/19/17 10,997 & Co. USD 115,000 BRL 382,824 Goldman Sachs 10/18/17 6,181 International USD 115,000 COP 355,580,000 Morgan Stanley 10/18/17 3,003 & Co. USD 115,000 IDR 1,561,125,000 Morgan Stanley 10/18/17 1,173 & Co. USD 111,472 MXN 2,081,471 Goldman Sachs 10/19/17 3,928 International USD 108,335 TRY 405,093 Barclays Bank 10/19/17 4,195 ---------------------------------------------------------------------------------------------- Total $ 202,476 ==============================================================================================
Pioneer Solutions Funds | Annual Report | 7/31/17 89
---------------------------------------------------------------------------------------------- In Currency Currency Exchange Settlement Unrealized Sold Deliver Purchased for Counterparty Date Depreciation ---------------------------------------------------------------------------------------------- AUD 1,055,000 USD 800,574 Barclays Bank 10/19/17 $ (42,293) CZK 8,871,654 EUR 340,000 Goldman Sachs 10/24/17 (19,539) International EUR 340,000 CZK 9,077,320 Goldman Sachs 10/24/17 (47,049) International EUR 490,000 SEK 4,715,585 Goldman Sachs 10/19/17 (27,630) International EUR 33,358 USD 38,083 Goldman Sachs 10/19/17 (1,550) International GBP 225,433 EUR 256,248 Goldman Sachs 10/19/17 (7,798) International GBP 815,000 USD 1,057,335 Goldman Sachs 10/19/17 (20,985) International JPY 96,506,639 USD 855,265 Goldman Sachs 10/19/17 (23,334) International KRW 330,610,625 USD 287,500 Barclays Bank 10/18/17 (7,776) KRW 396,612,000 USD 345,000 Goldman Sachs 10/18/17 (9,223) International NOK 1,450,000 SEK 1,460,687 Goldman Sachs 10/19/17 (10,989) International SEK 2,132,091 EUR 220,000 Goldman Sachs 10/19/17 (15,055) International SEK 3,448,138 NOK 3,420,000 Goldman Sachs 10/19/17 (21,941) International TWD 8,787,438 USD 287,500 Goldman Sachs 10/18/17 (4,308) International ---------------------------------------------------------------------------------------------- Total $(259,470) ==============================================================================================
AUD Australian Dollar BRL Brazilian Real COP Colombian Peso CZK Czech Koruna EUR Euro GBP Great British Pound IDR Indonesian Rupiah ILS Israeli New Shekel JPY Japanese Yen KRW Korean Won MXN Mexican Peso NOK Norwegian Krone SEK Swedish Krona TRY Turkish Lira TWD Taiwan New Dollar 90 Pioneer Solutions Funds | Annual Report | 7/31/17 Pioneer Solutions - Balanced Fund
---------------------------------------------------------------------------------------------- In Currency Currency Exchange Settlement Unrealized Sold Deliver Purchased for Counterparty Date Appreciation ---------------------------------------------------------------------------------------------- CZK 38,356,858 EUR 1,470,000 Goldman Sachs 10/24/17 $ 80,641 International EUR 1,470,000 CZK 39,335,240 Goldman Sachs 10/24/17 247,518 International EUR 2,145,000 SEK 20,642,715 Goldman Sachs 10/19/17 139,350 International GBP 971,866 EUR 1,104,714 Goldman Sachs 10/19/17 60,250 International ILS 7,330,079 USD 2,080,000 Goldman Sachs 10/19/17 14,809 International NOK 6,300,000 SEK 6,346,431 Goldman Sachs 10/19/17 35,217 International SEK 9,012,932 EUR 930,000 Goldman Sachs 10/19/17 47,838 International SEK 15,022,591 NOK 14,900,000 Goldman Sachs 10/19/17 123,628 International USD 1,391,490 AUD 1,800,000 Morgan Stanley 10/19/17 46,577 & Co. USD 500,000 BRL 1,664,450 Goldman Sachs 10/18/17 26,872 International USD 500,000 COP 1,546,000,000 Morgan Stanley 10/18/17 13,055 & Co. USD 500,000 IDR 6,787,500,000 Morgan Stanley 10/18/17 5,102 & Co. USD 484,660 MXN 9,049,875 Goldman Sachs 10/19/17 17,076 International USD 471,020 TRY 1,761,275 Barclays Bank 10/19/17 18,238 ---------------------------------------------------------------------------------------------- Total $ 876,171 ==============================================================================================
Pioneer Solutions Funds | Annual Report | 7/31/17 91
---------------------------------------------------------------------------------------------- In Currency Currency Exchange Settlement Unrealized Sold Deliver Purchased for Counterparty Date Depreciation ---------------------------------------------------------------------------------------------- AUD 4,535,000 USD 3,441,331 Barclays Bank 10/19/17 $ (181,799) CZK 38,356,858 EUR 1,470,000 Goldman Sachs 10/24/17 (84,477) International EUR 1,470,000 CZK 39,335,240 Goldman Sachs 10/24/17 (199,024) International EUR 2,145,000 SEK 20,642,715 Goldman Sachs 10/19/17 (120,952) International EUR 6,226,227 USD 7,108,047 Goldman Sachs 10/19/17 (289,263) International GBP 971,866 EUR 1,104,714 Goldman Sachs 10/19/17 (33,620) International GBP 3,085,000 USD 4,002,305 Goldman Sachs 10/19/17 (79,435) International JPY 377,541,058 USD 3,345,859 Goldman Sachs 10/19/17 (91,285) International KRW 1,437,437,500 USD 1,250,000 Barclays Bank 10/18/17 (33,809) KRW 1,712,904,000 USD 1,490,000 Goldman Sachs 10/18/17 (39,834) International NOK 6,300,000 SEK 6,346,431 Goldman Sachs 10/19/17 (47,744) International SEK 9,012,932 EUR 930,000 Goldman Sachs 10/19/17 (63,642) International SEK 15,022,591 NOK 14,900,000 Goldman Sachs 10/19/17 (95,589) International TWD 38,206,250 USD 1,250,000 Goldman Sachs 10/18/17 (18,730) International ---------------------------------------------------------------------------------------------- Total $(1,379,203) ==============================================================================================
AUD Australian Dollar BRL Brazilian Real COP Colombian Peso CZK Czech Koruna EUR Euro GBP Great British Pound IDR Indonesian Rupiah ILS Israeli New Shekel JPY Japanese Yen KRW Korean Won MXN Mexican Peso NOK Norwegian Krone SEK Swedish Krona TRY Turkish Lira TWD Taiwan New Dollar 92 Pioneer Solutions Funds | Annual Report | 7/31/17 Pioneer Solutions - Growth Fund
---------------------------------------------------------------------------------------------- In Currency Currency Exchange Settlement Unrealized Sold Deliver Purchased for Counterparty Date Appreciation ---------------------------------------------------------------------------------------------- CAD 103,525 EUR 70,048 Goldman Sachs 10/19/17 $ 3,820 International CZK 89,760,267 EUR 3,440,000 Goldman Sachs 10/24/17 188,711 International EUR 3,440,000 CZK 92,150,520 Goldman Sachs 10/24/17 578,860 International EUR 5,215,000 SEK 50,187,300 Goldman Sachs 10/19/17 338,793 International GBP 2,404,617 EUR 2,733,313 Goldman Sachs 10/19/17 149,071 International ILS 18,043,272 USD 5,120,000 Goldman Sachs 10/19/17 36,453 International NOK 15,600,000 SEK 15,714,972 Goldman Sachs 10/19/17 87,204 International SEK 22,193,133 EUR 2,290,000 Goldman Sachs 10/19/17 117,795 International SEK 37,001,953 NOK 36,700,000 Goldman Sachs 10/19/17 304,505 International USD 3,277,732 AUD 4,240,000 Morgan Stanley 10/19/17 109,715 & Co. USD 1,245,000 BRL 4,144,481 Goldman Sachs 10/18/17 66,912 International USD 1,245,000 COP 3,849,540,000 Morgan Stanley 10/18/17 32,508 & Co. USD 1,245,000 IDR 16,900,875,000 Morgan Stanley 10/18/17 12,704 & Co. USD 1,458,158 JPY 164,515,781 Barclays Bank 10/19/17 39,598 USD 1,177,725 MXN 21,991,196 Goldman Sachs 10/19/17 41,496 International USD 1,144,578 TRY 4,279,898 Barclays Bank 10/19/17 44,317 ---------------------------------------------------------------------------------------------- Total $ 2,152,462 ==============================================================================================
Pioneer Solutions Funds | Annual Report | 7/31/17 93
---------------------------------------------------------------------------------------------- In Currency Currency Exchange Settlement Unrealized Sold Deliver Purchased for Counterparty Date Depreciation ---------------------------------------------------------------------------------------------- AUD 10,325,000 USD 7,835,004 Barclays Bank 10/19/17 $ (413,909) CAD 103,525 EUR 70,048 Goldman Sachs 10/19/17 (3,794) International CZK 89,760,267 EUR 3,440,000 Goldman Sachs 10/24/17 (197,689) International EUR 3,440,000 CZK 92,150,520 Goldman Sachs 10/24/17 (460,779) International EUR 5,215,000 SEK 50,187,300 Goldman Sachs 10/19/17 (294,063) International EUR 798,672 USD 911,788 Goldman Sachs 10/19/17 (37,105) International GBP 2,404,617 EUR 2,733,313 Goldman Sachs 10/19/17 (83,184) International GBP 7,375,000 USD 9,567,910 Goldman Sachs 10/19/17 (189,898) International KRW 3,579,219,375 USD 3,112,500 Barclays Bank 10/18/17 (84,183) KRW 4,179,945,600 USD 3,636,000 Goldman Sachs 10/18/17 (97,205) International NOK 15,600,000 SEK 15,714,972 Goldman Sachs 10/19/17 (118,224) International SEK 22,193,133 EUR 2,290,000 Goldman Sachs 10/19/17 (156,709) International SEK 37,001,953 NOK 36,700,000 Goldman Sachs 10/19/17 (235,444) International TWD 95,133,563 USD 3,112,500 Goldman Sachs 10/18/17 (46,639) International ---------------------------------------------------------------------------------------------- Total $(2,418,825) ==============================================================================================
AUD Australian Dollar BRL Brazilian Real CAD Canadian Dollar COP Colombian Peso CZK Czech Koruna EUR Euro GBP Great British Pound IDR Indonesian Rupiah ILS Israeli New Shekel JPY Japanese Yen KRW Korean Won MXN Mexican Peso NOK Norwegian Krone SEK Swedish Krona TRY Turkish Lira TWD Taiwan New Dollar 94 Pioneer Solutions Funds | Annual Report | 7/31/17 6. Assets and Liabilities Offsetting The Funds have entered into an International Swaps and Derivatives Association, Inc. Master Agreement ("ISDA Master Agreement") or similar agreement with substantially all their derivative counterparties. An ISDA Master Agreement is a bilateral agreement between the Funds and a counterparty that governs the trading of certain OTC derivatives and typically contains, among other things, close-out and set-off provisions which apply upon the occurrence of event of a default and/or termination event as defined under the relevant ISDA Master Agreement. The ISDA Master Agreement may also give a party the right to terminate all transactions traded under such agreement if, among other things, there is deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions under such agreement and to net amounts owed under each transaction to determine one net amount payable by one party to the other. The right to close out and net payments across all transactions under the ISDA Master Agreement could result in a reduction of the Funds' credit risk to their counterparty equal to any amounts payable by the Funds under the applicable transactions, if any. However, the Funds' right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific ISDA counterparty is subject. The collateral requirements for derivatives transactions under an ISDA Master Agreement are governed by a credit support annex to the ISDA Master Agreement. Collateral requirements are generally determined at the close of business each day and are typically based on changes in market values for each transaction under an ISDA Master Agreement and netted into one amount for such agreement. Generally, the amount of collateral due from or to a counterparty is subject to threshold (a "minimum transfer amount") before a transfer is required, which may vary by counterparty. Collaterals pledged for the benefit of the Funds and/or counterparty are held in segregated accounts by the Funds' custodian and cannot be sold, re-pledged, assigned or otherwise used while pledged. Cash that has been segregated to cover the Funds' collateral obligations, if any, will be reported separately in the Statements of Assets and Liabilities as "Restricted Cash." Securities pledged by the Funds as collateral, if any, are identified as such in the Schedules of Investments. Financial instruments subject to an enforceable master netting agreement such as an ISDA Master Agreement have been offset on the Statements of Assets and Liabilities. The following charts show gross assets and liabilities of the Funds as of July 31, 2017. Pioneer Solutions Funds | Annual Report | 7/31/17 95 Pioneer Solutions - Conservative Fund
--------------------------------------------------------------------------------------------- Derivative Assets Subject to Derivatives Non-Cash Cash Net Amount Master Netting Available Collateral Collateral of Derivative Counterparty Agreement for Offset Received (a) Received (a) Assets (b) --------------------------------------------------------------------------------------------- Barclays Bank $ 4,195 $ (4,195) $ -- $ -- $ -- Goldman Sachs International 183,108 (183,108) -- -- -- Morgan Stanley & Co. 15,173 -- -- -- 15,173 --------------------------------------------------------------------------------------------- Total $202,476 $ (187,303) $ -- $ -- $ 15,173 =============================================================================================
----------------------------------------------------------------------------------------------- Derivative Liabilities Subject to Derivatives Non-Cash Cash Net Amount Master Netting Available Collateral Collateral of Derivative Counterparty Agreement for Offset Pledged (a) Pledged (a) Liabilities (c) ----------------------------------------------------------------------------------------------- Barclays Bank $ 50,069 $ (4,195) $ -- $ -- $45,874 Goldman Sachs International 209,401 (183,108) -- -- 26,293 UBS AG 7,009 -- -- (7,009) -- ----------------------------------------------------------------------------------------------- Total $266,479 $ (187,303) $ -- $ (7,009) $72,167 ===============================================================================================
Pioneer Solutions - Balanced Fund
--------------------------------------------------------------------------------------------- Derivative Assets Subject to Derivatives Non-Cash Cash Net Amount Master Netting Available Collateral Collateral of Derivative Counterparty Agreement for Offset Received (a) Received (a) Assets (b) --------------------------------------------------------------------------------------------- Barclays Bank $ 18,238 $ (18,238) $ -- $ -- $ -- Goldman Sachs International 793,199 (793,199) -- -- -- Morgan Stanley & Co. 64,734 -- -- -- 64,734 --------------------------------------------------------------------------------------------- Total $876,171 $ (811,437) $ -- $ -- $ 64,734 =============================================================================================
----------------------------------------------------------------------------------------------- Derivative Liabilities Subject to Derivatives Non-Cash Cash Net Amount Master Netting Available Collateral Collateral of Derivative Counterparty Agreement for Offset Pledged (a) Pledged (a) Liabilities (c) ----------------------------------------------------------------------------------------------- Barclays Bank $ 215,608 $ (18,238) $ -- $ -- $197,370 Goldman Sachs International 1,163,595 (793,199) -- -- 370,396 UBS AG 21,053 -- -- (21,053) -- ----------------------------------------------------------------------------------------------- Total $1,400,256 $ (811,437) $ -- $ (21,053) $567,766 ===============================================================================================
96 Pioneer Solutions Funds | Annual Report | 7/31/17 Pioneer Solutions - Growth Fund
---------------------------------------------------------------------------------------------- Derivative Assets Subject to Derivatives Non-Cash Cash Net Amount Master Netting Available Collateral Collateral of Derivative Counterparty Agreement for Offset Received (a) Received (a) Assets (b) ---------------------------------------------------------------------------------------------- Barclays Bank $ 83,915 $ (83,915) $ -- $ -- $ -- Goldman Sachs International 1,913,620 (1,913,620) -- -- -- Morgan Stanley & Co. 154,927 -- -- -- 154,927 ---------------------------------------------------------------------------------------------- Total $2,152,462 $(1,997,535) $ -- $ -- $154,927 ==============================================================================================
----------------------------------------------------------------------------------------------- Derivative Liabilities Subject to Derivatives Non-Cash Cash Net Amount Master Netting Available Collateral Collateral of Derivative Counterparty Agreement for Offset Pledged (a) Pledged (a) Liabilities (c) ----------------------------------------------------------------------------------------------- Barclays Bank $ 498,092 $ (83,915) $ -- $ -- $414,177 Goldman Sachs International 1,920,733 (1,913,620) -- -- 7,113 UBS AG 38,614 -- -- (38,614) -- ----------------------------------------------------------------------------------------------- Total $2,457,439 $(1,997,535) $ -- $(38,614) $421,290 ===============================================================================================
(a) The amount presented here may be less than the total amount of collateral received/pledged as the net amount of derivative assets and liabilities cannot be less than $0. (b) Represents the net amount due from the counterparty in the event of default. (c) Represents the net amount payable to the counterparty in the event of default. 7. Additional Disclosures about Derivative Instruments and Hedging Activities The Funds' use of derivatives subjects them to the following risks: Interest rate risk relates to the fluctuations in the value of interest-bearing securities due to changes in the prevailing levels of market interest rates. Credit risk relates to the ability of the issuer of a financial instrument to make further principal or interest payments on an obligation or commitment that it has to the Funds. Foreign exchange rate risk relates to fluctuations in the value of an asset or liability due to changes in currency exchange rates. Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment. Pioneer Solutions Funds | Annual Report | 7/31/17 97 Commodity risk relates to the risk that the value of a commodity or commodity index will fluctuate based on increases or decreases in the commodities market and factors specific to a particular industry or commodity. The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure at July 31, 2017 was as follows: Pioneer Solutions - Conservative Fund
-------------------------------------------------------------------------------------- Statement of Assets and Liabilities Foreign Interest Credit Exchange Equity Commodity Rate Risk Risk Risk Risk Risk -------------------------------------------------------------------------------------- Assets: Unrealized appreciation on futures contracts* $19,141 $ -- $ -- $ 87,279 $ -- Unrealized appreciation on centrally cleared interest rate swap agreements 19,227 -- -- -- -- Unrealized appreciation on forward foreign currency contracts -- -- 202,476 -- -- -------------------------------------------------------------------------------------- Total Value $38,368 $ -- $202,476 $ 87,279 $ -- ====================================================================================== Liabilities: Unrealized depreciation on futures contracts* $ 563 $ -- $ -- $160,607 $ -- Unrealized depreciation on centrally cleared interest rate swap agreements 39,513 -- -- -- -- Unrealized depreciation on interest rate swap agreement 7,009 -- -- -- -- Unrealized depreciation on forward foreign currency contracts -- -- 259,470 -- -- -------------------------------------------------------------------------------------- Total Value $47,085 $ -- $259,470 $160,607 $ -- ======================================================================================
* Reflects unrealized appreciation/depreciation on futures contracts (see Note 1I). The current day's variation margin is disclosed on the Statement of Assets and Liabilities. 98 Pioneer Solutions Funds | Annual Report | 7/31/17 Pioneer Solutions - Balanced Fund
-------------------------------------------------------------------------------------- Statement of Assets and Liabilities Foreign Interest Credit Exchange Equity Commodity Rate Risk Risk Risk Risk Risk -------------------------------------------------------------------------------------- Assets: Unrealized appreciation on futures contracts* $ 74,958 $ -- $ -- $406,888 $ -- Unrealized appreciation on centrally cleared interest rate swap agreements 80,129 -- -- -- -- Unrealized appreciation on forward foreign currency contracts -- -- 876,171 -- -- -------------------------------------------------------------------------------------- Total Value $ 155,087 $ -- $ 876,171 $406,888 $ -- ====================================================================================== Liabilities: Unrealized depreciation on futures contracts* $ 2,320 $ -- $ -- $502,325 $ -- Unrealized depreciation on centrally cleared interest rate swap agreements 145,868 -- -- -- -- Unrealized depreciation on interest rate swap agreement 21,053 -- -- -- -- Unrealized depreciation on forward foreign currency contracts -- -- 1,379,203 -- -- -------------------------------------------------------------------------------------- Total Value $ 169,241 $ -- $1,379,203 $502,325 $ -- ======================================================================================
* Reflects unrealized appreciation/depreciation on futures contracts (see Note 1I). The current day's variation margin is disclosed on the Statement of Assets and Liabilities. Pioneer Solutions Funds | Annual Report | 7/31/17 99 Pioneer Solutions - Growth Fund
---------------------------------------------------------------------------------------- Statement of Assets and Liabilities Foreign Interest Credit Exchange Equity Commodity Rate Risk Risk Risk Risk Risk ---------------------------------------------------------------------------------------- Assets: Unrealized appreciation on futures contracts* $ 86,407 $ -- $ -- $ 896,965 $ -- Unrealized appreciation on centrally cleared interest rate swap agreements 193,686 -- -- -- -- Unrealized appreciation on forward foreign currency contracts -- -- 2,152,462 -- -- ---------------------------------------------------------------------------------------- Total Value $280,093 $ -- $2,152,462 $ 896,965 $ -- ======================================================================================== Liabilities: Unrealized depreciation on futures contracts* $ 3,375 $ -- $ -- $1,190,467 $ -- Unrealized depreciation on centrally cleared interest rate swap agreements 329,116 -- -- -- -- Unrealized depreciation on interest rate swap agreement 38,614 -- -- -- -- Written options -- -- -- 70,980 -- Unrealized depreciation on forward foreign currency contracts -- -- 2,418,825 -- -- ---------------------------------------------------------------------------------------- Total Value $371,105 $ -- $2,418,825 $1,261,447 $ -- ========================================================================================
* Reflects unrealized appreciation/depreciation on futures contracts (see Note 1I). The current day's variation margin is disclosed on the Statement of Assets and Liabilities. 100 Pioneer Solutions Funds | Annual Report | 7/31/17 The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations by risk exposure at July 31, 2017 was as follows: Pioneer Solutions - Conservative Fund
----------------------------------------------------------------------------------------- Statement of Operations Foreign Interest Credit Exchange Equity Commodity Rate Risk Risk Risk Risk Risk ----------------------------------------------------------------------------------------- Net realized gain (loss): Futures contracts $ (466,192) $ -- $ -- $ (165,978) $ -- Swap agreements (125,892) (504) -- -- -- Written options -- -- 65,751 (45,027) -- Forward foreign currency contracts* -- -- 196,312 -- -- ----------------------------------------------------------------------------------------- Total Value $ (592,084) $ (504) $ 262,063 $ (211,005) $ -- ========================================================================================= Change in net unrealized appreciation (depreciation) on: Futures contracts $ 8,154 $ -- $ -- $ 104,157 $ -- Swap agreements 93,909 -- -- -- -- Written options -- -- -- (17,544) -- Forward foreign currency contracts* -- -- (22,456) -- -- ----------------------------------------------------------------------------------------- Total Value $ 102,063 $ -- $ (22,456) $ 86,613 $ -- =========================================================================================
* Included in the amount shown on the Statement of Operations as forward foreign currency contracts and other assets and liabilities denominated in foreign currencies. Pioneer Solutions - Balanced Fund
------------------------------------------------------------------------------------------ Statement of Operations Foreign Interest Credit Exchange Equity Commodity Rate Risk Risk Risk Risk Risk ------------------------------------------------------------------------------------------ Net realized gain (loss): Futures contracts $ (1,505,982) $ -- $ -- $ (2,035,895) $ -- Swap agreements (389,069) (397) -- -- -- Written options -- -- 375,722 (112,942) -- Forward foreign currency contracts* -- -- 527,379 -- -- ------------------------------------------------------------------------------------------ Total Value $ (1,895,051) $ (397) $ 903,101 $ (2,148,837) $ -- ========================================================================================== Change in net unrealized appreciation (depreciation) on: Futures contracts $ 57,267 $ -- $ -- $ 448,733 $ -- Swap agreements 288,358 -- -- -- -- Written options -- -- -- (64,327) -- Forward foreign currency contracts* -- -- (340,871) -- -- ------------------------------------------------------------------------------------------ Total Value $ 345,625 $ -- $ (340,871) $ 384,406 $ -- ==========================================================================================
* Included in the amount shown on the Statement of Operations as forward foreign currency contracts and other assets and liabilities denominated in foreign currencies. Pioneer Solutions Funds | Annual Report | 7/31/17 101 Pioneer Solutions - Growth Fund
------------------------------------------------------------------------------------------ Statement of Operations Foreign Interest Credit Exchange Equity Commodity Rate Risk Risk Risk Risk Risk ------------------------------------------------------------------------------------------ Net realized gain (loss): Futures contracts $ (956,125) $ -- $ -- $ (897,401) $ -- Swap agreements (644,384) (283) -- -- -- Written options -- -- 1,338,510 (148,326) -- Forward foreign currency contracts* -- -- 515,689 -- -- ------------------------------------------------------------------------------------------ Total Value $ (1,600,509) $ (283) $ 1,854,199 $ (1,045,727) $ -- ========================================================================================== Change in net unrealized appreciation (depreciation) on: Futures contracts $ 408,506 $ -- $ -- $ 867,443 $ -- Swap agreements 442,592 -- -- -- -- Written options -- -- -- 385,539 -- Forward foreign currency contracts* -- -- 5,107 -- -- ------------------------------------------------------------------------------------------ Total Value $ 851,098 $ -- $ 5,107 $ 1,252,982 $ -- ==========================================================================================
* Included in the amount shown on the Statement of Operations as forward foreign currency contracts and other assets and liabilities denominated in foreign currencies. 8. Transactions in Underlying Funds An affiliated issuer may be considered one in which a Fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, each Fund assumes the following to be affiliated issuers:
---------------------------------------------------------------------------------------------- Pioneer Solutions - Conservative Fund Beginning Acquisitions Dispositions Ending Underlying Funds (Affiliated) Shares Shares Shares Shares ---------------------------------------------------------------------------------------------- Pioneer Bond Fund Class K 1,689,767 6,502 (108,547) 1,587,722 Pioneer Core Equity Fund Class Y -- 39,563 (10,722) 28,841 Pioneer Disciplined Value Fund Class Y -- 88,233 (25,433) 62,800 Pioneer Dynamic Credit Fund Class Y 289,182 -- (244,764) 44,418 Pioneer Equity Income Fund Class K 77,024 -- (77,024) -- Pioneer Floating Rate Fund Class K 102,850 -- (76,680) 26,170 Pioneer Fund Class Y -- 25,566 (7,367) 18,199 Pioneer Fundamental Growth Fund Class K 64,833 13,617 (53,533) 24,917 Pioneer Global Equity Fund Class K 165,382 -- -- 165,382 Pioneer Global High Yield Fund Class Y 23,959 -- (6,728) 17,231 Pioneer Global Multisector Income Fund Class Y 108,596 -- (108,596) -- Pioneer High Yield Fund Class Y 36,395 -- (23,757) 12,638 Pioneer International Equity Fund Class Y 100,030 -- -- 100,030 Pioneer Long/Short Bond Fund Class Y 17,146 -- (17,146) -- Pioneer Mid Cap Value Fund Class K -- 66,127 (36,202) 29,925 Pioneer Opportunistic Long/Short Credit Fund Class Y 17,516 -- (17,516) -- Pioneer Real Estate Shares Class Y 42,184 -- (42,184) -- Pioneer Short Term Income Fund Class K 209,963 -- (209,963) -- Pioneer Strategic Income Fund Class K 878,149 532,896 -- 1,411,045
102 Pioneer Solutions Funds | Annual Report | 7/31/17
---------------------------------------------------------------------------------------------- Realized Capital Gain Dividend Ending Underlying Funds (Affiliated) Gain (Loss) Distributions Income Value ---------------------------------------------------------------------------------------------- Pioneer Bond Fund Class K $ (14,666) $ -- $ 541,376 $15,448,535 Pioneer Core Equity Fund Class Y 7,343 -- 8,593 589,798 Pioneer Disciplined Value Fund Class Y 16,152 -- 16,427 1,066,972 Pioneer Dynamic Credit Fund Class Y (99,140) -- 82,140 423,748 Pioneer Equity Income Fund Class K (124,008) 284,604 15,405 -- Pioneer Floating Rate Fund Class K -- -- 17,940 178,218 Pioneer Fund Class Y 11,429 -- 5,841 588,738 Pioneer Fundamental Growth Fund Class K 37,910 27,630 4,142 552,659 Pioneer Global Equity Fund Class K -- -- 39,427 2,596,497 Pioneer Global High Yield Fund Class Y 14,310 -- 10,797 153,703 Pioneer Global Multisector Income Fund Class Y (75,094) -- 16,107 -- Pioneer High Yield Fund Class Y 85,982 -- 16,252 124,233 Pioneer International Equity Fund Class Y -- -- 25,048 2,336,709 Pioneer Long/Short Bond Fund Class Y (15,562) -- -- -- Pioneer Mid Cap Value Fund Class K 2,834 -- 11,747 759,197 Pioneer Opportunistic Long/Short Credit Fund Class Y (19,364) -- -- -- Pioneer Real Estate Shares Class Y 97,210 -- 3,252 -- Pioneer Short Term Income Fund Class K (9,023) -- 16,477 -- Pioneer Strategic Income Fund Class K -- -- 508,327 15,309,838 ---------- --------- ---------- ----------- $ (83,687) $ 312,234 $1,339,298 $40,128,845 ========== ========= ========== ===========
Pioneer Solutions - Balanced Fund
----------------------------------------------------------------------------------------- Beginning Acquisitions Dispositions Ending Underlying Funds (Affiliated) Shares Shares Shares Shares ----------------------------------------------------------------------------------------- Pioneer Bond Fund Class K 1,881,011 107,449 (483,245) 1,505,215 Pioneer Core Equity Fund Class Y 462,331 9,343 (276,323) 195,351 Pioneer Disciplined Value Fund Class Y -- 645,082 (153,948) 491,134 Pioneer Dynamic Credit Fund Class Y 623,412 -- (132,071) 491,341 Pioneer Fund Class Y 111,677 77,735 (59,357) 130,055 Pioneer Fundamental Growth Fund Class K 464,327 -- (290,817) 173,510 Pioneer Global Equity Fund Class K 1,200,077 -- (121,226) 1,078,851 Pioneer Global High Yield Fund Class Y 356,705 -- (44,626) 312,079 Pioneer Global Multisector Income Fund Class Y 337,381 -- (337,381) -- Pioneer High Yield Fund Class Y 1 -- -- 1 Pioneer International Equity Fund Class Y 1,204,839 -- (32,545) 1,172,294 Pioneer Long/Short Bond Fund Class Y 136,314 -- (136,314) -- Pioneer Mid Cap Value Fund Class K 75,246 266,025 (113,090) 228,181 Pioneer Opportunistic Long/Short Credit Fund Class Y 140,030 -- (140,030) -- Pioneer Real Estate Shares Class Y 149,770 -- (149,770) -- Pioneer Select Mid Cap Growth Fund Class K 82,865 -- (82,865) -- Pioneer Strategic Income Fund Class K 968,450 1,067,961 -- 2,036,411
Pioneer Solutions Funds | Annual Report | 7/31/17 103
-------------------------------------------------------------------------------------------- Realized Capital Gain Dividend Ending Underlying Funds (Affiliated) Gain (Loss) Distributions Income Value -------------------------------------------------------------------------------------------- Pioneer Bond Fund Class K $ (65,459) $ -- $ 577,364 $ 14,645,742 Pioneer Core Equity Fund Class Y 345,362 -- 66,830 3,994,931 Pioneer Disciplined Value Fund Class Y 174,508 -- 127,974 8,344,367 Pioneer Dynamic Credit Fund Class Y (56,854) -- 330,850 4,687,396 Pioneer Fund Class Y (70,831) 775,813 65,023 4,207,283 Pioneer Fundamental Growth Fund Class K 292,767 169,479 32,218 3,848,452 Pioneer Global Equity Fund Class K 72,556 -- 286,098 16,937,961 Pioneer Global High Yield Fund Class Y 37,992 -- 169,424 2,783,745 Pioneer Global Multisector Income Fund Class Y (228,519) -- 61,029 -- Pioneer High Yield Fund Class Y -- -- -- 6 Pioneer International Equity Fund Class Y (41,720) -- 301,692 27,384,773 Pioneer Long/Short Bond Fund Class Y (123,719) -- -- -- Pioneer Mid Cap Value Fund Class K (115,725) 112,478 64,381 5,788,952 Pioneer Opportunistic Long/Short Credit Fund Class Y (154,803) -- -- -- Pioneer Real Estate Shares Class Y 1,967,243 58,270 22,543 -- Pioneer Select Mid Cap Growth Fund Class K (134,241) 49,246 -- -- Pioneer Strategic Income Fund Class K -- -- 596,336 22,095,059 ----------- ----------- ---------- ------------ $1,898,557 $ 1,165,286 $2,701,762 $114,718,667 =========== =========== ========== ============
Pioneer Solutions - Growth Fund
----------------------------------------------------------------------------------------- Beginning Acquisitions Dispositions Ending Underlying Funds (Affiliated) Shares Shares Shares Shares ----------------------------------------------------------------------------------------- Pioneer Bond Fund Class K 2,250,273 -- (348,114) 1,902,159 Pioneer Core Equity Fund Class Y 1,247,982 21,258 (649,467) 619,773 Pioneer Disciplined Value Fund Class Y -- 1,708,557 (124,448) 1,584,109 Pioneer Fund Class Y 485,961 15,428 (41,521) 459,868 Pioneer Fundamental Growth Fund Class K 1,179,883 20,251 (573,566) 626,568 Pioneer Global Equity Fund Class K 2,510,481 -- (169,123) 2,341,358 Pioneer Global Multisector Income Fund Class Y 308,606 -- (46,338) 262,268 Pioneer International Equity Fund Class Y 2,336,636 -- (14,430) 2,322,206 Pioneer Long/Short Bond Fund Class Y 93,457 -- (93,457) -- Pioneer Mid Cap Value Fund Class K 559,470 419,563 (285,547) 693,486 Pioneer Opportunistic Long/Short Credit Fund Class Y 95,114 -- (95,114) -- Pioneer Real Estate Shares Class Y 363,171 -- (363,171) -- Pioneer Select Mid Cap Growth Fund Class K 234,082 -- (234,082) -- Pioneer Strategic Income Fund Class K 311,871 558,154 -- 870,025
104 Pioneer Solutions Funds | Annual Report | 7/31/17
-------------------------------------------------------------------------------------------- Realized Capital Gain Dividend Ending Underlying Funds (Affiliated) Gain (Loss) Distributions Income Value -------------------------------------------------------------------------------------------- Pioneer Bond Fund Class K $ (17,406) $ -- $ 721,072 $ 18,508,007 Pioneer Core Equity Fund Class Y 1,431,228 -- 180,279 12,674,353 Pioneer Disciplined Value Fund Class Y 172,862 -- 344,958 26,914,012 Pioneer Fund Class Y (291,619) 2,715,208 199,124 14,876,717 Pioneer Fundamental Growth Fund Class K 396,374 430,657 86,905 13,897,278 Pioneer Global Equity Fund Class K 155,196 -- 598,499 36,759,321 Pioneer Global Multisector Income Fund Class Y (32,177) -- 94,956 2,848,230 Pioneer International Equity Fund Class Y (16,618) -- 585,094 54,246,741 Pioneer Long/Short Bond Fund Class Y (84,821) -- -- -- Pioneer Mid Cap Value Fund Class K (475,999) 687,574 169,399 17,593,740 Pioneer Opportunistic Long/Short Credit Fund Class Y (105,148) -- -- -- Pioneer Real Estate Shares Class Y 6,209,083 190,122 58,038 -- Pioneer Select Mid Cap Growth Fund Class K (379,213) 139,115 -- -- Pioneer Strategic Income Fund Class K -- -- 297,430 9,439,771 ---------- ----------- ---------- ------------ $6,961,742 $ 4,162,676 $3,335,754 $207,758,170 ========== =========== ========== ============
Pioneer Solutions Funds | Annual Report | 7/31/17 105 Report of Independent Registered Public Accounting Firm To the Board of Trustees and Shareholders of Pioneer Asset Allocation Trust: -------------------------------------------------------------------------------- We have audited the accompanying statements of assets and liabilities, including the schedule of investments, of Pioneer Asset Allocation Trust (comprising, respectively, the Pioneer Solutions - Conservative, Pioneer Solutions - Balanced and Pioneer Solutions - Growth Funds) (the "Funds") as of July 31, 2017, and the related statements of operations, changes in net assets and the financial highlights for the year then ended and the financial highlights for the year ended July 31, 2013. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The statements of changes in net assets for the year ended July 31, 2016 and the financial highlights for the periods ended July 31, 2014, July 31, 2015 and July 31, 2016 were audited by another independent registered public accounting firm whose report, dated September 28, 2016, expressed an unqualified opinion on the statements of changes in net assets and those financial highlights. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Funds' internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds' internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2017, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers and others were not received. We believe that our audits provide a reasonable basis for our opinion. 106 Pioneer Solutions Funds | Annual Report | 7/31/17 In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the respective Funds constituting Pioneer Asset Allocation Trust at July 31, 2017, the results of their operations, the changes in their net assets and the financial highlights for the year then ended and the financial highlights for the year ended July 31, 2013 in conformity with U.S. generally accepted accounting principles. /s/ Ernst & Young LLP Boston, Massachusetts September 27, 2017 Pioneer Solutions Funds | Annual Report | 7/31/17 107 ADDITIONAL INFORMATION Change in Independent Registered Public Accounting Firm Prior to July 3, 2017 Pioneer Investment Management, Inc. (the "Adviser"), the Funds' investment adviser, was an indirect, wholly owned subsidiary of UniCredit S.p.A. ("UniCredit"). On that date, UniCredit completed the sale of its Pioneer Investments business, which includes the Adviser, to Amundi (the "Transaction"). As a result of the Transaction, the Adviser became an indirect, wholly-owned subsidiary of Amundi. Amundi is controlled by Credit Agricole S.A. Amundi is headquartered in Paris, France, and, as of September 30, 2016, had more than $1.1 trillion in assets under management worldwide. Deloitte & Touche LLP ("D&T"), the Funds' previous independent registered public accounting firm, informed the Audit Committee and the Board that it would no longer be independent with respect to the Funds upon the completion of the Transaction as a result of certain services being provided to Amundi and Credit Agricole, and, accordingly, that it intended to resign as the Funds' independent registered public accounting firm upon the completion of the Transaction. D&T's resignation was effective on July 3, 2017, when the Transaction was completed. During the periods as to which D&T has served as the Funds' independent registered public accounting firm, including the Funds' two most recent fiscal years preceding the fiscal year ended July 31, 2017, D&T's reports on the Funds' financial statements have not contained an adverse opinion or disclaimer of opinion and have not been qualified or modified as to uncertainty, audit scope or accounting principles. Further, there have been no disagreements with D&T on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of D&T, would have caused D&T to make reference to the subject matter of the disagreement in connection with its report on the financial statements. In addition, there have been no reportable events of the kind described in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934. Effective immediately following the completion of the Transaction on July 3, 2017, the Board, acting upon the recommendation of the Audit Committee, engaged a new independent registered public accounting firm, Ernst & Young LLP ("EY"), for the Funds' fiscal year ended July 31, 2017. Prior to its engagement, EY had advised the Funds' Audit Committee that EY had identified the following matters, in each case relating to services rendered by other member firms of Ernst & Young Global Limited, all of which are located outside the United States, to UniCredit and certain of its subsidiaries during the period commencing July 1, 2016, that it determined to be inconsistent with the auditor independence rules set forth by the Securities 108 Pioneer Solutions Funds | Annual Report | 7/31/17 and Exchange Commission ("SEC"): (a) project management support services to UniCredit in the Czech Republic, Germany, Italy, Serbia and Slovenia in relation to twenty-two projects, that were determined to be inconsistent with Rule 2-01(c)(4)(vi) of Regulation S-X (management functions); (b) two engagements for UniCredit in Italy where fees were contingent/success based and that were determined to be inconsistent with Rule 2-01(c)(5) of Regulation S-X (contingent fees); (c) four engagements where legal and expert services were provided to UniCredit in the Czech Republic and Germany, and twenty engagements where the legal advisory services were provided to UniCredit in Austria, Czech Republic, Italy and Poland, that were determined to be inconsistent with Rule 2-01(c)(4)(ix) and (x) of Regulation S-X (legal and expert services); and (d) two engagements for UniCredit in Italy involving assistance in the sale of certain assets, that were determined to be inconsistent with Rule 2-01(c)(4)(viii) of Regulation S-X (broker-dealer, investment advisor or investment banking services). None of the foregoing services involved the Funds, any of the other funds in the Pioneer Family of Funds or any other Pioneer entity sold by UniCredit in the Transaction. EY advised the Audit Committee that it had considered the matters described above and had concluded that such matters would not impair EY's ability to exercise objective and impartial judgment in connection with the audits of the financial statements of the Funds under the SEC and Public Company Accounting Oversight Board independence rules, and that a reasonable investor with knowledge of all relevant facts and circumstances would reach the same conclusion. Management and the Audit Committee considered these matters and discussed the matters with EY and, based upon EY's description of the matters and statements made by EY, Management and the Audit Committee believe that EY will be capable of exercising objective and impartial judgment in connection with the audits of the financial statements of the Funds, and Management further believes that a reasonable investor with knowledge of all relevant facts and circumstances would reach the same conclusion. Pioneer Solutions Funds | Annual Report | 7/31/17 109 Pioneer Solutions - Conservative Fund Approval of New and Interim Management Agreements Amundi Pioneer Asset Management, Inc. (Amundi Pioneer), formerly Pioneer Investment Management, Inc., serves as the investment adviser to Pioneer Solutions - Conservative Fund (the Fund) pursuant to an investment management agreement between Amundi Pioneer and the Fund. On July 3, 2017, Amundi acquired Pioneer Investments, a group of asset management companies located throughout the world (the "Transaction"). As a result of the Transaction, Amundi Pioneer became an indirect wholly-owned subsidiary of Amundi and Amundi's wholly-owned subsidiary, Amundi USA, Inc. Prior to July 3, 2017, Pioneer Investments was owned by Pioneer Global Asset Management S.p.A. ("PGAM"), a wholly-owned subsidiary of UniCredit S.p.A. ("UniCredit"). Under the Investment Company Act of 1940, the Fund's current investment management agreement (the "Current Management Agreement") terminated automatically upon the consummation of the Transaction. In order for Amundi Pioneer to continue to manage the Fund after the consummation of the Transaction, the Trustees and shareholders of the Fund were required to approve a new investment management agreement for the Fund (the "New Management Agreement"). As discussed below, the Board of Trustees of the Fund approved the New Management Agreement at a meeting held on March 6-7, 2017. The New Management Agreement was approved by the shareholders of the Fund at a meeting held on June 13, 2017. The Board of Trustees of the Fund also approved an interim investment management agreement between Amundi Pioneer and the Fund (the "Interim Management Agreement") at the March 6-7, 2017 meeting. The Interim Management Agreement would have taken effect upon the closing of the Transaction in the event that the shareholders of the Fund did not approve the New Management Agreement. Board Evaluation of the New and Interim Management Agreements The Board evaluated the Transaction and the New Management Agreement and Interim Management Agreement for the Fund. In connection with their evaluation of the Transaction and the New Management Agreement for the Fund, the Trustees requested such information as they deemed reasonably necessary, including: (a) the structure of the Transaction and the strategy underlying the Transaction; (b) the anticipated benefits of the Transaction to the Fund and its shareholders; (c) the post-Transaction plans for Amundi Pioneer, including Amundi's plans for integration of Pioneer Investments and Amundi Pioneer with its existing asset management businesses and plans for the future development of Amundi Pioneer; (d) the effect of the Transaction on the ongoing services provided to the Fund, including the need to select a 110 Pioneer Solutions Funds | Annual Report | 7/31/17 new independent registered public accounting firm for the Fund, and any plans to modify the operations of the Fund; (e) the stability and continuity of Amundi Pioneer's management and key employees, including compensation and benefits to Amundi Pioneer's key employees, and retention plans and incentive plan structure; (f) the post-Transaction indebtedness and financial resources of Amundi Pioneer; (g) Amundi's legal and operational structure, its principal shareholders and senior management, its investment management, risk management, administrative, legal and compliance functions; (h) certain regulatory matters relating to Amundi's affiliates; and (i) Amundi's commitment to the United States, including the role of Amundi Pioneer in the larger Amundi business. The Trustees also requested and obtained the following information in connection with their evaluation of the Transaction and the New Management Agreement for the Fund: (i) memoranda provided by Fund counsel that summarized the legal standards and other considerations that are relevant to the Trustees in their deliberations regarding the New Management Agreement; (ii) the qualifications of the investment management teams for the Fund, as well as the level of investment by the Fund's portfolio managers in the Fund; (iii) the Fund's management fees and total expense ratios, the financial statements of Amundi Pioneer and its pre- and post-Transaction parent companies, profitability analyses from Amundi Pioneer, and analyses from Amundi Pioneer as to possible economies of scale; (iv) the profitability of the institutional business of Amundi Pioneer and Amundi Pioneer's affiliate, Amundi Pioneer Institutional Asset Management, Inc. ("Amundi Pioneer Institutional") as compared to that of Amundi Pioneer's fund management business; and (v) the differences between the fees and expenses of the Fund and the fees and expenses of Amundi Pioneer's and Amundi Pioneer Institutional's institutional accounts, as well as the different services provided by Adviser to the Fund and by Amundi Pioneer and Amundi Pioneer Institutional to the institutional accounts. In addition, the Trustees considered the information provided at regularly scheduled meetings throughout the year regarding the Fund's performance and risk attributes, including through meetings with investment management personnel, and took into account other information related to the Fund provided to the Trustees at regularly scheduled meetings. The Trustees also considered information they had received in their review of the continuance of the Current Management Agreement for the Fund in September 2016. At meetings held on January 9, 2017 and January 10, 2017, the Trustees met with representatives of Amundi and PGAM, including separate meetings of the Trustees who are not "interested persons" of the Fund Complex ("Independent Trustees") and counsel with representatives of Amundi and PGAM, and subsequently with representatives of Amundi. In those meetings, they received an extensive presentation from the representatives of Amundi, Pioneer Solutions Funds | Annual Report | 7/31/17 111 including the chief executive officer of Amundi, describing Amundi's background and history, its global asset management activities, the growth of its business, and its status as the largest asset management firm in Europe and one of the largest globally; its capital structure and financial resources, including information as to the financing of the Transaction; its principal investors, including its majority investor Credit Agricole S.A., and Credit Agricole's long-term commitment to the asset management business; the philosophy and strategy underlying the Transaction and the complementarity of Amundi's and Pioneer Investments' respective asset management businesses; Amundi's various operating and investment committees and how they would likely interact with Amundi Pioneer; the proposed integration process, including the progress to date and the establishment of various integration work streams; Amundi's plans for management of Amundi Pioneer; Amundi's philosophy as to compensation of key employees and its general intentions with respect to incentive plans for key employees of Amundi Pioneer; Amundi's preliminary plans to achieve cost and other synergies; and opportunities to further develop the business of Amundi Pioneer and Amundi Pioneer Institutional, including in the area of institutional asset management, and how that would benefit shareholders of the Pioneer Funds. In those meetings, the representatives of Amundi confirmed their intention that the Chief Executive Officer and Chief Investment Officer of Amundi Pioneer would remain in their current positions, and confirmed that they do not currently foresee major changes in the day-to-day investment management operations of Amundi Pioneer with respect to the Fund as a direct result of the Transaction. They discussed incentive arrangements for key personnel that would continue after the closing of the Transaction and their plans to establish a new long-term incentive plan following the closing. They also generally discussed ways in which Amundi Pioneer could potentially draw on the expanded global resources of Amundi post-Transaction. At those meetings, the Independent Trustees identified certain areas to which they requested further information, including as to trading and execution of securities transactions, research and portfolio management and potential changes in investment process, particularly where asset classes managed by Amundi Pioneer would overlap with asset classes managed by Amundi, the continued availability of resources currently at Pioneer Investments or elsewhere within Amundi to assist in management of certain Funds, and any anticipated significant changes in operations. The Independent Trustees considered the uncertainty as to whether the Fund's independent registered public accounting firm could continue to act in that capacity after the closing of the Transaction. The Independent Trustees also met with counsel to review the information they had received to date and to discuss next steps. 112 Pioneer Solutions Funds | Annual Report | 7/31/17 Subsequently, the Trustees received further information from Amundi, including written responses to questions raised by the Independent Trustees, and received from Amundi Pioneer the information requested of it. The Independent Trustees reviewed the information provided with counsel at telephonic meetings held on February 16, 2017 and February 27, 2017. The Trustees held a special in-person Board meeting on March 6-7, 2017 for further consideration of the New Management Agreements, the Interim Management Agreements and the Transaction. The Trustees met again with senior executives of Amundi at the March 6-7, 2017 meeting. At the March 6-7, 2017 meeting, based on their evaluation of the information provided by Amundi Pioneer and Amundi, the Trustees including the Independent Trustees voting separately, approved the New Management Agreement and the Interim Management Agreement for the Fund. In considering the New Management Agreement for the Fund, the Trustees considered various factors that they determined were relevant, including the factors described below. The Trustees did not identify any single factor as the controlling factor in their determinations. The Trustees considered the same factors with respect to the Interim Management Agreement for the Fund. Nature, Extent and Quality of Services The Trustees considered the nature, extent and quality of the services that had been provided by Amundi Pioneer to the Fund and that are expected to be provided by Amundi Pioneer to the Fund following the consummation of the Transaction. The Trustees reviewed the terms of the New Management Agreement, and noted that such terms are substantially similar to the terms of the Current Management Agreement, except for different execution dates, effective dates and termination dates. The Trustees reviewed Amundi Pioneer's investment approach for the Fund and its research process. The Trustees considered the resources of Amundi Pioneer and the personnel of Amundi Pioneer who provide investment management services to the Fund. They also reviewed the amount of non-investment resources and personnel of Amundi Pioneer that are involved in Amundi Pioneer's services to the Fund, including Amundi Pioneer's compliance and legal resources and personnel. The Trustees noted the substantial attention and high priority given by Amundi Pioneer's senior management to the Pioneer Fund complex. The Trustees considered that Amundi Pioneer supervises and monitors the performance of the Fund's service providers and provides the Fund with personnel (including Fund officers) and other resources that are necessary for the Fund's business management and operations and that Amundi Pioneer would continue to provide those investment management and research services and resources to the Fund following the consummation of the Transaction. The Trustees also considered that, as administrator, Amundi Pioneer Solutions Funds | Annual Report | 7/31/17 113 Pioneer would continue to be responsible for the administration of the Fund's business and other affairs. The Trustees considered the fees to be paid to Amundi Pioneer for the provision of administration services. The Trustees considered that Deloitte & Touche LLP informed the Board that it would no longer be independent with respect to the Fund upon the completion of the Transaction and, accordingly, that it would be necessary for the Board to engage a new independent registered public accounting firm for the Fund. The Trustees considered that the Transaction was not expected to have a material adverse impact on the nature, scope and overall quality of services provided to the Fund and its shareholders, including investment management, risk management, administrative, compliance, legal and other services, as a result of the Transaction. In that regard, the Trustees considered that Amundi is one of the largest asset managers globally, and that Amundi Pioneer may have access to additional research and portfolio management capabilities as a result of the Transaction and that Amundi Pioneer, as part of Amundi, is expected to have an enhanced global presence that may contribute to an increase in the overall scale and resources of Amundi Pioneer. Furthermore, in considering whether the Transaction would be expected to have a material adverse impact on the nature, scope and overall quality of services provided to the Fund and its shareholders, the Trustees considered the statements by representatives of Amundi that they expect the Chief Executive Officer and Chief Investment Officer of Amundi Pioneer to remain in their current positions and that they do not currently foresee major changes in the day-to-day investment management operations of Amundi Pioneer as a direct result of the Transaction, or the risk management, legal or compliance services provided by Amundi Pioneer, with respect to the Fund. They further considered the current incentive arrangements for key personnel of Amundi Pioneer that would continue after the closing of the Transaction. They also noted Amundi's stated intention to establish a new long-term incentive plan following the closing. The Trustees also took into account their experience in evaluating the proposed combination of Pioneer Investments and Santander Asset Management, which was announced in September, 2014 and abandoned in July, 2016. In light of, among other things, this experience, the Trustees determined that they were not able to identify any realistic alternatives to approving the New Management Agreement that would provide the level of services to the Fund and its shareholders that are expected to be provided by Amundi Pioneer after the closing of the Transaction. 114 Pioneer Solutions Funds | Annual Report | 7/31/17 Based on these considerations, the Trustees concluded that the nature, extent and quality of services that Amundi Pioneer would continue to provide to the Fund under the New Management Agreement would be satisfactory and consistent with the terms of the New Management Agreement. Performance of the Fund In considering the Fund's performance, the Trustees regularly reviewed and discussed throughout the year data prepared by Amundi Pioneer and information comparing the Fund's performance with the performance of its peer group of funds, as classified by each of Morningstar, Inc. (Morningstar) and Lipper, and the performance of the Fund's benchmark index. They also discussed the Fund's performance with Amundi Pioneer on a regular basis. The Trustees' regular reviews and discussions were factored into the Trustees' deliberations concerning the approval of the New Management Agreement. Management Fee and Expenses The Trustees noted that the stated management fees to be paid by the Fund are identical under the Current Management Agreement and the New Management Agreement. The Trustees considered information showing the fees and expenses of the Fund in comparison to the management fees and expense ratios of its peer group of funds as classified by Morningstar and also to the expense ratios of a peer group of funds selected on the basis of criteria determined by the Independent Trustees for this purpose using data provided by Strategic Insight Mutual Fund Research and Consulting, LLC (Strategic Insight), an independent third party. In all quintile rankings referred to below, first quintile is most favorable to the Fund's shareowners. To the extent applicable, the Trustees also considered the impact of transfer agency, sub-transfer agency, and other non-management fee expenses on the expense ratios of the Fund. The Trustees noted that they separately review the Fund's transfer agency, sub-transfer agency and intermediary arrangements and that the results of the most recent such review were considered in the consideration of the Fund's expense ratio. The Trustees considered that the Fund's management fee as of September 30, 2016 was in the second quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees also considered the breakpoints in the management fee schedule and the reduced fee rates above certain asset levels. The Trustees considered that the expense ratio of the Fund's Class A shares as of September 30, 2016 was in the fourth quintile relative to its Morningstar category and in the fourth quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees noted that Amundi Pioneer had agreed to waive fees and/or reimburse expenses in order to limit the ordinary operating expenses of the Fund. The Trustees noted the Fund's relatively small asset size compared to Pioneer Solutions Funds | Annual Report | 7/31/17 115 most of the other funds in its peer groups. The Trustees noted the impact of expenses relating to small accounts and omnibus accounts on transfer and sub- transfer agency expenses generally. The Trustees considered that non-management fee operating expenses generally are spread over a smaller asset base than the other funds in the peer group, which results in these fees being significantly higher as a percentage of assets. The Trustees also considered information showing significant expense reimbursements by the sponsors of the other funds in the peer groups. The Trustees reviewed management fees charged by Amundi Pioneer and Amundi Pioneer Institutional to institutional and other clients, including publicly offered European funds sponsored by Amundi Pioneer's affiliates, unaffiliated U.S. registered investment companies (in a sub-advisory capacity), and unaffiliated foreign and domestic separate accounts. The Trustees also considered Amundi Pioneer's costs in providing services to the Fund and Amundi Pioneer's and Amundi Pioneer Institutional's costs in providing services to the other clients and considered the differences in management fees and profit margins for fund and non-fund services. In evaluating the fees associated with Amundi Pioneer's and Amundi Pioneer Institutional's client accounts, the Trustees took into account the respective demands, resources and complexity associated with the Fund and other client accounts. The Trustees noted that in some instances the fee rates for those clients were lower than the management fee for the Fund and considered that, under both the Current Management Agreement and the New Management Agreement, Amundi Pioneer would perform additional services for the Fund that it does not provide to those other clients or services that are broader in scope, including oversight of the Fund's other service providers and activities related to compliance and the extensive regulatory and tax regimes to which the Fund is subject. The Trustees also considered the different risks associated with Amundi Pioneer's management of the Fund and Amundi Pioneer's and Amundi Pioneer Institutional's management of the other client accounts. The Trustees concluded that the management fee payable by the Fund to Amundi Pioneer was reasonable in relation to the nature and quality of the services to be provided by Amundi Pioneer. Profitability The Trustees considered information provided by Amundi Pioneer regarding the profitability of Amundi Pioneer with respect to the advisory services provided by Amundi Pioneer to the Fund, including the methodology used by Amundi Pioneer in allocating certain of its costs to the management of the Fund. The Trustees also considered Amundi Pioneer's profit margin in connection with the overall operation of the Fund. They further reviewed the financial results, including the profit margins, realized by Amundi Pioneer and Amundi Pioneer Institutional from non-fund businesses. The Trustees 116 Pioneer Solutions Funds | Annual Report | 7/31/17 considered Amundi Pioneer's profit margins with respect to the Fund in comparison to the limited industry data available and noted that the profitability of any adviser was affected by numerous factors, including its organizational structure and method for allocating expenses. The Trustees concluded that Amundi Pioneer's profitability with respect to the management of the Fund was not unreasonable. Economies of Scale The Trustees considered Amundi Pioneer's views relating to economies of scale in connection with the Pioneer Funds as fund assets grow and the extent to which any such economies of scale are shared with the Fund and Fund shareholders. The Trustees recognize that economies of scale are difficult to identify and quantify, and that, among other factors that may be relevant, are the following: fee levels, expense subsidization, investment by Amundi Pioneer in research and analytical capabilities and Amundi Pioneer's commitment and resource allocation to the Fund. The Trustees noted that profitability also may be an indicator of the availability of any economies of scale, although profitability may vary for other reasons including due to reductions in expenses. The Trustees concluded that economies of scale, if any, were being appropriately shared with the Fund. Other Benefits The Trustees considered the other benefits that Amundi Pioneer enjoys from its relationship with the Fund. The Trustees considered the character and amount of fees paid or to be paid by the Fund, other than under the Current Management Agreement or the New Management Agreement, for services provided by Amundi Pioneer and its affiliates. The Trustees further considered the revenues and profitability of Amundi Pioneer's businesses other than the Fund business. To the extent applicable, the Trustees also considered the benefits to the Fund and to Amundi Pioneer and its affiliates from the use of "soft" commission dollars generated by the Fund to pay for research and brokerage services. The Trustees considered that following the completion of the Transaction, Amundi Pioneer will be the principal U.S. asset management business of Amundi, and that Amundi's worldwide asset management business will manage over $1.38 trillion in assets (including the Pioneer Funds). This may create opportunities for Amundi Pioneer, Amundi Pioneer Institutional and Amundi that derive from Amundi Pioneer's relationships with the Fund, including Amundi's ability to market the services of Amundi Pioneer globally. The Trustees noted that Amundi Pioneer may have access to additional research capabilities as a result of the Transaction and Amundi's enhanced global presence that may contribute to an increase of the overall scale of Amundi Pioneer. The Trustees considered that Amundi Pioneer and the Fund Pioneer Solutions Funds | Annual Report | 7/31/17 117 are expected to receive reciprocal intangible benefits from the relationship, including mutual brand recognition and, for the Fund, direct and indirect access to the resources of a large global asset manager. The Trustees concluded that any such benefits received by Amundi Pioneer as a result of its relationship with the Fund were reasonable. Conclusion After consideration of the factors described above as well as other factors, the Trustees, including the Independent Trustees, concluded that the New Management Agreement and the Interim Management Agreement for the Fund, including the fees payable thereunder, were fair and reasonable and voted to approve the New Management Agreement and the Interim Management Agreement, and to recommend that shareholders approve the New Management Agreement. 118 Pioneer Solutions Funds | Annual Report | 7/31/17 Pioneer Solutions - Balanced Fund Approval of New and Interim Management Agreements Amundi Pioneer Asset Management, Inc. (Amundi Pioneer), formerly Pioneer Investment Management, Inc., serves as the investment adviser to Pioneer Solutions - Balanced Fund (the Fund) pursuant to an investment management agreement between Amundi Pioneer and the Fund. On July 3, 2017, Amundi acquired Pioneer Investments, a group of asset management companies located throughout the world (the "Transaction"). As a result of the Transaction, Amundi Pioneer became an indirect wholly-owned subsidiary of Amundi and Amundi's wholly-owned subsidiary, Amundi USA, Inc. Prior to July 3, 2017, Pioneer Investments was owned by Pioneer Global Asset Management S.p.A. ("PGAM"), a wholly-owned subsidiary of UniCredit S.p.A. ("UniCredit"). Under the Investment Company Act of 1940, the Fund's current investment management agreement (the "Current Management Agreement") terminated automatically upon the consummation of the Transaction. In order for Amundi Pioneer to continue to manage the Fund after the consummation of the Transaction, the Trustees and shareholders of the Fund were required to approve a new investment management agreement for the Fund (the "New Management Agreement"). As discussed below, the Board of Trustees of the Fund approved the New Management Agreement at a meeting held on March 6-7, 2017. The New Management Agreement was approved by the shareholders of the Fund at a meeting held on June 13, 2017. The Board of Trustees of the Fund also approved an interim investment management agreement between Amundi Pioneer and the Fund (the "Interim Management Agreement") at the March 6-7, 2017 meeting. The Interim Management Agreement would have taken effect upon the closing of the Transaction in the event that the shareholders of the Fund did not approve the New Management Agreement. Board Evaluation of the New and Interim Management Agreements The Board evaluated the Transaction and the New Management Agreement and Interim Management Agreement for the Fund. In connection with their evaluation of the Transaction and the New Management Agreement for the Fund, the Trustees requested such information as they deemed reasonably necessary, including: (a) the structure of the Transaction and the strategy underlying the Transaction; (b) the anticipated benefits of the Transaction to the Fund and its shareholders; (c) the post-Transaction plans for Amundi Pioneer, including Amundi's plans for integration of Pioneer Investments and Amundi Pioneer with its existing asset management businesses and plans for the future development of Amundi Pioneer; (d) the effect of the Transaction Pioneer Solutions Funds | Annual Report | 7/31/17 119 on the ongoing services provided to the Fund, including the need to select a new independent registered public accounting firm for the Fund, and any plans to modify the operations of the Fund; (e) the stability and continuity of Amundi Pioneer's management and key employees, including compensation and benefits to Amundi Pioneer's key employees, and retention plans and incentive plan structure; (f) the post-Transaction indebtedness and financial resources of Amundi Pioneer; (g) Amundi's legal and operational structure, its principal shareholders and senior management, its investment management, risk management, administrative, legal and compliance functions; (h) certain regulatory matters relating to Amundi's affiliates; and (i) Amundi's commitment to the United States, including the role of Amundi Pioneer in the larger Amundi business. The Trustees also requested and obtained the following information in connection with their evaluation of the Transaction and the New Management Agreement for the Fund: (i) memoranda provided by Fund counsel that summarized the legal standards and other considerations that are relevant to the Trustees in their deliberations regarding the New Management Agreement; (ii) the qualifications of the investment management teams for the Fund, as well as the level of investment by the Fund's portfolio managers in the Fund; (iii) the Fund's management fees and total expense ratios, the financial statements of Amundi Pioneer and its pre- and post-Transaction parent companies, profitability analyses from Amundi Pioneer, and analyses from Amundi Pioneer as to possible economies of scale; (iv) the profitability of the institutional business of Amundi Pioneer and Amundi Pioneer's affiliate, Amundi Pioneer Institutional Asset Management, Inc. ("Amundi Pioneer Institutional") as compared to that of Amundi Pioneer's fund management business; and (v) the differences between the fees and expenses of the Fund and the fees and expenses of Amundi Pioneer's and Amundi Pioneer Institutional's institutional accounts, as well as the different services provided by Adviser to the Fund and by Amundi Pioneer and Amundi Pioneer Institutional to the institutional accounts. In addition, the Trustees considered the information provided at regularly scheduled meetings throughout the year regarding the Fund's performance and risk attributes, including through meetings with investment management personnel, and took into account other information related to the Fund provided to the Trustees at regularly scheduled meetings. The Trustees also considered information they had received in their review of the continuance of the Current Management Agreement for the Fund in September 2016. At meetings held on January 9, 2017 and January 10, 2017, the Trustees met with representatives of Amundi and PGAM, including separate meetings of the Trustees who are not "interested persons" of the Fund Complex ("Independent Trustees") and counsel with representatives of Amundi and 120 Pioneer Solutions Funds | Annual Report | 7/31/17 PGAM, and subsequently with representatives of Amundi. In those meetings, they received an extensive presentation from the representatives of Amundi, including the chief executive officer of Amundi, describing Amundi's background and history, its global asset management activities, the growth of its business, and its status as the largest asset management firm in Europe and one of the largest globally; its capital structure and financial resources, including information as to the financing of the Transaction; its principal investors, including its majority investor Credit Agricole S.A., and Credit Agricole's long-term commitment to the asset management business; the philosophy and strategy underlying the Transaction and the complementarity of Amundi's and Pioneer Investments' respective asset management businesses; Amundi's various operating and investment committees and how they would likely interact with Amundi Pioneer; the proposed integration process, including the progress to date and the establishment of various integration work streams; Amundi's plans for management of Amundi Pioneer; Amundi's philosophy as to compensation of key employees and its general intentions with respect to incentive plans for key employees of Amundi Pioneer; Amundi's preliminary plans to achieve cost and other synergies; and opportunities to further develop the business of Amundi Pioneer and Amundi Pioneer Institutional, including in the area of institutional asset management, and how that would benefit shareholders of the Pioneer Funds. In those meetings, the representatives of Amundi confirmed their intention that the Chief Executive Officer and Chief Investment Officer of Amundi Pioneer would remain in their current positions, and confirmed that they do not currently foresee major changes in the day-to-day investment management operations of Amundi Pioneer with respect to the Fund as a direct result of the Transaction. They discussed incentive arrangements for key personnel that would continue after the closing of the Transaction and their plans to establish a new long-term incentive plan following the closing. They also generally discussed ways in which Amundi Pioneer could potentially draw on the expanded global resources of Amundi post-Transaction. At those meetings, the Independent Trustees identified certain areas to which they requested further information, including as to trading and execution of securities transactions, research and portfolio management and potential changes in investment process, particularly where asset classes managed by Amundi Pioneer would overlap with asset classes managed by Amundi, the continued availability of resources currently at Pioneer Investments or elsewhere within Amundi to assist in management of certain Funds, and any anticipated significant changes in operations. The Independent Trustees considered the uncertainty as to whether the Fund's independent registered public accounting firm could continue to act in that capacity after the closing of the Transaction. The Independent Trustees also met with counsel to review the information they had received to date and to discuss next steps. Pioneer Solutions Funds | Annual Report | 7/31/17 121 Subsequently, the Trustees received further information from Amundi, including written responses to questions raised by the Independent Trustees, and received from Amundi Pioneer the information requested of it. The Independent Trustees reviewed the information provided with counsel at telephonic meetings held on February 16, 2017 and February 27, 2017. The Trustees held a special in-person Board meeting on March 6-7, 2017 for further consideration of the New Management Agreements, the Interim Management Agreements and the Transaction. The Trustees met again with senior executives of Amundi at the March 6-7, 2017 meeting. At the March 6-7, 2017 meeting, based on their evaluation of the information provided by Amundi Pioneer and Amundi, the Trustees including the Independent Trustees voting separately, approved the New Management Agreement and the Interim Management Agreement for the Fund. In considering the New Management Agreement for the Fund, the Trustees considered various factors that they determined were relevant, including the factors described below. The Trustees did not identify any single factor as the controlling factor in their determinations. The Trustees considered the same factors with respect to the Interim Management Agreement for the Fund. Nature, Extent and Quality of Services The Trustees considered the nature, extent and quality of the services that had been provided by Amundi Pioneer to the Fund and that are expected to be provided by Amundi Pioneer to the Fund following the consummation of the Transaction. The Trustees reviewed the terms of the New Management Agreement, and noted that such terms are substantially similar to the terms of the Current Management Agreement, except for different execution dates, effective dates and termination dates. The Trustees reviewed Amundi Pioneer's investment approach for the Fund and its research process. The Trustees considered the resources of Amundi Pioneer and the personnel of Amundi Pioneer who provide investment management services to the Fund. They also reviewed the amount of non-investment resources and personnel of Amundi Pioneer that are involved in Amundi Pioneer's services to the Fund, including Amundi Pioneer's compliance and legal resources and personnel. The Trustees noted the substantial attention and high priority given by Amundi Pioneer's senior management to the Pioneer Fund complex. The Trustees considered that Amundi Pioneer supervises and monitors the performance of the Fund's service providers and provides the Fund with personnel (including Fund officers) and other resources that are necessary for the Fund's business management and operations and that Amundi Pioneer would continue to provide those investment management and research services and resources to the Fund following the consummation of the Transaction. The Trustees also considered that, as administrator, Amundi 122 Pioneer Solutions Funds | Annual Report | 7/31/17 Pioneer would continue to be responsible for the administration of the Fund's business and other affairs. The Trustees considered the fees to be paid to Amundi Pioneer for the provision of administration services. The Trustees considered that Deloitte & Touche LLP informed the Board that it would no longer be independent with respect to the Fund upon the completion of the Transaction and, accordingly, that it would be necessary for the Board to engage a new independent registered public accounting firm for the Fund. The Trustees considered that the Transaction was not expected to have a material adverse impact on the nature, scope and overall quality of services provided to the Fund and its shareholders, including investment management, risk management, administrative, compliance, legal and other services, as a result of the Transaction. In that regard, the Trustees considered that Amundi is one of the largest asset managers globally, and that Amundi Pioneer may have access to additional research and portfolio management capabilities as a result of the Transaction and that Amundi Pioneer, as part of Amundi, is expected to have an enhanced global presence that may contribute to an increase in the overall scale and resources of Amundi Pioneer. Furthermore, in considering whether the Transaction would be expected to have a material adverse impact on the nature, scope and overall quality of services provided to the Fund and its shareholders, the Trustees considered the statements by representatives of Amundi that they expect the Chief Executive Officer and Chief Investment Officer of Amundi Pioneer to remain in their current positions and that they do not currently foresee major changes in the day-to-day investment management operations of Amundi Pioneer as a direct result of the Transaction, or the risk management, legal or compliance services provided by Amundi Pioneer, with respect to the Fund. They further considered the current incentive arrangements for key personnel of Amundi Pioneer that would continue after the closing of the Transaction. They also noted Amundi's stated intention to establish a new long-term incentive plan following the closing. The Trustees also took into account their experience in evaluating the proposed combination of Pioneer Investments and Santander Asset Management, which was announced in September, 2014 and abandoned in July, 2016. In light of, among other things, this experience, the Trustees determined that they were not able to identify any realistic alternatives to approving the New Management Agreement that would provide the level of services to the Fund and its shareholders that are expected to be provided by Amundi Pioneer after the closing of the Transaction. Pioneer Solutions Funds | Annual Report | 7/31/17 123 Based on these considerations, the Trustees concluded that the nature, extent and quality of services that Amundi Pioneer would continue to provide to the Fund under the New Management Agreement would be satisfactory and consistent with the terms of the New Management Agreement. Performance of the Fund In considering the Fund's performance, the Trustees regularly reviewed and discussed throughout the year data prepared by Amundi Pioneer and information comparing the Fund's performance with the performance of its peer group of funds, as classified by each of Morningstar, Inc. (Morningstar) and Lipper, and the performance of the Fund's benchmark index. They also discussed the Fund's performance with Amundi Pioneer on a regular basis. The Trustees' regular reviews and discussions were factored into the Trustees' deliberations concerning the approval of the New Management Agreement. Management Fee and Expenses The Trustees noted that the stated management fees to be paid by the Fund are identical under the Current Management Agreement and the New Management Agreement. The Trustees considered information showing the fees and expenses of the Fund in comparison to the management fees and expense ratios of its peer group of funds as classified by Morningstar and also to the expense ratios of a peer group of funds selected on the basis of criteria determined by the Independent Trustees for this purpose using data provided by Strategic Insight Mutual Fund Research and Consulting, LLC (Strategic Insight), an independent third party. In all quintile rankings referred to below, first quintile is most favorable to the Fund's shareowners. To the extent applicable, the Trustees also considered the impact of transfer agency, sub-transfer agency, and other non-management fee expenses on the expense ratios of the Fund. The Trustees noted that they separately review the Fund's transfer agency, sub-transfer agency and intermediary arrangements and that the results of the most recent such review were considered in the consideration of the Fund's expense ratio. The Trustees considered that the Fund's management fee as of September 30, 2016 was in the third quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees also considered the breakpoints in the management fee schedule and the reduced fee rates above certain asset levels. The Trustees considered that the expense ratio of the Fund's Class A shares as of September 30, 2016 was in the fourth quintile relative to its Morningstar category and in the third quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees noted that Amundi Pioneer had agreed to waive fees and/or reimburse expenses in order to limit the ordinary operating expenses of the 124 Pioneer Solutions Funds | Annual Report | 7/31/17 Fund. The Trustees noted the Fund's relatively small asset size compared to most of the other funds in its peer groups. The Trustees noted the impact of expenses relating to small accounts and omnibus accounts on transfer and sub-transfer agency expenses generally. The Trustees considered that non-management fee operating expenses generally are spread over a smaller asset base than the other funds in the peer group, which results in these fees being significantly higher as a percentage of assets. The Trustees also considered information showing significant expense reimbursements by the sponsors of the other funds in the peer groups. The Trustees reviewed management fees charged by Amundi Pioneer and Amundi Pioneer Institutional to institutional and other clients, including publicly offered European funds sponsored by Amundi Pioneer's affiliates, unaffiliated U.S. registered investment companies (in a sub-advisory capacity), and unaffiliated foreign and domestic separate accounts. The Trustees also considered Amundi Pioneer's costs in providing services to the Fund and Amundi Pioneer's and Amundi Pioneer Institutional's costs in providing services to the other clients and considered the differences in management fees and profit margins for fund and non-fund services. In evaluating the fees associated with Amundi Pioneer's and Amundi Pioneer Institutional's client accounts, the Trustees took into account the respective demands, resources and complexity associated with the Fund and other client accounts. The Trustees noted that in some instances the fee rates for those clients were lower than the management fee for the Fund and considered that, under both the Current Management Agreement and the New Management Agreement, Amundi Pioneer would perform additional services for the Fund that it does not provide to those other clients or services that are broader in scope, including oversight of the Fund's other service providers and activities related to compliance and the extensive regulatory and tax regimes to which the Fund is subject. The Trustees also considered the different risks associated with Amundi Pioneer's management of the Fund and Amundi Pioneer's and Amundi Pioneer Institutional's management of the other client accounts. The Trustees concluded that the management fee payable by the Fund to Amundi Pioneer was reasonable in relation to the nature and quality of the services to be provided by Amundi Pioneer. Profitability The Trustees considered information provided by Amundi Pioneer regarding the profitability of Amundi Pioneer with respect to the advisory services provided by Amundi Pioneer to the Fund, including the methodology used by Amundi Pioneer in allocating certain of its costs to the management of the Fund. The Trustees also considered Amundi Pioneer's profit margin in connection with the overall operation of the Fund. They further reviewed the Pioneer Solutions Funds | Annual Report | 7/31/17 125 financial results, including the profit margins, realized by Amundi Pioneer and Amundi Pioneer Institutional from non-fund businesses. The Trustees considered Amundi Pioneer's profit margins with respect to the Fund in comparison to the limited industry data available and noted that the profitability of any adviser was affected by numerous factors, including its organizational structure and method for allocating expenses. The Trustees concluded that Amundi Pioneer's profitability with respect to the management of the Fund was not unreasonable. Economies of Scale The Trustees considered Amundi Pioneer's views relating to economies of scale in connection with the Pioneer Funds as fund assets grow and the extent to which any such economies of scale are shared with the Fund and Fund shareholders. The Trustees recognize that economies of scale are difficult to identify and quantify, and that, among other factors that may be relevant, are the following: fee levels, expense subsidization, investment by Amundi Pioneer in research and analytical capabilities and Amundi Pioneer's commitment and resource allocation to the Fund. The Trustees noted that profitability also may be an indicator of the availability of any economies of scale, although profitability may vary for other reasons including due to reductions in expenses. The Trustees concluded that economies of scale, if any, were being appropriately shared with the Fund. Other Benefits The Trustees considered the other benefits that Amundi Pioneer enjoys from its relationship with the Fund. The Trustees considered the character and amount of fees paid or to be paid by the Fund, other than under the Current Management Agreement or the New Management Agreement, for services provided by Amundi Pioneer and its affiliates. The Trustees further considered the revenues and profitability of Amundi Pioneer's businesses other than the Fund business. To the extent applicable, the Trustees also considered the benefits to the Fund and to Amundi Pioneer and its affiliates from the use of "soft" commission dollars generated by the Fund to pay for research and brokerage services. The Trustees considered that following the completion of the Transaction, Amundi Pioneer will be the principal U.S. asset management business of Amundi, and that Amundi's worldwide asset management business will manage over $1.38 trillion in assets (including the Pioneer Funds). This may create opportunities for Amundi Pioneer, Amundi Pioneer Institutional and Amundi that derive from Amundi Pioneer's relationships with the Fund, including Amundi's ability to market the services of Amundi Pioneer globally. The Trustees noted that Amundi Pioneer may have access to additional research capabilities as a result of the Transaction and Amundi's enhanced 126 Pioneer Solutions Funds | Annual Report | 7/31/17 global presence that may contribute to an increase of the overall scale of Amundi Pioneer. The Trustees considered that Amundi Pioneer and the Fund are expected to receive reciprocal intangible benefits from the relationship, including mutual brand recognition and, for the Fund, direct and indirect access to the resources of a large global asset manager. The Trustees concluded that any such benefits received by Amundi Pioneer as a result of its relationship with the Fund were reasonable. Conclusion After consideration of the factors described above as well as other factors, the Trustees, including the Independent Trustees, concluded that the New Management Agreement and the Interim Management Agreement for the Fund, including the fees payable thereunder, were fair and reasonable and voted to approve the New Management Agreement and the Interim Management Agreement, and to recommend that shareholders approve the New Management Agreement. Pioneer Solutions Funds | Annual Report | 7/31/17 127 Pioneer Solutions - Growth Fund Approval of New and Interim Management Agreements Amundi Pioneer Asset Management, Inc. (Amundi Pioneer), formerly Pioneer Investment Management, Inc., serves as the investment adviser to Pioneer Solutions - Growth Fund (the Fund) pursuant to an investment management agreement between Amundi Pioneer and the Fund. On July 3, 2017, Amundi acquired Pioneer Investments, a group of asset management companies located throughout the world (the "Transaction"). As a result of the Transaction, Amundi Pioneer became an indirect wholly-owned subsidiary of Amundi and Amundi's wholly-owned subsidiary, Amundi USA, Inc. Prior to July 3, 2017, Pioneer Investments was owned by Pioneer Global Asset Management S.p.A. ("PGAM"), a wholly-owned subsidiary of UniCredit S.p.A. ("UniCredit"). Under the Investment Company Act of 1940, the Fund's current investment management agreement (the "Current Management Agreement") terminated automatically upon the consummation of the Transaction. In order for Amundi Pioneer to continue to manage the Fund after the consummation of the Transaction, the Trustees and shareholders of the Fund were required to approve a new investment management agreement for the Fund (the "New Management Agreement"). As discussed below, the Board of Trustees of the Fund approved the New Management Agreement at a meeting held on March 6-7, 2017. The New Management Agreement was approved by the shareholders of the Fund at a meeting held on June 13, 2017. The Board of Trustees of the Fund also approved an interim investment management agreement between Amundi Pioneer and the Fund (the "Interim Management Agreement") at the March 6-7, 2017 meeting. The Interim Management Agreement would have taken effect upon the closing of the Transaction in the event that the shareholders of the Fund did not approve the New Management Agreement. Board Evaluation of the New and Interim Management Agreements The Board evaluated the Transaction and the New Management Agreement and Interim Management Agreement for the Fund. In connection with their evaluation of the Transaction and the New Management Agreement for the Fund, the Trustees requested such information as they deemed reasonably necessary, including: (a) the structure of the Transaction and the strategy underlying the Transaction; (b) the anticipated benefits of the Transaction to the Fund and its shareholders; (c) the post-Transaction plans for Amundi Pioneer, including Amundi's plans for integration of Pioneer Investments and Amundi Pioneer with its existing asset management businesses and plans for the future development of Amundi Pioneer; (d) the effect of the Transaction 128 Pioneer Solutions Funds | Annual Report | 7/31/17 on the ongoing services provided to the Fund, including the need to select a new independent registered public accounting firm for the Fund, and any plans to modify the operations of the Fund; (e) the stability and continuity of Amundi Pioneer's management and key employees, including compensation and benefits to Amundi Pioneer's key employees, and retention plans and incentive plan structure; (f) the post-Transaction indebtedness and financial resources of Amundi Pioneer; (g) Amundi's legal and operational structure, its principal shareholders and senior management, its investment management, risk management, administrative, legal and compliance functions; (h) certain regulatory matters relating to Amundi's affiliates; and (i) Amundi's commitment to the United States, including the role of Amundi Pioneer in the larger Amundi business. The Trustees also requested and obtained the following information in connection with their evaluation of the Transaction and the New Management Agreement for the Fund: (i) memoranda provided by Fund counsel that summarized the legal standards and other considerations that are relevant to the Trustees in their deliberations regarding the New Management Agreement; (ii) the qualifications of the investment management teams for the Fund, as well as the level of investment by the Fund's portfolio managers in the Fund; (iii) the Fund's management fees and total expense ratios, the financial statements of Amundi Pioneer and its pre- and post-Transaction parent companies, profitability analyses from Amundi Pioneer, and analyses from Amundi Pioneer as to possible economies of scale; (iv) the profitability of the institutional business of Amundi Pioneer and Amundi Pioneer's affiliate, Amundi Pioneer Institutional Asset Management, Inc. ("Amundi Pioneer Institutional") as compared to that of Amundi Pioneer's fund management business; and (v) the differences between the fees and expenses of the Fund and the fees and expenses of Amundi Pioneer's and Amundi Pioneer Institutional's institutional accounts, as well as the different services provided by Adviser to the Fund and by Amundi Pioneer and Amundi Pioneer Institutional to the institutional accounts. In addition, the Trustees considered the information provided at regularly scheduled meetings throughout the year regarding the Fund's performance and risk attributes, including through meetings with investment management personnel, and took into account other information related to the Fund provided to the Trustees at regularly scheduled meetings. The Trustees also considered information they had received in their review of the continuance of the Current Management Agreement for the Fund in September 2016. At meetings held on January 9, 2017 and January 10, 2017, the Trustees met with representatives of Amundi and PGAM, including separate meetings of the Trustees who are not "interested persons" of the Fund Complex ("Independent Trustees") and counsel with representatives of Amundi and Pioneer Solutions Funds | Annual Report | 7/31/17 129 PGAM, and subsequently with representatives of Amundi. In those meetings, they received an extensive presentation from the representatives of Amundi, including the chief executive officer of Amundi, describing Amundi's background and history, its global asset management activities, the growth of its business, and its status as the largest asset management firm in Europe and one of the largest globally; its capital structure and financial resources, including information as to the financing of the Transaction; its principal investors, including its majority investor Credit Agricole S.A., and Credit Agricole's long-term commitment to the asset management business; the philosophy and strategy underlying the Transaction and the complementarity of Amundi's and Pioneer Investments' respective asset management businesses; Amundi's various operating and investment committees and how they would likely interact with Amundi Pioneer; the proposed integration process, including the progress to date and the establishment of various integration work streams; Amundi's plans for management of Amundi Pioneer; Amundi's philosophy as to compensation of key employees and its general intentions with respect to incentive plans for key employees of Amundi Pioneer; Amundi's preliminary plans to achieve cost and other synergies; and opportunities to further develop the business of Amundi Pioneer and Amundi Pioneer Institutional, including in the area of institutional asset management, and how that would benefit shareholders of the Pioneer Funds. In those meetings, the representatives of Amundi confirmed their intention that the Chief Executive Officer and Chief Investment Officer of Amundi Pioneer would remain in their current positions, and confirmed that they do not currently foresee major changes in the day-to-day investment management operations of Amundi Pioneer with respect to the Fund as a direct result of the Transaction. They discussed incentive arrangements for key personnel that would continue after the closing of the Transaction and their plans to establish a new long-term incentive plan following the closing. They also generally discussed ways in which Amundi Pioneer could potentially draw on the expanded global resources of Amundi post-Transaction. At those meetings, the Independent Trustees identified certain areas to which they requested further information, including as to trading and execution of securities transactions, research and portfolio management and potential changes in investment process, particularly where asset classes managed by Amundi Pioneer would overlap with asset classes managed by Amundi, the continued availability of resources currently at Pioneer Investments or elsewhere within Amundi to assist in management of certain Funds, and any anticipated significant changes in operations. The Independent Trustees considered the uncertainty as to whether the Fund's independent registered public accounting firm could continue to act in that capacity after the closing of the Transaction. The Independent Trustees also met with counsel to review the information they had received to date and to discuss next steps. 130 Pioneer Solutions Funds | Annual Report | 7/31/17 Subsequently, the Trustees received further information from Amundi, including written responses to questions raised by the Independent Trustees, and received from Amundi Pioneer the information requested of it. The Independent Trustees reviewed the information provided with counsel at telephonic meetings held on February 16, 2017 and February 27, 2017. The Trustees held a special in-person Board meeting on March 6-7, 2017 for further consideration of the New Management Agreements, the Interim Management Agreements and the Transaction. The Trustees met again with senior executives of Amundi at the March 6-7, 2017 meeting. At the March 6-7, 2017 meeting, based on their evaluation of the information provided by Amundi Pioneer and Amundi, the Trustees including the Independent Trustees voting separately, approved the New Management Agreement and the Interim Management Agreement for the Fund. In considering the New Management Agreement for the Fund, the Trustees considered various factors that they determined were relevant, including the factors described below. The Trustees did not identify any single factor as the controlling factor in their determinations. The Trustees considered the same factors with respect to the Interim Management Agreement for the Fund. Nature, Extent and Quality of Services The Trustees considered the nature, extent and quality of the services that had been provided by Amundi Pioneer to the Fund and that are expected to be provided by Amundi Pioneer to the Fund following the consummation of the Transaction. The Trustees reviewed the terms of the New Management Agreement, and noted that such terms are substantially similar to the terms of the Current Management Agreement, except for different execution dates, effective dates and termination dates. The Trustees reviewed Amundi Pioneer's investment approach for the Fund and its research process. The Trustees considered the resources of Amundi Pioneer and the personnel of Amundi Pioneer who provide investment management services to the Fund. They also reviewed the amount of non-investment resources and personnel of Amundi Pioneer that are involved in Amundi Pioneer's services to the Fund, including Amundi Pioneer's compliance and legal resources and personnel. The Trustees noted the substantial attention and high priority given by Amundi Pioneer's senior management to the Pioneer Fund complex. The Trustees considered that Amundi Pioneer supervises and monitors the performance of the Fund's service providers and provides the Fund with personnel (including Fund officers) and other resources that are necessary for the Fund's business management and operations and that Amundi Pioneer would continue to provide those investment management and research services and resources to the Fund following the consummation of the Transaction. The Trustees also considered that, as administrator, Amundi Pioneer Solutions Funds | Annual Report | 7/31/17 131 Pioneer would continue to be responsible for the administration of the Fund's business and other affairs. The Trustees considered the fees to be paid to Amundi Pioneer for the provision of administration services. The Trustees considered that Deloitte & Touche LLP informed the Board that it would no longer be independent with respect to the Fund upon the completion of the Transaction and, accordingly, that it would be necessary for the Board to engage a new independent registered public accounting firm for the Fund. The Trustees considered that the Transaction was not expected to have a material adverse impact on the nature, scope and overall quality of services provided to the Fund and its shareholders, including investment management, risk management, administrative, compliance, legal and other services, as a result of the Transaction. In that regard, the Trustees considered that Amundi is one of the largest asset managers globally, and that Amundi Pioneer may have access to additional research and portfolio management capabilities as a result of the Transaction and that Amundi Pioneer, as part of Amundi, is expected to have an enhanced global presence that may contribute to an increase in the overall scale and resources of Amundi Pioneer. Furthermore, in considering whether the Transaction would be expected to have a material adverse impact on the nature, scope and overall quality of services provided to the Fund and its shareholders, the Trustees considered the statements by representatives of Amundi that they expect the Chief Executive Officer and Chief Investment Officer of Amundi Pioneer to remain in their current positions and that they do not currently foresee major changes in the day-to-day investment management operations of Amundi Pioneer as a direct result of the Transaction, or the risk management, legal or compliance services provided by Amundi Pioneer, with respect to the Fund. They further considered the current incentive arrangements for key personnel of Amundi Pioneer that would continue after the closing of the Transaction. They also noted Amundi's stated intention to establish a new long-term incentive plan following the closing. The Trustees also took into account their experience in evaluating the proposed combination of Pioneer Investments and Santander Asset Management, which was announced in September, 2014 and abandoned in July, 2016. In light of, among other things, this experience, the Trustees determined that they were not able to identify any realistic alternatives to approving the New Management Agreement that would provide the level of services to the Fund and its shareholders that are expected to be provided by Amundi Pioneer after the closing of the Transaction. 132 Pioneer Solutions Funds | Annual Report | 7/31/17 Based on these considerations, the Trustees concluded that the nature, extent and quality of services that Amundi Pioneer would continue to provide to the Fund under the New Management Agreement would be satisfactory and consistent with the terms of the New Management Agreement. Performance of the Fund In considering the Fund's performance, the Trustees regularly reviewed and discussed throughout the year data prepared by Amundi Pioneer and information comparing the Fund's performance with the performance of its peer group of funds, as classified by each of Morningstar, Inc. (Morningstar) and Lipper, and the performance of the Fund's benchmark index. They also discussed the Fund's performance with Amundi Pioneer on a regular basis. The Trustees' regular reviews and discussions were factored into the Trustees' deliberations concerning the approval of the New Management Agreement. Management Fee and Expenses The Trustees noted that the stated management fees to be paid by the Fund are identical under the Current Management Agreement and the New Management Agreement. The Trustees considered information showing the fees and expenses of the Fund in comparison to the management fees and expense ratios of its peer group of funds as classified by Morningstar and also to the expense ratios of a peer group of funds selected on the basis of criteria determined by the Independent Trustees for this purpose using data provided by Strategic Insight Mutual Fund Research and Consulting, LLC (Strategic Insight), an independent third party. In all quintile rankings referred to below, first quintile is most favorable to the Fund's shareowners. To the extent applicable, the Trustees also considered the impact of transfer agency, sub-transfer agency, and other non-management fee expenses on the expense ratios of the Fund. The Trustees noted that they separately review the Fund's transfer agency, sub-transfer agency and intermediary arrangements and that the results of the most recent such review were considered in the consideration of the Fund's expense ratio. The Trustees considered that the Fund's management fee as of September 30, 2016 was in the third quintile relative to the management fees paid by other funds in its Morningstar category for the comparable period. The Trustees also considered the breakpoints in the management fee schedule and the reduced fee rates above certain asset levels. The Trustees considered that the expense ratio of the Fund's Class A shares as of September 30, 2016 was in the fourth quintile relative to its Morningstar category and in the fifth quintile relative to its Strategic Insight peer group, in each case for the comparable period. The Trustees noted that Amundi Pioneer had agreed to waive fees and/or reimburse expenses in order to limit the ordinary operating expenses of the Pioneer Solutions Funds | Annual Report | 7/31/17 133 Fund. The Trustees noted the Fund's relatively small asset size compared to most of the other funds in its peer groups. The Trustees noted the impact of expenses relating to small accounts and omnibus accounts on transfer and sub-transfer agency expenses generally. The Trustees considered that non-management fee operating expenses generally are spread over a smaller asset base than the other funds in the peer group, which results in these fees being significantly higher as a percentage of assets. The Trustees also considered information showing significant expense reimbursements by the sponsors of the other funds in the peer groups. The Trustees reviewed management fees charged by Amundi Pioneer and Amundi Pioneer Institutional to institutional and other clients, including publicly offered European funds sponsored by Amundi Pioneer's affiliates, unaffiliated U.S. registered investment companies (in a sub-advisory capacity), and unaffiliated foreign and domestic separate accounts. The Trustees also considered Amundi Pioneer's costs in providing services to the Fund and Amundi Pioneer's and Amundi Pioneer Institutional's costs in providing services to the other clients and considered the differences in management fees and profit margins for fund and non-fund services. In evaluating the fees associated with Amundi Pioneer's and Amundi Pioneer Institutional's client accounts, the Trustees took into account the respective demands, resources and complexity associated with the Fund and other client accounts. The Trustees noted that in some instances the fee rates for those clients were lower than the management fee for the Fund and considered that, under both the Current Management Agreement and the New Management Agreement, Amundi Pioneer would perform additional services for the Fund that it does not provide to those other clients or services that are broader in scope, including oversight of the Fund's other service providers and activities related to compliance and the extensive regulatory and tax regimes to which the Fund is subject. The Trustees also considered the different risks associated with Amundi Pioneer's management of the Fund and Amundi Pioneer's and Amundi Pioneer Institutional's management of the other client accounts. The Trustees concluded that the management fee payable by the Fund to Amundi Pioneer was reasonable in relation to the nature and quality of the services to be provided by Amundi Pioneer. Profitability The Trustees considered information provided by Amundi Pioneer regarding the profitability of Amundi Pioneer with respect to the advisory services provided by Amundi Pioneer to the Fund, including the methodology used by Amundi Pioneer in allocating certain of its costs to the management of the Fund. The Trustees also considered Amundi Pioneer's profit margin in connection with the overall operation of the Fund. They further reviewed the 134 Pioneer Solutions Funds | Annual Report | 7/31/17 financial results, including the profit margins, realized by Amundi Pioneer and Amundi Pioneer Institutional from non-fund businesses. The Trustees considered Amundi Pioneer's profit margins with respect to the Fund in comparison to the limited industry data available and noted that the profitability of any adviser was affected by numerous factors, including its organizational structure and method for allocating expenses. The Trustees concluded that Amundi Pioneer's profitability with respect to the management of the Fund was not unreasonable. Economies of Scale The Trustees considered Amundi Pioneer's views relating to economies of scale in connection with the Pioneer Funds as fund assets grow and the extent to which any such economies of scale are shared with the Fund and Fund shareholders. The Trustees recognize that economies of scale are difficult to identify and quantify, and that, among other factors that may be relevant, are the following: fee levels, expense subsidization, investment by Amundi Pioneer in research and analytical capabilities and Amundi Pioneer's commitment and resource allocation to the Fund. The Trustees noted that profitability also may be an indicator of the availability of any economies of scale, although profitability may vary for other reasons including due to reductions in expenses. The Trustees concluded that economies of scale, if any, were being appropriately shared with the Fund. Other Benefits The Trustees considered the other benefits that Amundi Pioneer enjoys from its relationship with the Fund. The Trustees considered the character and amount of fees paid or to be paid by the Fund, other than under the Current Management Agreement or the New Management Agreement, for services provided by Amundi Pioneer and its affiliates. The Trustees further considered the revenues and profitability of Amundi Pioneer's businesses other than the Fund business. To the extent applicable, the Trustees also considered the benefits to the Fund and to Amundi Pioneer and its affiliates from the use of "soft" commission dollars generated by the Fund to pay for research and brokerage services. The Trustees considered that following the completion of the Transaction, Amundi Pioneer will be the principal U.S. asset management business of Amundi, and that Amundi's worldwide asset management business will manage over $1.38 trillion in assets (including the Pioneer Funds). This may create opportunities for Amundi Pioneer, Amundi Pioneer Institutional and Amundi that derive from Amundi Pioneer's relationships with the Fund, including Amundi's ability to market the services of Amundi Pioneer globally. The Trustees noted that Amundi Pioneer may have access to additional Pioneer Solutions Funds | Annual Report | 7/31/17 135 research capabilities as a result of the Transaction and Amundi's enhanced global presence that may contribute to an increase of the overall scale of Amundi Pioneer. The Trustees considered that Amundi Pioneer and the Fund are expected to receive reciprocal intangible benefits from the relationship, including mutual brand recognition and, for the Fund, direct and indirect access to the resources of a large global asset manager. The Trustees concluded that any such benefits received by Amundi Pioneer as a result of its relationship with the Fund were reasonable. Conclusion After consideration of the factors described above as well as other factors, the Trustees, including the Independent Trustees, concluded that the New Management Agreement and the Interim Management Agreement for the Fund, including the fees payable thereunder, were fair and reasonable and voted to approve the New Management Agreement and the Interim Management Agreement, and to recommend that shareholders approve the New Management Agreement. 136 Pioneer Solutions Funds | Annual Report | 7/31/17 Trustees, Officers and Service Providers Investment Adviser Amundi Pioneer Asset Management, Inc. Custodian and Sub-Administrator Brown Brothers Harriman & Co. Independent Registered Public Accounting Firm Ernst & Young LLP Principal Underwriter Amundi Pioneer Distributor, Inc. Legal Counsel Morgan, Lewis & Bockius LLP Shareowner Services and Transfer Agent Boston Financial Data Services, Inc. Proxy Voting Policies and Procedures of the Fund are available without charge, upon request, by calling our toll free number (1-800-225-6292). Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is publicly available to shareowners at www.amundipioneer.com. This information is also available on the Securities and Exchange Commission's web site at www.sec.gov. 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 46 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. The Statement of Additional Information of the Fund includes additional information about the Trustees and is available, without charge, upon request, by calling 1-800-225-6292. Pioneer Solutions Funds | Annual Report | 7/31/17 137 Independent Trustees
----------------------------------------------------------------------------------------------------------------------------------- Name, Age and Term of Office and Other Directorships Position Held With the Fund Length of Service Principal Occupation Held by Trustee ----------------------------------------------------------------------------------------------------------------------------------- Thomas J. Perna (66) Trustee since 2006. Private investor (2004 - 2008 and 2013 - Director, Broadridge Chairman of the Board Serves until a present); Chairman (2008 - 2013) and Chief Financial Solutions, Inc. and Trustee successor trustee is Executive Officer (2008 - 2012), Quadriserv, (investor communications elected or earlier Inc. (technology products for securities and securities processing retirement or removal. lending industry); and Senior Executive Vice provider for financial President, The Bank of New York (financial and services industry) (2009 - securities services) (1986 - 2004) present); Director, Quadriserv, Inc. (2005 - 2013); and Commissioner, New Jersey State Civil Service Commission (2011 - 2015) ----------------------------------------------------------------------------------------------------------------------------------- David R. Bock (73) Trustee since 2005. Managing Partner, Federal City Capital Director of New York Trustee Serves until a Advisors (corporate advisory services company) Mortgage Trust successor trustee is (1997 - 2004 and 2008 - present); Interim (publicly-traded mortgage elected or earlier Chief Executive Officer, Oxford Analytica, REIT) (2004 - 2009, 2012 - retirement or removal. Inc. (privately held research and consulting present); Director of The company) (2010); Executive Vice President and Swiss Helvetia Fund, Inc. Chief Financial Officer, I-trax, Inc. (closed-end fund) (2010 - (publicly traded health care services company) present); Director of (2004 - 2007); and Executive Vice President Oxford Analytica, Inc. and Chief Financial Officer, Pedestal Inc. (2008 - present); and (internet-based mortgage trading company) Director of Enterprise (2000 - 2002); Private Consultant (1995 - Community Investment, Inc. 1997); Managing Director, Lehman Brothers (privately-held affordable (1992 - 1995); Executive, The World Bank (1979 housing finance company) - 1992) (1985 - 2010) ----------------------------------------------------------------------------------------------------------------------------------- Benjamin M. Friedman (72) Trustee since 2008. William Joseph Maier Professor of Political Trustee, Mellon Trustee Serves until a Economy, Harvard University (1972 - present) Institutional Funds successor trustee is Investment Trust and elected or earlier Mellon Institutional Funds retirement or removal. Master Portfolio (oversaw 17 portfolios in fund complex) (1989 - 2008) ----------------------------------------------------------------------------------------------------------------------------------- Margaret B.W. Graham (70) Trustee since 2004. Founding Director, Vice-President and None Trustee Serves until a Corporate Secretary, The Winthrop Group, Inc. successor trustee is (consulting firm) (1982 - present); Desautels elected or earlier Faculty of Management, McGill University (1999 retirement or removal. - present); and Manager of Research Operations and Organizational Learning, Xerox PARC, Xerox's advance research center (1990-1994) -----------------------------------------------------------------------------------------------------------------------------------
138 Pioneer Solutions Funds | Annual Report | 7/31/17
----------------------------------------------------------------------------------------------------------------------------------- Name, Age and Term of Office and Other Directorships Position Held With the Fund Length of Service Principal Occupation Held by Trustee ----------------------------------------------------------------------------------------------------------------------------------- Lorraine H. Monchak (61) Trustee since 2017. Chief Investment Officer, 1199 SEIU Funds None Trustee (Advisory Trustee from (healthcare workers union pension funds) (2001 2014 - 2017) Serves - present); Vice President - International until a successor Investments Group, American International trustee is elected or Group, Inc. (insurance company) (1993 - 2001); earlier retirement or Vice President, Corporate Finance and Treasury removal. 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) ----------------------------------------------------------------------------------------------------------------------------------- Marguerite A. Piret (69) Trustee since 2004. President and Chief Executive Officer, Newbury Director of New America Trustee Serves until a Piret Company (investment banking firm) (1981 High Income Fund, Inc. successor trustee is - present) (closed-end investment elected or earlier company) (2004 - present); retirement or removal. and Member, Board of Governors, Investment Company Institute (2000 - 2006) ----------------------------------------------------------------------------------------------------------------------------------- Fred J. Ricciardi (70) Trustee since 2014. Consultant (investment company services) (2012 None Trustee Serves until a - present); Executive Vice President, BNY successor trustee is Mellon (financial and investment company elected or earlier services) (1969 - 2012); Director, BNY retirement or removal. International Financing Corp. (financial services) (2002 - 2012); Director, Mellon Overseas Investment Corp. (financial services) (2009 - 2012) -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Solutions Funds | Annual Report | 7/31/17 139 Interested Trustees
----------------------------------------------------------------------------------------------------------------------------------- Name, Age and Term of Office and Other Directorships Position Held With the Fund Length of Service Principal Occupation Held by Trustee ----------------------------------------------------------------------------------------------------------------------------------- Lisa M. Jones (55)* Trustee since 2017. Chair, Director, CEO and President of Amundi None Trustee, President and Serves until a Pioneer Asset Management USA, Inc. (since Chief Executive Officer successor trustee is September 2014); Chair, Director and CEO of elected or earlier Amundi Pioneer Asset Management, Inc. (since retirement or removal September 2014); Chair, Director and CEO of Amundi Pioneer Distributor, Inc. (since September 2014); Chair, Director, CEO and President of Amundi Pioneer Institutional Asset Management, Inc. (since September 2014); Managing Director, Morgan Stanley Investment Management (2010 - 2013); Director of Institutional Business, CEO of International, Eaton Vance Management (2005 - 2010) ----------------------------------------------------------------------------------------------------------------------------------- Kenneth J. Taubes (59)* Trustee since 2014. Director and Executive Vice President (since None Trustee Serves until a 2008) and Chief Investment Officer, U.S. successor trustee is (since 2010) of Amundi Pioneer Asset elected or earlier Management USA, Inc.; Executive Vice President retirement or removal and Chief Investment Officer, U.S. of Amundi Pioneer (since 2008); Executive Vice President of Amundi Pioneer Institutional Asset Management, Inc. (since 2009); Portfolio Manager of Amundi Pioneer (since 1999) -----------------------------------------------------------------------------------------------------------------------------------
* 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. 140 Pioneer Solutions Funds | Annual Report | 7/31/17 Fund Officers
----------------------------------------------------------------------------------------------------------------------------------- Name, Age and Term of Office and Other Directorships Position Held With the Fund Length of Service Principal Occupation Held by Trustee ----------------------------------------------------------------------------------------------------------------------------------- Christopher J. Kelley (52) Since 2004. Serves at Vice President and Associate General Counsel None Secretary and the discretion of the of Amundi Pioneer since January 2008; Chief Legal Officer Board. 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 ----------------------------------------------------------------------------------------------------------------------------------- Carol B. Hannigan (56) Since 2010. Serves at Fund Governance Director of Amundi Pioneer None Assistant Secretary the discretion of the since December 2006 and Assistant Secretary Board. of all the Pioneer Funds since June 2010; Manager - Fund Governance of Amundi Pioneer from December 2003 to November 2006; and Senior Paralegal of Amundi Pioneer from January 2000 to November 2003 ----------------------------------------------------------------------------------------------------------------------------------- Thomas Reyes (54) Since 2010. Serves at Senior Counsel of Amundi Pioneer since May None Assistant Secretary the discretion of the 2013 and Assistant Secretary of all the Board. Pioneer Funds since June 2010; Counsel of Amundi Pioneer from June 2007 to May 2013 ----------------------------------------------------------------------------------------------------------------------------------- Mark E. Bradley (57) Since 2008. Serves at Vice President - Fund Treasury of Amundi None Treasurer and Chief the discretion of the Pioneer; Treasurer of all of the Pioneer Financial and Board. Funds since March 2008; Deputy Treasurer of Accounting Officer 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 (52) Since 2004. Serves at Director - Fund Treasury of Amundi Pioneer; None Assistant Treasurer the discretion of the and Assistant Treasurer of all of the Pioneer Board. Funds ----------------------------------------------------------------------------------------------------------------------------------- Gary Sullivan (59) Since 2004. Serves at Fund Accounting Manager - Fund Treasury of None Assistant Treasurer the discretion of the Amundi Pioneer; and Assistant Treasurer of Board. all of the Pioneer Funds ----------------------------------------------------------------------------------------------------------------------------------- David F. Johnson (37) Since 2009. Serves at Fund Administration Manager - Fund Treasury None Assistant Treasurer the discretion of the of Amundi Pioneer since November 2008; Board. Assistant Treasurer of all of the Pioneer Funds since January 2009; Client Service Manager - Institutional Investor Services at State Street Bank from March 2003 to March 2007 -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Solutions Funds | Annual Report | 7/31/17 141 Fund Officers (continued)
----------------------------------------------------------------------------------------------------------------------------------- Name, Age and Term of Office and Other Directorships Position Held With the Fund Length of Service Principal Occupation Held by Trustee ----------------------------------------------------------------------------------------------------------------------------------- Jean M. Bradley (64) Since 2010. Serves at Chief Compliance Officer of Amundi Pioneer and None Chief Compliance Officer the discretion of the of all the Pioneer Funds since March 2010; Board. Chief Compliance Officer of Amundi Pioneer Institutional Asset Management, Inc. since January 2012; Chief Compliance Officer of Vanderbilt Capital Advisors, LLC since July 2012: Director of Adviser and Portfolio Compliance at Amundi Pioneer since October 2005; Senior Compliance Officer for Columbia Management Advisers, Inc. from October 2003 to October 2005 ----------------------------------------------------------------------------------------------------------------------------------- Kelly O'Donnell (46) Since 2006. Serves at Director - Transfer Agency Compliance of None Anti-Money Laundering Officer the discretion of the Amundi Pioneer and Anti-Money Laundering Board. Officer of all the Pioneer Funds since 2006 -----------------------------------------------------------------------------------------------------------------------------------
142 Pioneer Solutions Funds | Annual Report | 7/31/17 This page is for your notes. Pioneer Solutions Funds | Annual Report | 7/31/17 143 This page is for your notes. 144 Pioneer Solutions Funds | Annual Report | 7/31/17 This page is for your notes. Pioneer Solutions Funds | Annual Report | 7/31/17 145 This page is for your notes. 146 Pioneer Solutions Funds | Annual Report | 7/31/17 This page is for your notes. Pioneer Solutions Funds | Annual Report | 7/31/17 147 This page is for your notes. 148 Pioneer Solutions Funds | Annual Report | 7/31/17 How to Contact Amundi Pioneer We are pleased to offer a variety of convenient ways for you to contact us for assistance or information. Call us for: -------------------------------------------------------------------------------- Account Information, including existing accounts, new accounts, prospectuses, applications and service forms 1-800-225-6292 FactFone(SM) for automated fund yields, prices, account information and transactions 1-800-225-4321 Retirement plans information 1-800-622-0176 Write to us: -------------------------------------------------------------------------------- Amundi Pioneer P.O. Box 55014 Boston, Massachusetts 02205-5014 Our toll-free fax 1-800-225-4240 Our internet e-mail address ask.amundipioneer@amundipioneer.com (for general questions about Amundi Pioneer only) Visit our web site: www.amundipioneer.com This report must be preceded or accompanied by a prospectus. The Fund files a complete schedule of investments with the Securities and Exchange Commission for the first and third quarters for each fiscal year on Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's web site at http://www.sec.gov. The filed form may also be viewed and copied at the Commission's Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling 1-800-SEC-0330. [LOGO] Amundi Pioneer ============== ASSET MANAGEMENT Amundi Pioneer Asset Management, Inc. 60 State Street Boston, MA 02109 www.amundipioneer.com Securities offered through Amundi Pioneer Distributor, Inc. 60 State Street, Boston, MA 02109 Underwriter of Pioneer Mutual Funds, Member SIPC (C) 2017 Amundi Pioneer Asset Management 19417-11-0917 COVER 17 filename17.txt Morgan, Lewis & Bockius LLP One Federal Street Boston, MA 02110 October 31, 2017 VIA EDGAR --- ----- Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Pioneer Asset Allocation Trust Registration Statement on Form N-14 Ladies and Gentlemen: On behalf of our client, Pioneer Asset Allocation Trust (the "Registrant"), a Delaware statutory trust, we are hereby filing a combined information statement and registration statement on Form N-14, with exhibits (the "Registration Statement"). The Registration Statement relates to a proposed reorganization of each of Pioneer Solutions - Conservative Fund and Pioneer Solutions - Growth Fund with Pioneer Solutions - Balanced Fund, a series of the Registrant. The Registration Statement is being filed pursuant to Rule 488 under the Securities Act of 1933, as amended. It is proposed that this filing will become effective on November 30, 2017 pursuant to Rule 488. Please call the undersigned at (617) 951-8458 or Toby R. Serkin at (617) 951-8760 with any questions relating to the filing. Sincerely, /s/ Jeremy B. Kantrowitz ------------------------ Jeremy B. Kantrowitz