0000869356-17-000002.txt : 20170228 0000869356-17-000002.hdr.sgml : 20170228 20170228112844 ACCESSION NUMBER: 0000869356-17-000002 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20170228 DATE AS OF CHANGE: 20170228 EFFECTIVENESS DATE: 20170301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER EQUITY INCOME FUND CENTRAL INDEX KEY: 0000869356 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-46453 FILM NUMBER: 17645449 BUSINESS ADDRESS: STREET 1: 60 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6174224947 MAIL ADDRESS: STREET 1: 60 STATE STREET 13TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109-1820 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER EQUITY INCOME FUND CENTRAL INDEX KEY: 0000869356 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-08657 FILM NUMBER: 17645450 BUSINESS ADDRESS: STREET 1: 60 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6174224947 MAIL ADDRESS: STREET 1: 60 STATE STREET 13TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109-1820 0000869356 S000003948 Pioneer Equity Income Fund C000185372 Pioneer Equity Income Fund: Class T 0000869356 S000003948 Pioneer Equity Income Fund C000011065 Pioneer Equity Income Fund: Class A PEQIX C000011067 Pioneer Equity Income Fund: Class C PCEQX C000011068 Pioneer Equity Income Fund: Class Y PYEQX C000011069 Pioneer Equity Income Fund: Class R PQIRX C000123818 Pioneer Equity Income Fund: Class K PEQKX 485BPOS 1 ei022817485b.txt POST-EFFECTIVE AMENDMENT NO. 35 File Nos. 333-46453 811-08657 As filed with the Securities and Exchange Commission on February 28, 2017 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] Pre-Effective Amendment No. ___ [ ] Post-Effective Amendment No. 35 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X] Amendment No. 36 [X] (Check appropriate box or boxes) PIONEER EQUITY INCOME FUND (Exact Name of Registrant as Specified in Charter) 60 State Street, Boston, Massachusetts 02109 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code: (617) 742-7825 Terrence J. Cullen, Pioneer Investment Management, Inc. 60 State Street, Boston, Massachusetts 02109 (Name and Address of Agent for Service) It is proposed that this filing will become effective (check appropriate box): [ ] immediately upon filing pursuant to paragraph (b) [X] on March 1, 2017 pursuant to paragraph (b) [ ] 60 days after filing pursuant to paragraph (a)(1) [ ] on [date] pursuant to paragraph (a)(1) [ ] 75 days after filing pursuant to paragraph (a)(2) [ ] on [date] pursuant to paragraph (a)(2)of Rule 485. If appropriate, check the following box: [ ] This post-effective amendment designates a new effective date for a previously filed post-effective amendment. PIONEER -------------------------------------------------------------------------------- EQUITY INCOME FUND Class A Shares (PEQIX) Class C Shares (PCEQX) Class K Shares (PEQKX) Class R Shares (PQIRX) Class T Shares (EITPX) Class Y Shares (PYEQX) Prospectus, March 1, 2017 CONTENTS -------------------------------------------------------------------------------- Fund summary................................... 1 More on the fund's investment objectives and strategies................................. 13 More on the risks of investing in the fund..... 18 Management..................................... 29 Pricing of shares.............................. 31 Choosing a class of shares..................... 33 Distribution and service arrangements.......... 36 Sales charges.................................. 39 Buying, exchanging and selling shares.......... 47 Account options................................ 58 Shareholder services and policies.............. 62 Dividends, capital gains and taxes............. 69 Financial highlights........................... 72 Intermediary defined sales charge waiver policies....................................... 78
Neither the Securities and Exchange Commission nor any state securities agency has approved or disapproved the fund's shares or determined whether this prospectus is [GRAPHIC APPEARS HERE] accurate or complete. Any representation to the contrary is a crime. An investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. ------------------------------------------------------------------------------- Contact your investment professional to discuss how the fund may fit into your portfolio. ------------------------------------------------------------------------------- Fund summary INVESTMENT OBJECTIVES Current income and long-term growth of capital from a portfolio consisting primarily of income producing equity securities of U.S. corporations. 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 39, the "Intermediary defined sales charge waiver policies" section of the prospectus beginning on page 78, and the "Sales charges" section of the statement of additional information beginning on page 52.
SHAREOWNER FEES (fees paid directly from your investment) CLASS A CLASS C CLASS K CLASS R CLASS T CLASS Y -------------------------------------- --------- --------- --------- --------- --------- -------- Maximum sales charge (load) when you buy shares (as a percentage of offering price) 5.75% None None None 2.50% 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 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 K CLASS R CLASS T CLASS Y --------------------------------------- --------- --------- --------- --------- --------- -------- Management Fees 0.60% 0.60% 0.60% 0.60% 0.60% 0.60% --------------------------------------- ---- ---- ---- ---- ---- ---- Distribution and Service (12b-1) Fees 0.25% 1.00% 0.00% 0.50% 0.25% 0.00% --------------------------------------- ---- ---- ---- ---- ---- ---- Other Expenses/2/ 0.19% 0.17% 0.07% 0.30% 0.19% 0.17% --------------------------------------- ---- ---- ---- ---- ---- ---- Total Annual Fund Operating Expenses 1.04% 1.77% 0.67% 1.40% 1.04% 0.77% --------------------------------------- ---- ---- ---- ---- ---- ----
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 Other Expenses for Class T shares are based on estimated amounts for the current fiscal year. 1 Fund summary 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. 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 $675 $887 $1,116 $1,773 $675 $887 $1,116 $1,773 --------- ---- ---- ------ ------ ---- ---- ------ ------ Class C 280 557 959 2,084 180 557 959 2,084 --------- ---- ---- ------ ------ ---- ---- ------ ------ Class K 68 214 373 835 68 214 373 835 --------- ---- ---- ------ ------ ---- ---- ------ ------ Class R 143 443 766 1,680 143 443 766 1,680 --------- ---- ---- ------ ------ ---- ---- ------ ------ Class T 353 573 810 1,489 353 573 810 1,489 --------- ---- ---- ------ ------ ---- ---- ------ ------ Class Y 79 246 428 954 79 246 428 954 --------- ---- ---- ------ ------ ---- ---- ------ ------
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 35% of the average value of its portfolio. PRINCIPAL INVESTMENT STRATEGIES Normally, the fund invests at least 80% of its total assets in income producing equity securities of U.S. issuers. The income producing equity securities in which the fund may invest include common stocks, preferred stocks, exchange-traded funds (ETFs) that invest primarily in equity securities and equity interests in real estate investment trusts (REITs). The remainder of the fund may be invested in debt securities, most of which are expected to be convertible into common stocks. The fund may invest in initial public offerings of equity securities. 2 The fund may invest up to 20% of its total assets in securities of non-U.S. issuers, including depositary receipts. The fund will not invest more than 5% of its total assets in the securities of emerging markets issuers. The fund may invest up to 20% of its net assets in REITs. The fund also may invest in investment grade and below investment grade debt securities (known as "junk bonds"). The fund may invest up to 10% of its net assets in junk bonds, including below investment grade convertible debt securities. The fund may, but is not required to, use derivatives, such as stock index futures and options. The fund may use derivatives for a variety of purposes, including; in an attempt to hedge against adverse changes in the market price 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; 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. The fund may also hold cash or other short-term investments. The fund's investment adviser uses a value approach to select the fund's investments to buy and sell. The adviser seeks securities that are selling at substantial discounts to their underlying values and then holds these securities until the market values reflect their intrinsic values. The adviser evaluates a security's potential value, including the attractiveness of its market valuation, based on the company's assets and prospects for earnings growth. The adviser also considers a security's potential to provide a reasonable amount of income. In making these assessments, the adviser employs fundamental research and an evaluation of the issuer based on its financial statements and operations, employing a bottom-up analytic style, which focuses on specific securities rather than on industries. The adviser generally sells a portfolio security when it believes that the security's market value reflects its underlying value. 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. 3 Fund summary 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 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. 4 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. INCOME PRODUCING SECURITIES RISK. Income producing securities may fall out of favor with investors and underperform the overall equity market. LARGE CAPITALIZATION COMPANIES RISK. Large capitalization companies may fall out of favor with investors and underperform the overall equity market. PORTFOLIO SELECTION RISK. The adviser's judgment about a particular security or issuer, or about the economy or a particular sector, region or market segment, or about an investment strategy, may prove to be incorrect. 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 EU. Other countries may seek to withdraw from the EU and/or abandon the euro, the common currency of the EU. 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 5 Fund summary 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. RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public offerings (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. The purchase of IPO shares may involve high transaction costs. RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies, including exchange-traded funds (ETFs), subjects the fund to the risks of investing in the underlying securities or assets held by those funds. When investing in another fund, the fund will bear a pro rata portion of the underlying fund's expenses, in addition to its own expenses. RISKS OF CONVERTIBLE SECURITIES. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. A downturn in equity markets may cause the price of convertible securities to decrease relative to other fixed income securities. 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. 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 have a higher risk of default or are already in default and are considered speculative. 6 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. 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. 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. Industries in the consumer staples segment, such as food and drug retailing, beverages, food and tobacco products, household products and personal products, are subject to government regulation affecting ingredients and production methods. These industries also may be affected by competition, changes in consumer tastes and other factors affecting supply and demand, and litigation. DERIVATIVES RISK. Using stock index futures and options 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 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 7 Fund summary 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. 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. LIQUIDITY RISK. Some securities and derivatives held by the fund may be impossible or difficult to purchase, sell or unwind, particularly during times of market turmoil. Illiquid securities and derivatives also may be difficult to value. If the fund is forced to sell an illiquid asset or unwind a derivatives position to meet redemption requests or other cash needs, the fund may be forced to sell at a loss. 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. 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. 8 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. Please note that there are many other factors that could adversely affect your investment and that could prevent the fund from achieving its goals. An investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. 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 Russell 1000 Value Index, a broad-based measure of market performance that has characteristics relevant to the fund's investment strategies. 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. 9 Fund summary ANNUAL RETURN CLASS A SHARES (%) (Year ended December 31) [GRAPHIC APPEARS HERE]
'07 '08 '09 '10 '11 '12 '13 '14 '15 '16 0.07 -30.02 11.08 19.16 6.40 9.79 28.90 12.82 0.27 19.14
For the period covered by the bar chart: THE HIGHEST CALENDAR QUARTERLY RETURN WAS 13.18% (07/01/2009 TO 09/30/2009). THE LOWEST CALENDAR QUARTERLY RETURN WAS -21.20% (10/01/2008 TO 12/31/2008). No performance information is presented for Class T shares in the table because Class T shares do not have annual returns for at least one calendar year. The returns for Class T shares would differ from those of other classes of shares because they have different expenses. 10 AVERAGE ANNUAL TOTAL RETURN (%) (for periods ended December 31, 2016)
SINCE INCEPTION 1 YEAR 5 YEARS 10 YEARS INCEPTION DATE -------- ----------- ---------- ----------- ---------- Class A 7/25/90 -------------------------------------- ----- ----- ---- ----- ------- Return before taxes 12.30 12.45 5.89 9.55 -------------------------------------- ------ -------- ---- -------- ------- Return after taxes on distributions 8.67 10.22 4.50 8.06 -------------------------------------- ------ -------- ---- -------- ------- Return after taxes on distributions and sale of shares 9.08 9.64 4.49 7.75 -------------------------------------- ------ -------- ---- -------- ------- Class C+ 18.30 12.96 5.73 7.65 1/31/96 -------------------------------------- ------ -------- ---- -------- ------- Class K 19.57 N/A N/A 14.82 12/20/12 -------------------------------------- ------ -------- ---- -------- -------- Class R 18.73 13.41 6.23 9.68 4/1/03 -------------------------------------- ------ -------- ---- -------- -------- Class Y 19.47 14.13 6.92 7.09 7/2/98 -------------------------------------- ------ -------- ---- -------- -------- Russell 1000 Value Index (reflects no deduction for fees, expenses or taxes) 17.34 14.80 5.72 10.13 7/31/90 -------------------------------------- ------ -------- ---- -------- --------
+ The performance of Class C shares does not reflect the 1% front-end sales charge in effect prior to February 1, 2004. If you paid a 1% sales charge, your returns would be lower than those shown above. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class A shares. After-tax returns for Class C, Class K, Class R, Class T and Class Y shares will vary. MANAGEMENT INVESTMENT ADVISER Pioneer Investment Management, Inc. PORTFOLIO MANAGEMENT John A. Carey, Executive Vice President of Pioneer (portfolio manager of the fund since 1990), and Walter Hunnewell, Jr., Vice President of Pioneer (portfolio manager of the fund since 2001)
11 Fund summary 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, Class C or Class T shares must be at least $1,000. Additional investments must be at least $100 for Class A and Class T shares and $500 for Class C shares. The initial investment for Class K shares and Class Y shares must be at least $5 million. This amount may be invested in one or more of the Pioneer mutual funds that currently offer Class K shares or Class Y shares, as applicable. There is no minimum additional investment amount for Class K or Class Y shares. There is no minimum investment amount for Class R shares. TAX INFORMATION The fund intends to make distributions that may be taxed as ordinary income, qualified dividend income, or capital gains. PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or investment professional to recommend the fund over another investment. Ask your salesperson or investment professional or visit your financial intermediary's website for more information. 12 More on the fund's investment objectives and strategies INVESTMENT OBJECTIVES Current income and long-term growth of capital from a portfolio consisting primarily of income producing equity securities of U.S. corporations. The fund's investment objectives may be changed without shareholder approval. The fund will provide at least 30 days' notice prior to implementing any change to its investment objectives. PRINCIPAL INVESTMENT STRATEGIES Normally, the fund invests at least 80% of its total assets in income producing equity securities of U.S. issuers. The income producing equity securities in which the fund may invest include common stocks, preferred stocks, exchange-traded funds (ETFs) that invest primarily in equity securities and equity interests in real estate investment trusts (REITs). The remainder of the fund may be invested in debt securities, most of which are expected to be convertible into common stocks. The fund may invest in initial public offerings of equity securities. The fund may consider ETFs as income producing equity securities for purposes of satisfying the fund's 80% policy if the ETF invests at least 80% of its net assets in income producing equity securities of U.S. issuers. The fund will provide notice to shareholders at least 60 days prior to any change to its policy to invest at least 80% of its assets in income producing equity securities of U.S. issuers. The fund may invest up to 20% of its total assets in securities of non-U.S. issuers, including depositary receipts. The fund will not invest more than 5% of its total assets in the securities of emerging markets issuers. The fund does not count securities of Canadian issuers against the limit on investment in securities of non-U.S. issuers. The fund may invest up to 20% of its net assets in REITs. The fund may invest in securities of issuers in any industry or market segment, and in securities of any market capitalization. The fund may invest in debt securities. The fund may invest up to 10% of its net assets in below investment grade debt securities (known as "junk bonds"), including below investment grade convertible debt securities. The fund may invest in debt securities rated "C" or better, or comparable unrated securities. The fund invests in debt securities when the adviser believes they are consistent with the fund's investment objectives of current income and long-term capital 13 More on the fund's investment objectives and strategies growth, to diversify the fund's portfolio or for greater liquidity. The fund may invest in Brady bonds, which are restructured debt of governmental issuers of emerging market countries. Pioneer Investment Management, Inc. (Pioneer), the fund's investment adviser, uses a value approach to select the fund's investments. Using this investment style, Pioneer seeks securities selling at substantial discounts to their underlying values and then holds these securities until the market values reflect their intrinsic values. Pioneer evaluates a security's potential value, including the attractiveness of its market valuation, based on the company's assets and prospects for earnings growth. Pioneer also considers a security's potential to provide a reasonable amount of income. In making these assessments, Pioneer employs fundamental research and an evaluation of the issuer based on its financial statements and operations, employing a bottom-up analytic style, which focuses on specific securities rather than on industries. Pioneer relies on the knowledge, experience and judgment of its staff and the staff of its affiliates who have access to a wide variety of research. Pioneer focuses on the quality and price of individual issuers and securities, not on economic sector or market-timing strategies. Factors Pioneer looks for in selecting investments include: o Favorable expected returns relative to perceived risk o Management with demonstrated ability and commitment to the company o Low market valuations relative to earnings forecast, book value, cash flow and sales o Good prospects for dividend growth Pioneer generally sells a portfolio security when it believes that the security's market value reflects its underlying value. The fund's investment strategies and policies may be changed from time to time without shareholder approval, unless specifically stated otherwise in this prospectus or in the statement of additional information. 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, 14 issuers that derive at least 50% of their gross revenues or profits from goods or services produced in emerging markets or sales made in emerging markets, and emerging market governmental issuers. INVESTMENTS IN REITS REITs are companies that invest primarily in income producing real estate or real estate related loans or interests. Some REITs invest directly in real estate and derive their income from the collection of rents and capital gains on the sale of properties. Other REITs invest primarily in mortgages, including "sub-prime" mortgages, secured by real estate and derive their income from collection of interest. DEBT SECURITIES The fund may invest in debt securities. Generally the fund may acquire debt securities that are investment grade, but the fund may invest in below investment grade debt securities (known as "junk bonds") including below investment grade convertible debt securities. A debt security is investment grade if it is rated in one of the top four categories by a nationally recognized statistical rating organization or determined to be of equivalent credit quality by the adviser. 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. DERIVATIVES The fund may, but is not required to, use futures and options on securities, indices and currencies, forward foreign currency exchange contracts, swaps and other derivatives. A derivative is a security or instrument whose value is determined by reference to the value or the change in value of one or more securities, currencies, indices or other financial instruments. The fund may use derivatives for a variety of purposes, including: 15 More on the fund's investment objectives and strategies o In an attempt to hedge against adverse changes in the market prices of securities, interest rates or currency exchange rates o As a substitute for purchasing or selling securities o To attempt to increase the fund's return as a non-hedging strategy that may be considered speculative o To manage portfolio characteristics (for example, the fund's currency exposure and exposure to various market segments) o As a cash flow management technique The fund may choose not to make use of derivatives for a variety of reasons, and any use may be limited by applicable law and regulations. CASH MANAGEMENT AND TEMPORARY INVESTMENTS Normally, the fund invests substantially all of its assets to meet its investment 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 may also use other techniques, including the following non-principal investment strategies. REVERSE REPURCHASE AGREEMENTS AND BORROWING The fund may enter into reverse repurchase agreements pursuant to which the fund transfers securities to a counterparty in return for cash, and the fund agrees to repurchase the securities at a later date and for a higher price. Reverse repurchase agreements are treated as borrowings by the fund, are a form of leverage and may make the value of an investment in the fund more volatile and increase the risks of investing in the fund. The fund also may borrow money from banks or other lenders for temporary purposes. The fund may borrow up to 33 1/3% of its total assets. Entering 16 into reverse repurchase agreements and other borrowing transactions may cause the fund to liquidate positions when it may not be advantageous to do so in order to satisfy its obligations or meet segregation requirements. SHORT-TERM TRADING The fund usually does not trade for short-term profits. The fund will sell an investment, however, even if it has only been held for a short time, if it no longer meets the fund's investment criteria. If the fund does a lot of trading, it may incur additional operating expenses, which would reduce performance, and could cause shareowners to incur a higher level of taxable income or capital gains. 17 More on the risks of investing in the fund PRINCIPAL INVESTMENT RISKS You could lose money on your investment in the fund. As with any mutual fund, there is no guarantee that the fund will achieve its 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. 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. The stock market may perform poorly relative to other investments (this risk may be greater in the short term). 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 18 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. 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. INCOME PRODUCING SECURITIES RISK. Income producing securities may fall out of favor with investors and underperform the overall equity market. LARGE CAPITALIZATION COMPANIES RISK. Large capitalization companies may fall out of favor with investors and underperform the overall equity market. PORTFOLIO SELECTION RISK. The adviser's judgment about a particular security or issuer, or about the economy or a particular sector, region or market segment, or about an investment strategy, may prove to be incorrect. 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 19 More on the risks of investing in the fund 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 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: 20 o The U.S. or a local real estate market declines due to adverse economic conditions, foreclosures, overbuilding and high vacancy rates, reduced or regulated rents or other causes o Interest rates go up. Rising interest rates can adversely affect the availability and cost of financing for property acquisitions and other purposes and reduce the value of a REIT's fixed income investments o The values of properties owned by a REIT or the prospects of other real estate industry issuers may be hurt by property tax increases, zoning changes, other governmental actions, environmental liabilities, natural disasters or increased operating expenses o A REIT in the fund's portfolio is, or is perceived by the market to be, poorly managed o If the fund's real estate related investments are concentrated in one geographic area or property type, the fund will be particularly subject to the risks associated with that area or property type REITs can generally be classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs invest primarily in real property and derive income mainly from the collection of rents. They may also realize gains or losses from the sale of properties. Equity REITs will be affected by conditions in the real estate rental market and by changes in the value of the properties they own. Mortgage REITs invest primarily in mortgages and similar real estate interests and derive income primarily from interest payments. Mortgage REITs will be affected by changes in creditworthiness of borrowers and changes in interest rates. Mortgage REITs are subject to the risks of default of the mortgages or mortgage-related securities in which they invest, and REITs that invest in so-called "sub-prime" mortgages are particularly subject to this risk. Hybrid REITs invest both in real property and in mortgages. Investing in REITs involves certain unique risks. REITs are dependent on management skills, are not diversified and are subject to the risks of financing projects. REITs are typically invested in a limited number of projects or in a particular market segment or geographic region, and therefore are more susceptible to adverse developments affecting a single project, market segment or geographic region than more broadly diversified investments. REITs are subject to heavy cash flow dependency, defaults by mortgagors or other borrowers and tenants, self-liquidation and the possibility of failing 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 21 More on the risks of investing in the fund its proportionate share of any management and other expenses paid by REITs in which it invests. Such expenses are not shown in "Annual fund operating expenses" above. Many real estate companies, including REITs, utilize leverage (and some may be highly leveraged), which increases investment risk and could adversely affect a real estate company's operations and market value. Mortgage REITs tend to be more leveraged than equity REITs. In addition, many mortgage REITs manage their interest rate and credit risks through the use of derivatives and other hedging techniques. In addition, capital to pay or refinance a REIT's debt may not be available or reasonably priced. Financial covenants related to real estate company leveraging may affect the company's ability to operate effectively. RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public offerings (IPOs) generally have limited operating histories, and prospects for future profitability are uncertain. Information about the companies may be available for very limited periods. The market for IPO issuers has been volatile, and share prices of newly public companies have fluctuated significantly over short periods of time. Further, stocks of newly-public companies may decline shortly after the IPO. There is no assurance that the fund will have access to IPOs. The purchase of IPO shares may involve high transaction costs. Because of the price volatility of IPO shares, the fund may choose to hold IPO shares for a very short period of time. This may increase the turnover of the portfolio and may lead to increased expenses to the fund, such as commissions and transaction costs. The market for IPO shares can be speculative and/or inactive for extended periods of time. There may be only a limited number of shares available for trading. The limited number of shares available for trading in some IPOs may also make it more difficult for the fund to buy or sell significant amounts of shares without an unfavorable impact on prevailing prices. RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies, including exchange-traded funds (ETFs), subjects the fund to the risks of investing in the underlying securities or assets held by those funds. When investing in another fund, the fund will bear a pro rata portion of the underlying fund's expenses, in addition to its own expenses. ETFs are bought and sold based on market prices and can trade at a premium or a discount to the ETF's net asset value. 22 RISKS OF CONVERTIBLE SECURITIES. Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. As with all fixed income securities, the market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. However, when the market price of the common stock underlying a convertible security approaches or exceeds the conversion price, the convertible security tends to reflect the market price of the underlying common stock. As the market price of the underlying common stock declines, the convertible security tends to trade increasingly on a yield basis and thus may not decline in price to the same extent as the underlying common stock. Convertible securities rank senior to common stocks in an issuer's capital structure and consequently entail less risk than the issuer's common stock. The value of a synthetic convertible security will respond differently to market fluctuations than a traditional convertible security because a synthetic convertible security is composed of two or more separate securities or instruments, each with its own market value. If the value of the underlying common stock or the level of the index involved in the convertible component falls below the exercise price of the warrant or option, the warrant or option may lose all value. PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of return. Preferred stocks are subject to issuer-specific and market risks applicable generally to equity securities. In addition, a company's preferred stocks generally pay dividends only after the company makes required payments to holders of its bonds and other debt. Thus, the value of preferred stocks will usually react more strongly than bonds and other debt to actual or perceived changes in the company's financial condition or prospects. The market value of preferred stocks generally decreases when interest rates rise. Preferred stocks of smaller companies may be more vulnerable to adverse developments than preferred stocks of larger companies. 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. 23 More on the risks of investing in the fund 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. 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. 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. 24 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. Industries in the consumer staples segment, such as food and drug retailing, beverages, food and tobacco products, household products and personal products, are subject to government regulation affecting ingredients and production methods. These industries also may be affected by competition, changes in consumer tastes and other factors affecting supply and demand, and litigation. DERIVATIVES RISK. Using stock index futures and options and other derivatives exposes the fund to special risks and costs and may result in losses to the fund, even when used for hedging purposes. Using derivatives can increase losses and reduce opportunities for gain when market prices, interest rates or currencies, or the derivative instruments themselves, behave in a way not anticipated by the fund, especially in abnormal market conditions. 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. 25 More on the risks of investing in the fund The U.S. government and foreign governments are in the process of adopting and implementing regulations governing derivative markets, including mandatory clearing of certain derivatives, margin and reporting requirements. 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. The fund's ability to use certain derivative instruments currently is limited by Commodity Futures Trading Commission rules. LEVERAGING RISK. The value of your investment may be more volatile and other risks tend to be compounded if the fund borrows or uses derivatives or other investments, such as ETFs, that have embedded leverage. Leverage generally magnifies the effect of any increase or decrease in the value of the fund's underlying assets and creates a risk of loss of value on a larger pool of assets than the fund would otherwise have, potentially resulting in the loss of all assets. Engaging in such transactions may cause the fund to liquidate positions when it may not be advantageous to do so to satisfy its obligations or meet segregation requirements. 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 26 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. LIQUIDITY RISK. Liquidity risk is the risk that particular investments, or investments generally, may be impossible or difficult to purchase or sell. Although most of the fund's securities and other investments must be liquid at the time of investment, securities and other investments may become illiquid after purchase by the fund, particularly during periods of market turmoil. Liquidity and value of investments can deteriorate rapidly. When the fund holds illiquid investments, its portfolio may be harder to value, especially in changing markets. If the fund is forced to sell or unwind these investments to meet redemptions or for other cash needs, the fund may suffer a loss. The fund may experience heavy redemptions that could cause the fund to liquidate its assets at inopportune times or at a loss or depressed value, which could cause the value of your investment to decline. In addition, when there is illiquidity in the market for certain securities and other investments, the fund, due to limitations on investments in illiquid securities, may be unable to achieve its desired level of exposure to a certain sector. REDEMPTION RISK. The fund may experience periods of heavy redemptions that could cause the fund to liquidate its assets at inopportune times or at a loss or depressed value, particularly during periods of declining or illiquid markets. Redemption risk is greater to the extent that the fund has investors with large shareholdings, short investment horizons, or unpredictable cash flow needs. In addition, redemption risk is heightened during periods of overall market turmoil. The redemption by one or more large shareholders of their holdings in the fund could hurt performance and/or cause the remaining shareholders in the fund to lose money. If one decision maker has control of fund shares owned by separate fund shareholders, including clients or affiliates of the fund's adviser, redemptions by these shareholders 27 More on the risks of investing in the fund may further increase the fund's redemption risk. If the fund is forced to liquidate its assets under unfavorable conditions or at inopportune times, the value of your investment could decline. 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 overall net assets decrease. Net assets are more likely to decrease and fund expense ratios are more likely to increase when markets are volatile. To learn more about the fund's investments and risks, you should obtain and read the statement of additional information. Please note that there are many other factors that could adversely affect your investment and that could prevent the fund from achieving its goals. DISCLOSURE OF PORTFOLIO HOLDINGS The fund's policies and procedures with respect to disclosure of the fund's securities are described in the statement of additional information. 28 Management INVESTMENT ADVISER Pioneer, the fund's investment adviser, selects the fund's investments and oversees the fund's operations. Pioneer is an indirect, wholly owned subsidiary of 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 December 31, 2016, assets under management were approximately $241 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 Day-to-day management of the fund's portfolio is the responsibility of John A. Carey, portfolio manager of the fund since 1990, and Walter Hunnewell, Jr., portfolio manager of the fund since 2001. Mr. Carey and Mr. Hunnewell are supported by the domestic equity team. Members of this team manage other Pioneer funds investing primarily in U.S. equity securities. The portfolio managers and the team also may draw upon the research and investment management expertise of the global research teams, which provide fundamental and quantitative research on companies and include members from one or more of Pioneer's affiliates. Mr. Carey, an Executive Vice President of Pioneer, joined Pioneer as an analyst in 1979. Mr. Hunnewell, a Vice President of Pioneer, joined Pioneer as a portfolio manager in 2001 and has been an investment professional since 1985. 29 Management The fund's statement of additional information provides additional information about the portfolio managers' compensation, other accounts managed by the portfolio managers, and the portfolio managers' ownership of shares of the fund. MANAGEMENT FEE The fund pays Pioneer a fee for managing the fund and to cover the cost of providing certain services to the fund. Pioneer's annual fee is equal to 0.60% of the fund's average daily net assets up to $10 billion and 0.575% of the fund's average daily net assets over $10 billion. The fee is accrued daily and paid monthly. For the fiscal year ended October 31, 2016, the fund paid management fees (excluding waivers and/or assumption of expenses) equivalent to 0.60% of the fund's average daily net assets. A discussion regarding the basis for the Board of Trustees' approval of the management contract is available in the fund's annual report to shareholders for the period ended October 31, 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. 30 Pricing of shares NET ASSET VALUE The fund's net asset value is the value of its securities plus any other assets minus its accrued operating expenses and other liabilities. The fund calculates a net asset value for each class of shares every day the New York Stock Exchange is open as of the scheduled close of regular trading (normally 4:00 p.m. Eastern time). If the New York Stock Exchange closes at another time, the fund will calculate a net asset value for each class of shares as of the scheduled closing time. On days when the New York Stock Exchange is closed for trading, including certain holidays listed in the statement of additional information, a net asset value is not calculated. The fund's most recent net asset value is available on the fund's website, us.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. 31 Pricing of shares 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. 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 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, 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. 32 Choosing a class of shares The fund offers six 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." 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. 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. 33 Choosing a class of shares o There is no contingent deferred sales charge, except in certain circumstances when no initial sales charge is charged. o Distribution and service fees of 0.25% of average daily net assets. CLASS C SHARES o A 1% contingent deferred sales charge is assessed if you sell your shares within one year of purchase. Your investment firm may receive a commission from the distributor at the time of your purchase of up to 1%. o Distribution and service fees of 1.00% of average daily net assets. o Does not convert to another share class. o Maximum purchase amount (per transaction) of $499,999. CLASS K SHARES o No initial or contingent deferred sales charge. o Initial investments by discretionary accounts and direct investors are subject to a $5 million investment minimum, which may be waived in some circumstances. o There is no investment minimum for other eligible investors. CLASS R SHARES o No initial or contingent deferred sales charge. o Distribution fees of 0.50% of average daily net assets. Separate service plan provides for payment to financial intermediaries of up to 0.25% of average daily net assets. o Generally, available only through certain tax-deferred retirement plans and related accounts. CLASS T SHARES o You pay a sales charge of 2.50% of the offering price, which is reduced for large purchases. At the time of your purchase, your investment firm will receive a commission from the distributor of up to 2.50%, declining as the size of your investment increases. o There is no contingent deferred sales charge. o Distribution and service fees of 0.25% of average daily net assets. o There is no exchange privilege for Class T shares. CLASS Y SHARES o No initial or contingent deferred sales charge. 34 o Initial investments are subject to a $5 million investment minimum, which may be waived in some circumstances. SHARE CLASS ELIGIBILITY CLASS K SHARES Class K shares are available to certain discretionary accounts at Pioneer or its affiliates, certain direct investors, other Pioneer funds, and certain tax-deferred retirement plans (including 401(k) plans, employer-sponsored 403(b) plans, 457 plans, profit sharing and money purchase pension plans, defined benefit plans and non-qualified deferred compensation plans) held in plan level or omnibus accounts. Direct investors may be individuals, institutions, trusts, foundations and other institutional investors. CLASS 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). CLASS T SHARES Class T shares are available only through financial intermediaries. 35 Distribution and service arrangements DISTRIBUTION PLAN The fund has adopted a distribution plan for Class A, Class C, Class R and Class T shares in accordance with Rule 12b-1 under the Investment Company Act of 1940. Under the plan, the fund pays distribution and service fees to the distributor. Because these fees are an ongoing expense of the fund, over time they increase the cost of your investment and your shares may cost more than shares that are subject to other types of sales charges. CLASS R SHARES SERVICE PLAN The fund has adopted a separate service plan for Class R shares. Under the service plan, the fund may pay securities dealers, plan administrators or other financial intermediaries who agree to provide certain services to plans or plan participants holding shares of the fund a service fee of up to 0.25% of average daily net assets attributable to Class R shares held by such plan participants. The services provided under the service plan include acting as a shareholder of record, processing purchase and redemption orders, maintaining participant account records and answering participant questions regarding the fund. ADDITIONAL PAYMENTS TO FINANCIAL INTERMEDIARIES Your financial intermediary may receive compensation from the fund, 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 the fund's shares. Financial intermediaries include broker-dealers, banks (including bank trust departments), registered investment advisers, financial planners, retirement plan administrators and other types of intermediaries. Pioneer or its affiliates make these additional payments (sometimes referred to as "revenue sharing") to financial intermediaries out of its own assets, which may include profits derived from services provided to the fund, or from the retention of a portion of sales charges or distribution and service 36 fees. Pioneer may base these payments on a variety of criteria, including the amount of sales or assets of the Pioneer funds attributable to the financial intermediary or as a per transaction fee. Not all financial intermediaries receive additional compensation and the amount of compensation paid varies for each financial intermediary. In certain cases, these payments may be significant. Pioneer determines which firms to support and the extent of the payments it is willing to make, generally choosing firms that have a strong capability to effectively distribute shares of the Pioneer funds and that are willing to cooperate with Pioneer's promotional efforts. Pioneer also may compensate financial intermediaries (in addition to amounts that may be paid by the fund) for providing certain administrative services and transaction processing services. Pioneer may benefit from revenue sharing if the intermediary features the Pioneer funds in its sales system (such as by placing certain Pioneer funds on its preferred fund list or giving access on a preferential basis to members of the financial intermediary's sales force or management). In addition, the financial intermediary may agree to participate in the distributor's marketing efforts (such as by helping to facilitate or provide financial assistance for conferences, seminars or other programs at which Pioneer personnel may make presentations on the Pioneer funds to the intermediary's sales force). To the extent intermediaries sell more shares of the Pioneer funds or retain shares of the Pioneer funds in their clients' accounts, Pioneer receives greater management and other fees due to the increase in the Pioneer funds' assets. The intermediary may earn a profit on these payments 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 37 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. 38 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. INITIAL SALES CHARGES (CLASS T SHARES ONLY) You pay the offering price (the net asset value per share plus the initial sales charge) when you buy Class T shares. 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 T SHARES
SALES CHARGE AS % OF ---------------------- OFFERING NET AMOUNT AMOUNT OF PURCHASE PRICE INVESTED ----------------------------------- ---------- ----------- Less than $250,000 2.50 2.56 ----------------------------------- ---- ---- $250,000 but less than $500,000 2.00 2.04 ----------------------------------- ---- ---- $500,000 but less than $1,000,000 1.50 1.52 ----------------------------------- ---- ---- $1,000,000 or more 1.00 1.01 ----------------------------------- ---- ----
39 Sales charges The dollar amount of the sales charge is the difference between the offering price of the shares purchased (based on the applicable sales charge in the table) and the net asset value of those shares. Since the offering price is calculated to two decimal places using standard rounding methodology, the dollar amount of the sales charge as a percentage of the offering price and of the net amount invested for any particular purchase of fund shares may be higher or lower due to rounding. REDUCED SALES CHARGES - CLASS A SHARES You may qualify for a reduced Class A sales charge if you own or are purchasing shares of Pioneer mutual funds. The investment levels required to obtain a reduced sales charge are commonly referred to as "breakpoints." 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 the 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. Rights of accumulation are not applicable to Class T shares. LETTER OF INTENT - CLASS A SHARES ONLY You can use a letter of intent to qualify for reduced sales charges in two situations: o If you plan to invest at least $50,000 (excluding any reinvestment of dividends and capital gain distributions) in the fund's Class A shares during the next 13 months 40 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. Letters of intent are not applicable to Class T shares. 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 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. 41 Sales charges 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 free of charge on 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. 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; o Any trust, custodian, pension, profit sharing or other benefit plan of the foregoing persons; o Insurance company separate accounts; 42 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 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 43 Sales charges 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. 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 44 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); - 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 45 Sales charges - 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. 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. 46 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 47 Buying, exchanging and selling shares 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 48 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, CLASS C AND CLASS T SHARES Your initial investment must be at least $1,000. Additional investments must be at least $100 for Class A and Class T shares and $500 for Class C shares. You may qualify for lower initial or subsequent investment minimums if you are opening a retirement plan account, establishing an automatic investment plan or placing your trade through your investment firm. The fund may waive the initial or subsequent investment minimums. Minimum investment amounts may be waived for, among other things, share purchases made through certain mutual fund programs (e.g., asset based fee program accounts) sponsored by qualified intermediaries, such as broker-dealers and investment advisers, that have entered into an agreement with Pioneer. CLASS K SHARES Initial investments by discretionary accounts and direct investors in Class K shares must be at least $5 million. There is no investment minimum for other eligible investors. This amount may be invested in one or more of the Pioneer mutual funds that currently offer Class K shares. There is no minimum additional investment amount. The fund may waive the initial investment amount, if applicable. 49 Buying, exchanging and selling shares WAIVERS OF THE MINIMUM INVESTMENT AMOUNT FOR CLASS K The fund will accept an initial investment of less than $5 million if: (a) The investment is made by a retirement plan that is an eligible investor in Class K shares; or (b) The investment is made by another Pioneer fund. The fund reserves the right to waive the initial investment minimum in other circumstances. CLASS R SHARES There is no minimum investment amount for Class R shares, although investments are subject to the fund's policies regarding small accounts. CLASS Y SHARES Your initial investment in Class Y shares must be at least $5 million. This amount may be invested in one or more of the Pioneer mutual funds that currently offer Class Y shares. There is no minimum additional investment amount. The fund may waive the initial investment amount. WAIVERS OF THE MINIMUM INVESTMENT AMOUNT 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 50 (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 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 fund shares are limited to $499,999 for Class C shares. This limit is applied on a per transaction basis. Class A, Class K, Class R, Class T 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. 51 Buying, exchanging and selling shares 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: 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 52 account number and the name or names in the account registration. Please note that there may be a delay in receipt by the fund's transfer agent of purchase orders submitted by regular mail to a post office address. BY WIRE (CLASS K OR CLASS Y SHARES ONLY) If you have an existing (Class K or Class Y shares only) account, you may wire funds to purchase shares. Note, however, that: o State Street Bank must receive your wire no later than 11:00 a.m. Eastern time on the business day after the fund receives your request to purchase shares o If State Street Bank does not receive your wire by 11:00 a.m. Eastern time on the next business day, your transaction will be canceled at your expense and risk o Wire transfers normally take two or more hours to complete and a fee may be charged by the sending bank o Wire transfers may be restricted on holidays and at certain other times 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. Equity Income 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. The exchange privilege does not apply to Class T shares. 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 53 Buying, exchanging and selling shares 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 fund's transfer agent. CONSULT YOUR INVESTMENT PROFESSIONAL FOR MORE INFORMATION ABOUT EXCHANGING YOUR SHARES. The exchange privilege does not apply to Class T 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 54 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. 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. 55 Buying, exchanging and selling shares 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. The fund has authorized the distributor to act as its agent in the repurchase of fund shares from qualified investment firms. The fund reserves the right to terminate this procedure at any time. BY PHONE OR ONLINE IF YOU HAVE AN ELIGIBLE NON-RETIREMENT ACCOUNT, YOU MAY SELL UP TO $100,000 PER ACCOUNT PER DAY BY PHONE OR ONLINE. You may sell fund shares held in a retirement plan account by phone only if your account is an eligible IRA (tax penalties may apply). You may not sell your shares by phone or online if you have changed your address (for checks) or your bank information (for wires and transfers) in the last 30 days. You may receive your sale proceeds: o By check, provided the check is made payable exactly as your account is registered o By bank wire or by electronic funds transfer, provided the sale proceeds are being sent to your bank address of record 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. 56 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 PIONEER WEBSITE us.pioneerinvestments.com BY FAX Fax your exchange and sale requests to: 1-800-225-4240 57 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. 58 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. The exchange privilege does not apply to Class T shares. DISTRIBUTION OPTIONS The fund offers three distribution options. Any fund shares you buy by reinvesting distributions will be priced at the applicable net asset value per share. (1) Unless you indicate another option on your account application, any dividends and capital gain distributions paid to you by the fund will automatically be invested in additional fund shares. 59 Account options (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 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. Directed dividends do not apply to Class T shares. 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 60 o You may not request a periodic withdrawal of more than 10% of the value of any Class C or Class R share account (valued at the time the plan is implemented) These requirements do not apply to scheduled (Internal Revenue Code Section 72(t) election) or mandatory (required minimum distribution) withdrawals from IRAs and certain retirement plans. Systematic sales of fund shares may be taxable transactions for you. While you are making systematic withdrawals from your account, you may pay unnecessary initial sales charges on additional purchases of Class A shares or contingent deferred sales charges. DIRECT DEPOSIT If you elect to take dividends or dividends and capital gain distributions in cash, or if you establish a systematic withdrawal plan, you may choose to have those cash payments deposited directly into your savings, checking or NOW bank account. VOLUNTARY TAX WITHHOLDING You may have the fund's transfer agent withhold 28% of the dividends and capital gain distributions paid from your fund account (before any reinvestment) and forward the amount withheld to the Internal Revenue Service as a credit against your federal income taxes. Voluntary tax withholding is not available for retirement plan accounts or for accounts subject to backup withholding. 61 Shareholder services and policies EXCESSIVE TRADING Frequent trading into and out of the fund can disrupt portfolio management strategies, harm fund performance by forcing the fund to hold excess cash or to liquidate certain portfolio securities prematurely and increase expenses for all investors, including long-term investors who do not generate these costs. An investor may use short-term trading as a strategy, for example, if the investor believes that the valuation of the fund's portfolio securities for purposes of calculating its net asset value does not fully reflect the then-current fair market value of those holdings. The fund discourages, and does not take any intentional action to accommodate, excessive and short-term trading practices, such as market timing. Although there is no generally applied standard in the marketplace as to what level of trading activity is excessive, we may consider trading in the fund's shares to be excessive for a variety of reasons, such as if: o You sell shares within a short period of time after the shares were purchased; o You make two or more purchases and redemptions within a short period of time; o You enter into a series of transactions that indicate a timing pattern or strategy; or o We reasonably believe that you have engaged in such practices in connection with other mutual funds. The fund's Board of Trustees has adopted policies and procedures with respect to frequent purchases and redemptions of fund shares by fund investors. Pursuant to these policies and procedures, we monitor selected trades on a daily basis in an effort to detect excessive short-term trading. If we determine that an investor or a client of a broker or other intermediary has engaged in excessive short-term trading that we believe may be harmful to the fund, we will ask the investor, broker or other intermediary to cease such activity and we will refuse to process purchase orders (including purchases by exchange) of such investor, broker, other intermediary or accounts that we believe are under their control. In determining whether to take such actions, we seek to act in a manner that is consistent with the best interests of the fund's shareholders. While we use our reasonable efforts to detect excessive trading activity, there can be no assurance that our efforts will be successful or that market timers will not employ tactics designed to evade detection. If we are not successful, your return from an investment in the fund may be adversely affected. Frequently, fund shares are held through omnibus accounts maintained by financial intermediaries such as brokers and retirement plan administrators, 62 where the holdings of multiple shareholders, such as all the clients of a particular broker or other intermediary, are aggregated. Our ability to monitor trading practices by investors purchasing shares through omnibus accounts may be limited and dependent upon the cooperation of the broker or other intermediary in taking steps to limit this type of activity. The fund may reject a purchase or exchange order before its acceptance or the issuance of shares. The fund may also restrict additional purchases or exchanges in an account. Each of these steps may be taken for any transaction, for any reason, without prior notice, including transactions that the fund believes are requested on behalf of market timers. The fund reserves the right to reject any purchase or exchange request by any investor or financial institution if the fund believes that any combination of trading activity in the account or related accounts is potentially disruptive to the fund. 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. The fund may impose further restrictions on trading activities by market timers in the future. To limit the negative effects of excessive trading on the fund, the fund has adopted the following restriction on investor transactions. If an investor redeems $5,000 or more (including redemptions that are a part of an exchange transaction) from the fund, that investor shall be prevented (or "blocked") from purchasing shares of the fund (including purchases that are a part of an exchange transaction) for 30 calendar days after the redemption. This policy does not apply to systematic purchase or withdrawal plan transactions, transactions made through employer-sponsored retirement plans described under Section 401(a), 403(b) or 457 of the Internal Revenue Code or employee benefit plans, scheduled (Internal Revenue Code Section 72(t) election) or mandatory (required minimum distribution) withdrawals from IRAs, rebalancing transactions made through certain asset allocation or "wrap" programs, transactions by insurance company separate accounts or transactions by other funds that invest in the fund. This policy does not apply to purchase or redemption transactions of less than $5,000 or to Pioneer U.S. Government Money Market Fund or Pioneer Multi-Asset Ultrashort Income Fund. 63 Shareholder services and policies We rely on financial intermediaries that maintain omnibus accounts to apply to their customers either the fund's policy described above or their own policies or restrictions designed to limit excessive trading of fund shares. However, we do not impose this policy at the omnibus account level. Purchases pursuant to the reinstatement privilege (for Class A shares) are subject to this policy. PURCHASES IN KIND You may use securities you own to purchase shares of the fund provided that 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 64 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. 65 Shareholder services and policies CONFIRMATION STATEMENTS The fund's transfer agent maintains an account for each investment firm or individual shareowner and records all account transactions. You will be sent confirmation statements showing the details of your transactions as they occur, except automatic investment plan transactions, which are confirmed quarterly. If you have more than one Pioneer mutual fund account registered in your name, the Pioneer combined account statement will be mailed to you each quarter. TAX INFORMATION Early each year, the fund will mail you information about the tax status of the dividends and distributions paid to you by the fund. TAX INFORMATION FOR IRA ROLLOVERS In January (or by the applicable Internal Revenue Service deadline) following the year in which you take a reportable distribution, the fund's transfer agent will mail you a tax form reflecting the total amount(s) of distribution(s) received by the end of January. PRIVACY The fund has a policy designed to protect the privacy of your personal information. A copy of 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 66 institutions that are not participating in one of these programs are not accepted as medallion signature guarantees. The fund may accept other forms of guarantee from financial intermediaries in limited circumstances. Fiduciaries and corporations are required to submit additional documents to sell fund shares. MINIMUM ACCOUNT SIZE The fund requires that you maintain a minimum account value of $500. If you hold less than $500 in your account, the fund reserves the right to notify you that it intends to sell your shares and close your account. You will be given 60 days from the date of the notice to make additional investments to avoid having your shares sold. This policy does not apply to certain qualified retirement plan accounts. TELEPHONE AND WEBSITE ACCESS You may have difficulty contacting the fund by telephone or accessing us.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 The fund and the distributor reserve the right to: o reject any purchase or exchange order for any reason, without prior notice o charge a fee for exchanges or to modify, limit or suspend the exchange privilege at any time without notice. The fund will provide 60 days' notice of material amendments to or termination of the exchange privilege o revise, suspend, limit or terminate the account options or services available to shareowners at any time, except as required by the rules of the Securities and Exchange Commission The fund reserves the right to: o suspend or postpone transactions in shares on any day when trading on the New York Stock Exchange is closed or restricted, or when the Securities 67 Shareholder services and policies 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 68 Dividends, capital gains and taxes DIVIDENDS AND CAPITAL GAINS The fund generally pays any distributions of net short- and long-term capital gains in November. The fund generally pays dividends from any net investment income quarterly during March, June, September and December. The fund may also pay dividends and capital gain distributions at other times if necessary for the fund to avoid U.S. federal income or excise tax. If you invest in the fund shortly before a dividend or other distribution, generally you will pay a higher price per share and, unless you are exempt from tax, you will pay taxes on the amount of the distribution whether you reinvest the distribution in additional shares or receive it as cash. TAXES You will normally have to pay federal income taxes, and any state or local taxes, on the dividends and other distributions you receive from the fund, whether you take the distributions in cash or reinvest them in additional shares. For U.S. federal income tax purposes, distributions from the fund's net capital gains (if any) are considered long-term capital gains and are generally taxable to noncorporate shareholders at rates of up to 20%. Distributions from the fund's net short-term capital gains are generally taxable as ordinary income. Other dividends are taxable either as ordinary income or, in general, if paid from the fund's "qualified dividend income" and if certain conditions, including holding period requirements, are met by the fund and the shareholder, as qualified dividend income taxable to noncorporate shareholders at U.S. federal income tax rates of up to 20%. "Qualified dividend income" generally is income derived from dividends paid by U.S. corporations or certain foreign corporations that are either incorporated in a U.S. possession or eligible for tax benefits under certain U.S. income tax treaties. In addition, dividends that the fund receives in respect of stock of certain foreign corporations may be qualified dividend income if that stock is readily tradable on an established U.S. securities market. A portion of dividends received from the fund (but none of the fund's capital gain distributions) may qualify for the dividends-received deduction for corporations. The fund will report to shareholders annually the U.S. federal income tax status of all fund distributions. 69 Dividends, capital gains and taxes If the fund declares a dividend in October, November or December, payable to shareholders of record in such a month, and pays it in January of the following year, you will be taxed on the dividend as if you received it in the year in which it was declared. Sales and exchanges generally will be taxable transactions to shareowners. When you sell or exchange fund shares you will generally recognize a capital gain or capital loss in an amount equal to the difference between the net amount of sale proceeds (or, in the case of an exchange, the fair market value of the shares) that you receive and your tax basis for the shares that you sell or exchange. A 3.8% Medicare contribution tax generally applies to all or a portion of the net investment income of a shareholder who is an individual and not a nonresident alien for federal income tax purposes and who has adjusted gross income (subject to certain adjustments) that exceeds a threshold amount. 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 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 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. 70 Plan participants whose retirement plan invests in the fund generally are not subject to federal income tax on fund dividends or other distributions received by the plan or on sales or exchanges of fund shares by the plan. 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 the fund. You may also consult the fund's statement of additional information for a more detailed discussion of the U.S. federal income tax considerations that may affect the fund and its shareowners. 71 Financial highlights The financial highlights table helps you understand the fund's financial performance for the past five years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that you would have earned or lost on an investment in Class A, Class C, Class K, Class R and Class Y shares of the fund (assuming reinvestment of all dividends and distributions). No financial information is presented for Class T shares because no Class T shares were outstanding during the periods shown. The information below for the fiscal years ended October 31, 2014 through October 31, 2016 has been audited by Deloitte & Touche LLP, independent registered public accounting firm, whose report is included in the fund's annual report along with the fund's financial statements. The information below for each of the periods ended on or prior to October 31, 2013 was audited by another independent registered public accounting firm. The fund's annual report is incorporated by reference in the statement of additional information and is available upon request. 72 PIONEER EQUITY INCOME FUND CLASS A SHARES
YEAR YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED ENDED 10/31/16 10/31/15 10/31/14 10/31/13 10/31/12 -------------- -------------- ------------ ------------ ----------- Net asset value, beginning of period $ 34.41 $ 36.47 $ 34.35 $ 27.96 $ 26.19 ------- ------- -------- -------- -------- Increase (decrease) from investment operations: Net investment income (loss) $ 0.68(a) $ 0.68(a) $ 0.96 $ 0.75 $ 1.05 Net realized and unrealized gain (loss) on investments 1.89 1.16 3.11 6.53 1.56 ------- ------- -------- -------- -------- Net increase (decrease) from investment operations $ 2.57 $ 1.84 $ 4.07 $ 7.28 $ 2.61 Distribution to shareowners: Net investment income $ (0.64) $ (0.75) $ (0.80) $ (0.89) $ (0.84) Net realized gain (2.58) (3.15) (1.15) - - ------- ------- -------- -------- -------- Total distributions $ (3.22) $ (3.90) $ (1.95) $ (0.89) $ (0.84) ------- ------- -------- -------- -------- Net increase (decrease) in net asset value $ (0.65) $ (2.06) $ 2.12 $ 6.39 $ 1.77 ------- ------- -------- -------- -------- Net asset value, end of period $ 33.76 $ 34.41 $ 36.47 $ 34.35 $ 27.96 ------- ------- -------- -------- -------- Total return* 8.11% 5.30% 12.33% 26.52% 10.09% Ratio of net expenses to average net assets 1.04% 1.06% 1.09% 1.10% 1.14% Ratio of net investment income (loss) to average net assets 2.10% 1.99% 2.56% 2.39% 3.86% Portfolio turnover rate 35% 40% 29% 26% 49% Net assets, end of period (in thousands) $757,158 $732,397 $769,869 $826,039 $679,254
* Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions, the complete redemption of the investment at net asset value at the end of each period and no sales charges. Total return would be reduced if sales charges were taken into account. (a) The per-share data presented above is based on the average shares outstanding for the period presented. 73 Financial highlights PIONEER EQUITY INCOME FUND CLASS C SHARES
YEAR YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED ENDED 10/31/16 10/31/15 10/31/14 10/31/13 10/31/12 -------------- -------------- ------------ ------------ ----------- Net asset value, beginning of period $ 33.91 $ 36.03 $ 33.94 $ 27.64 $ 25.91 ------- ------- -------- -------- ------- Increase (decrease) from investment operations: Net investment income (loss) $ 0.43(a) $ 0.42(a) $ 0.62 $ 0.47 $ 0.84 Net realized and unrealized gain (loss) on investments 1.87 1.13 3.17 6.50 1.54 ------- ------- -------- -------- ------- Net increase (decrease) from investment operations $ 2.30 $ 1.55 $ 3.79 $ 6.97 $ 2.38 Distribution to shareowners: Net investment income $ (0.39) $ (0.52) $ (0.55) $ (0.67) $ (0.65) Net realized gain (2.58) (3.15) (1.15) - - ------- ------- -------- -------- ------- Total distributions $ (2.97) $ (3.67) $ (1.70) $ (0.67) $ (0.65) ------- ------- -------- -------- ------- Net increase (decrease) in net asset value $ (0.67) $ (2.12) $ 2.09 $ 6.30 $ 1.73 ------- ------- -------- -------- ------- Net asset value, end of period $ 33.24 $ 33.91 $ 36.03 $ 33.94 $ 27.64 ------- ------- -------- -------- ------- Total return* 7.34%(b) 4.49% 11.57% 25.61% 9.26% Ratio of net expenses to average net assets 1.77% 1.80% 1.80% 1.84% 1.86% Ratio of net investment income (loss) to average net assets 1.34% 1.24% 1.83% 1.62% 3.13% Portfolio turnover rate 35% 40% 29% 26% 49% Net assets, end of period (in thousands) $140,199 $116,090 $115,762 $104,890 $77,219
* Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions, the complete redemption of the investment at net asset value at the end of each period and no sales charges. Total return would be reduced if sales charges were taken into account. (a) The per-share data presented above is based on the average shares outstanding for the period presented. (b) If the Fund had not recognized gains in the settlement of class action lawsuits during the year ended October 31, 2016, the total return would have been 7.30%. 74 PIONEER EQUITY INCOME FUND CLASS K SHARES
YEAR YEAR YEAR ENDED ENDED ENDED 12/20/12 10/31/16 10/31/15 10/31/14 TO 10/31/13 -------------- -------------- ---------- ---------------- Net asset value, beginning of period $ 34.44 $ 36.52 $ 34.38 $ 28.30 ------- ------- ------- -------- Increase (decrease) from investment operations: Net investment income (loss) $ 0.80(b) $ 0.80(b) $ 0.96 $ 0.03 Net realized and unrealized gain (loss) on investments 1.89 1.17 3.27 6.63 ------- ------- ------- -------- Net increase (decrease) from investment operations $ 2.69 $ 1.97 $ 4.23 $ 6.66 Distribution to shareowners: Net investment income $ (0.74) $ (0.90) $ (0.94) $ (0.58) Net realized gain (2.58) (3.15) (1.15) - ------- ------- ------- -------- Total distributions $ (3.32) $ (4.05) $ (2.09) $ (0.58) ------- ------- ------- -------- Net increase (decrease) in net asset value $ (0.63) $ (2.08) $ 2.14 $ 6.08 ------- ------- ------- -------- Net asset value, end of period $ 33.81 $ 34.44 $ 36.52 $ 34.38 ------- ------- ------- -------- Total return* 8.50% 5.67% 12.82% 23.72%(a) Ratio of net expenses to average net assets 0.67% 0.67% 0.69% 0.66%** Ratio of net investment income (loss) to average net assets 2.42% 2.32% 2.24% 1.84%** Portfolio turnover rate 35% 40% 29% 26% Net assets, end of period (in thousands) $48,194 $20,908 $10,849 $ 117
* Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions, the complete redemption of the investment at net asset value at the end of each period and no sales charges. Total return would be reduced if sales charges were taken into account. ** Annualized. (a) Not annualized. (b) The per-share data presented above is based on the average shares outstanding for the period presented. 75 Financial highlights PIONEER EQUITY INCOME FUND CLASS R SHARES
YEAR YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED ENDED 10/31/16 10/31/15 10/31/14 10/31/13 10/31/12 -------------- -------------- ---------- ---------- ----------- Net asset value, beginning of period $ 34.83 $ 36.88 $ 34.71 $ 28.24 $ 26.45 ------- ------- ------- ------- ------- Increase (decrease) from investment operations: Net investment income (loss) $ 0.57(a) $ 0.57(a) $ 0.88 $ 0.72 $ 1.03 Net realized and unrealized gain (loss) on investments 1.92 1.16 3.11 6.54 1.52 ------- ------- ------- ------- ------- Net increase (decrease) from investment operations $ 2.49 $ 1.73 $ 3.99 $ 7.26 $ 2.55 Distribution to shareowners: Net investment income $ (0.50) $ (0.63) $ (0.67) $ (0.79) $ (0.76) Net realized gain (2.58) (3.15) (1.15) - - ------- ------- ------- ------- ------- Total distributions $ (3.08) $ (3.78) $ (1.82) $ (0.79) $ (0.76) ------- ------- ------- ------- ------- Net increase (decrease) in net asset value $ (0.59) $ (2.05) $ 2.17 $ 6.47 $ 1.79 ------- ------- ------- ------- ------- Net asset value, end of period $ 34.24 $ 34.83 $ 36.88 $ 34.71 $ 28.24 ------- ------- ------- ------- ------- Total return* 7.73% 4.90% 11.95% 26.13% 9.76% Ratio of net expenses to average net assets 1.40% 1.41% 1.43% 1.41% 1.41% Ratio of net investment income (loss) to average net assets 1.73% 1.64% 2.22% 2.09% 3.62% Portfolio turnover rate 35% 40% 29% 26% 49% Net assets, end of period (in thousands) $85,307 $75,876 $79,042 $85,986 $79,557
* Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions, the complete redemption of the investment at net asset value at the end of each period. (a) The per-share data presented above is based on the average shares outstanding for the period presented. 76 PIONEER EQUITY INCOME FUND CLASS Y SHARES
YEAR YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED ENDED 10/31/16 10/31/15 10/31/14 10/31/13 10/31/12 -------------- -------------- ------------ ------------ ----------- Net asset value, beginning of period $ 34.71 $ 36.77 $ 34.62 $ 28.17 $ 26.38 ------- ------- -------- -------- -------- Increase (decrease) from investment operations: Net investment income (loss) $ 0.77(a) $ 0.78(a) $ 0.98 $ 0.78 $ 1.05 Net realized and unrealized gain (loss) on investments 1.92 1.16 3.23 6.67 1.67 ------- ------- -------- -------- -------- Net increase (decrease) from investment operations $ 2.69 $ 1.94 $ 4.21 $ 7.45 $ 2.72 Distribution to shareowners: Net investment income $ (0.72) $ (0.85) $ (0.91) $ (1.00) $ (0.93) Net realized gain (2.58) (3.15) (1.15) - - ------- ------- -------- -------- -------- Total distributions $ (3.30) $ (4.00) $ (2.06) $ (1.00) $ (0.93) ------- ------- -------- -------- -------- Net increase (decrease) in net asset value $ (0.61) $ (2.06) $ 2.15 $ 6.45 $ 1.79 ------- ------- -------- -------- -------- Net asset value, end of period $ 34.10 $ 34.71 $ 36.77 $ 34.62 $ 28.17 ------- ------- -------- -------- -------- Total return* 8.40% 5.56% 12.67% 26.98% 10.47% Ratio of net expenses to average net assets 0.77% 0.78% 0.79% 0.76% 0.77% Ratio of net investment income (loss) to average net assets 2.34% 2.26% 2.85% 2.68% 4.20% Portfolio turnover rate 35% 40% 29% 26% 49% Net assets, end of period (in thousands) $684,969 $527,305 $510,416 $448,509 $322,567
* Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions, the complete redemption of the investment at net asset value at the end of each period. (a) The per-share data presented above is based on the average shares outstanding for the period presented. 77 Intermediary defined sales charge waiver policies 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 78 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) 79 Notes Notes Notes Pioneer Equity Income Fund YOU CAN OBTAIN MORE FREE INFORMATION about the fund from your investment firm or by writing to Pioneer Funds, 60 State Street, Boston, Massachusetts 02109. You may also call 1-800-225-6292 for more information about the fund, to request copies of the fund's statement of additional information and shareowner reports, and to make other inquiries. VISIT OUR WEBSITE us.pioneerinvestments.com The fund makes available the statement of additional information and shareowner reports, free of charge, on the fund's website at us.pioneerinvestments.com. You also may find other information and updates about Pioneer and the fund, including fund performance information and the fund's most recent net asset value, on the fund's website. SHAREOWNER REPORTS Annual and semiannual reports to shareowners, and quarterly reports filed with the Securities and Exchange Commission, provide additional information about the fund's investments. The annual report discusses market conditions and investment strategies that significantly affected the fund's performance during its last fiscal year. STATEMENT OF ADDITIONAL INFORMATION The statement of additional information provides more detailed information about the fund. The statement of additional information, dated March 1, 2017, 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 fund's shareowner reports, prospectus and statement of additional information at the Securities and Exchange Commission's Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information. The Commission charges a fee for copies. You can get the same information free from the Commission's EDGAR database on the Internet (http://www.sec.gov). You may also e-mail requests for these documents to publicinfo@sec.gov or make a request in writing to the Commission's Public Reference Section, Washington, D.C. 20549-1520. (Investment Company Act file no. 811-08657) [GRAPHIC APPEARS HERE] PIONEER FUNDS DISTRIBUTOR, INC. 60 STATE STREET 18772-15-0317 BOSTON, MA 02109 (Copyright)2017 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. 18772-15-0317 (Copyright)2017 Pioneer Funds Distributor, Inc. Underwriter of Pioneer mutual funds Member SIPC PIONEER EQUITY INCOME FUND -------------------------------------------------------------------------------- 60 State Street Boston, Massachusetts 02109 CLASS A SHARES (PEQIX) CLASS C SHARES (PCEQX) CLASS K SHARES (PEQKX) CLASS R SHARES (PQIRX) CLASS T SHARES (EITPX) CLASS Y SHARES (PYEQX) Statement of Additional Information March 1, 2017 This statement of additional information is not a prospectus. It should be read in conjunction with the fund's Class A, Class C, Class K, Class R, Class T and Class Y share prospectus dated March 1, 2017, as supplemented or revised from time to time. A copy of the prospectus can be obtained free of charge by calling the fund at 1-800-225-6292 or by written request to the fund at 60 State Street, Boston, Massachusetts 02109. You can also obtain a copy of the prospectus from our website at: us.pioneerinvestments.com. The fund's financial statements for the fiscal year ended October 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. Fund history............................................... 1 2. Investment policies, risks and restrictions................ 1 3. Trustees and officers...................................... 30 4. Investment adviser......................................... 39 5. Principal underwriter and distribution plan................ 42 6. Shareholder servicing/transfer agent....................... 44 7. Custodian and sub-administrator............................ 44 8. Independent registered public accounting firm.............. 44 9. Portfolio management....................................... 45 10. Portfolio transactions..................................... 48 11. Description of shares...................................... 49 12. Sales charges.............................................. 52 13. Redeeming shares........................................... 58 14. Telephone and online transactions.......................... 59 15. Pricing of shares.......................................... 60 16. Tax status................................................. 61 17. Financial statements....................................... 69 18. Annual fee, expense and other information.................. 69 19. Appendix A - Description of short-term debt, corporate bond and preferred stock ratings//.............................. 74 20. Appendix B - Proxy voting policies and procedures.......... 78
[GRAPHIC APPEARS HERE] 1. FUND HISTORY The fund is a diversified open-end management investment company. The fund is a series of Pioneer Equity Income Fund, a Delaware statutory trust (the "Trust"). The fund was originally organized as a series of Pioneer Growth Trust, a Massachusetts business trust on April 7, 1990. The Fund was reorganized as a series of the Trust on January 8, 1998. Prior to February 22, 2002, the fund's name was Pioneer Equity-Income Fund." Pioneer Investment Management Inc. ("Pioneer") is the fund's investment adviser. 2. INVESTMENT POLICIES, RISKS AND RESTRICTIONS The prospectus presents the investment objective and the principal investment strategies and risks of the fund. This section supplements the disclosure in the fund's prospectus and provides additional information on the fund's investment policies or restrictions. Restrictions or policies stated as a maximum percentage of the fund's assets are only applied immediately after a portfolio investment to which the policy or restriction is applicable (other than the limitations on borrowing and illiquid securities). Accordingly, any later increase or decrease in a percentage resulting from a change in values, net assets or other circumstances will not be considered in determining whether the investment complies with the fund's restrictions and policies. EQUITY SECURITIES AND RELATED INVESTMENTS INVESTMENTS IN EQUITY SECURITIES Equity securities, such as common stock, generally represent an ownership interest in a company. While equity securities have historically generated higher average returns than fixed income securities, equity securities have also experienced significantly more volatility in those returns. An adverse event, such as an unfavorable earnings report, may depress the value of a particular equity security held by the fund. Also, the prices of equity securities, particularly common stocks, are sensitive to general movements in the stock market. A drop in the stock market may depress the price of equity securities held by the fund. WARRANTS AND STOCK PURCHASE RIGHTS The fund may invest in warrants, which are securities permitting, but not obligating, their holder to subscribe for other securities. Warrants do not carry with them the right to dividends or voting rights with respect to the securities that they entitle their holders to purchase, and they do not represent any rights in the assets of the issuer. The fund may also invest in stock purchase rights. Stock purchase rights are instruments, frequently distributed to an issuer's shareholders as a dividend, that entitle the holder to purchase a specific number of shares of common stock on a specific date or during a specific period of time. The exercise price on the rights is normally at a discount from market value of the common stock at the time of distribution. The rights do not carry with them the right to dividends or to vote and may or may not be transferable. Stock purchase rights are frequently used outside of the United States as a means of raising additional capital from an issuer's current shareholders. As a result, an investment in warrants or stock purchase rights may be considered more speculative than certain other types of investments. 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. 1 Preferred stocks may differ in many of their provisions. Among the features that differentiate preferred stocks from one another are the dividend rights, which may be cumulative or noncumulative and participating or non-participating, redemption provisions, and voting rights. Such features will establish the income return and may affect the prospects for capital appreciation or risks of capital loss. The market prices of preferred stocks are subject to changes in interest rates and are more sensitive to changes in an issuer's creditworthiness than are the prices of debt securities. Shareholders of preferred stock may suffer a loss of value if dividends are not paid. Under ordinary circumstances, preferred stock does not carry voting rights. INVESTMENTS IN INITIAL PUBLIC OFFERINGS Companies involved in initial public offering (IPOs) generally have limited operating histories, and prospects for future profitability are uncertain. 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 values of sovereign debt and of securities of issuers that purchase sovereign debt may be more volatile than prices of debt obligations of U.S. issuers. In the past, certain non-U.S. countries have encountered difficulties in servicing their debt obligations, withheld payments of principal and interest, declared moratoria on the payment of principal and interest on their sovereign debt, or restructured their debt to effectively eliminate portions of it, and similar occurrences may happen in the future. There is no bankruptcy proceeding by which sovereign debt on which governmental entities have defaulted may be collected in whole or in part. A sovereign debtor's willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign currency reserves, the availability of sufficient foreign exchange, the relative size of the debt service burden, the sovereign debtor's policy toward its principal international lenders and local political constraints. Sovereign debtors may also be dependent on disbursements or assistance from non-U.S. governments, multinational agencies and other entities to reduce principal and interest arrearages on their debt. Assistance may be dependent on a country's implementation of austerity measures and reforms, which measures may limit or be perceived to limit economic growth and recovery. The failure of a sovereign debtor to implement economic reforms, 2 achieve specified levels of economic performance or repay principal or interest when due may result in the cancellation of third-party commitments to lend funds to the sovereign debtor, which may further impair such debtor's ability or willingness to service its debts. EURODOLLAR INSTRUMENTS AND SAMURAI AND YANKEE BONDS. The fund may invest in Eurodollar instruments and Samurai and Yankee bonds. Eurodollar instruments are bonds of corporate and government issuers that pay interest and principal in U.S. dollars but are issued in markets outside the United States, primarily in Europe. Samurai bonds are yen-denominated bonds sold in Japan by non-Japanese issuers. Yankee bonds are U.S. dollar denominated bonds typically issued in the U.S. by non-U.S. governments and their agencies and non-U.S. banks and corporations. The fund may also invest in Eurodollar Certificates of Deposit ("ECDs"), Eurodollar Time Deposits ("ETDs") and Yankee Certificates of Deposit ("Yankee CDs"). ECDs are U.S. dollar-denominated certificates of deposit issued by non-U.S. branches of domestic banks; ETDs are U.S. dollar-denominated deposits in a non-U.S. branch of a U.S. bank or in a non-U.S. bank; and Yankee CDs are U.S. dollar-denominated certificates of deposit issued by a U.S. branch of a non-U.S. bank and held in the U.S. These investments involve risks that are different from investments in securities issued by U.S. issuers, including potential unfavorable political and economic developments, non-U.S. withholding or other taxes, seizure of non-U.S. deposits, currency controls, interest limitations or other governmental restrictions which might affect payment of principal or interest. RISKS OF NON-U.S. INVESTMENTS. Investing in securities of non-U.S. issuers involves considerations and risks not typically associated with investing in the securities of issuers in the U.S. These risks are heightened with respect to investments in countries with emerging markets and economies. The risks of investing in securities of non-U.S. issuers generally, or in issuers with significant exposure to non-U.S. markets, may be related, among other things, to (i) differences in size, liquidity and volatility of, and the degree and manner of regulation of, the securities markets of certain non-U.S. markets compared to the securities markets in the U.S.; (ii) economic, political and social factors; and (iii) foreign exchange matters, such as restrictions on the repatriation of capital, fluctuations in exchange rates between the U.S. dollar and the currencies in which the portfolio securities are quoted or denominated, exchange control regulations and costs associated with currency exchange. 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. 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 3 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. 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 4 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. 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. 5 FOREIGN CURRENCY TRANSACTIONS The fund may engage in foreign currency transactions. These transactions may be conducted at the prevailing spot rate for purchasing or selling currency in the foreign exchange market. The fund also may enter into forward foreign currency exchange contracts, which are contractual agreements to purchase or sell a specified currency at a specified future date and price set at the time of the contract. The fund may enter into forward foreign currency exchange contracts involving currencies of the different countries in which the fund invests as a hedge against possible variations in the foreign exchange rates between these currencies and the U.S. dollar. Transaction hedging is the purchase or sale of forward foreign currency contracts with respect to specific receivables or payables of the fund, accrued in connection with the purchase and sale of its portfolio securities quoted in foreign currencies. Portfolio hedging is the use of forward foreign currency contracts to offset portfolio security positions denominated or quoted in such foreign currencies. There is no guarantee that the fund will be engaged in hedging activities when adverse exchange rate movements occur or that its hedging activities will be successful. The fund will not attempt to hedge all of its foreign portfolio positions and will enter into such transactions only to the extent, if any, deemed appropriate by 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. The fund may use forward currency exchange contracts to reduce or gain exposure to a currency. To the extent the fund gains exposure to a currency through these instruments, the resulting exposure may exceed the value of securities denominated in that currency held by the fund. For example, where the fund's security selection has resulted in an overweight or underweight exposure to a particular currency relative to the fund's benchmark, the fund may seek to adjust currency exposure using forward currency exchange contracts. The cost to the fund of engaging in foreign currency transactions varies with such factors as the currency involved, the size of the contract, the length of the contract period, differences in interest rates between the two currencies and the market conditions then prevailing. Since transactions in foreign currency and forward contracts are usually conducted on a principal basis, no fees or commissions are involved. The fund may close out a forward position in a currency by selling the forward contract or by entering into an offsetting forward contract. The precise matching of the forward contract amounts and the value of the securities involved will not generally be possible because the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date on which the contract is entered into and the date it matures. Using forward contracts to protect the value of the portfolio securities against a decline in the value of a currency does not eliminate fluctuations in the underlying prices of the securities. It simply establishes a rate of exchange which the fund can achieve at some future point in time. The precise projection of currency market movements is not possible, and short-term hedging provides a means of fixing the U.S. dollar value of only a portion of the fund's foreign assets. While the fund may benefit from foreign currency transactions, unanticipated changes in currency prices may result in a poorer overall performance for the fund than if it had not engaged in any such transactions. Moreover, there may be imperfect correlation between the portfolio holdings of securities quoted or denominated 6 in a particular currency and forward contracts entered into by the fund. Such imperfect correlation may cause the fund to sustain losses which will prevent the fund from achieving a complete hedge or expose the fund to risk of foreign exchange loss. Over-the-counter markets for trading foreign forward currency contracts offer less protection against defaults than is available when trading in currency instruments on an exchange. Since a forward foreign currency exchange contract is not guaranteed by an exchange or clearinghouse, a default on the contract would deprive the fund of unrealized profits or force the fund to cover its commitments for purchase or resale, if any, at the current market price. If the fund enters into a forward contract to purchase foreign currency, the custodian or Pioneer will segregate liquid assets. See "Asset Segregation." OPTIONS ON FOREIGN CURRENCIES The fund may purchase options on foreign currencies for hedging purposes in a manner similar to that of transactions in forward contracts. For example, a decline in the dollar value of a foreign currency in which portfolio securities are quoted or denominated will reduce the dollar value of such securities, even if their value in the foreign currency remains constant. In an attempt to protect against such decreases in the value of portfolio securities, the fund may purchase put options on the foreign currency. If the value of the currency declines, the fund will have the right to sell such currency for a fixed amount of dollars which exceeds the market value of such currency. This would result in a gain that may offset, in whole or in part, the negative effect of currency depreciation on the value of the fund's securities quoted or denominated in that currency. Conversely, if a rise in the dollar value of a currency is projected for those securities to be acquired, thereby increasing the cost of such securities, the fund may purchase call options on such currency. If the value of such currency increases, the purchase of such call options would enable the fund to purchase currency for a fixed amount of dollars which is less than the market value of such currency. Such a purchase would result in a gain that may offset, at least partially, the effect of any currency-related increase in the price of securities the fund intends to acquire. As in the case of other types of options transactions, however, the benefit the fund derives from purchasing foreign currency options will be reduced by the amount of the premium and related transaction costs. In addition, if currency exchange rates do not move in the direction or to the extent anticipated, the fund could sustain losses on transactions in foreign currency options which would deprive it of a portion or all of the benefits of advantageous changes in such rates. The fund may also write options on foreign currencies for hedging purposes. For example, if the fund anticipated a decline in the dollar value of securities quoted or denominated in a foreign currency because of declining exchange rates, it could, instead of purchasing a put option, write a covered call option on the relevant currency. If the expected decline occurs, the option will most likely not be exercised, and the decrease in value of portfolio securities will be partially offset by the amount of the premium received by the fund. Similarly, the fund could write a put option on the relevant currency, instead of purchasing a call option, to hedge against an anticipated increase in the dollar cost of securities to be acquired. If exchange rates move in the manner projected, the put option will expire unexercised and allow the fund to offset such increased cost up to the amount of the premium. However, as in the case of other types of options transactions, the writing of a foreign currency option will constitute only a partial hedge up to the amount of the premium, and only if rates move in the expected direction. If unanticipated exchange rate fluctuations occur, the option may be exercised and the fund would be required to purchase or sell the underlying currency at a loss, which may not be fully offset by the amount of the premium. As a result of writing options on foreign currencies, the fund also may be required to forgo all or a portion of the benefits which might otherwise have been obtained from favorable movements in currency exchange rates. 7 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. 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. 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 8 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 objective and policies and permissible under the Investment Company Act of 1940, as amended (the "1940 Act") and the rules thereunder. Investing in other investment companies subjects the fund to the risks of investing in the underlying securities held by those investment companies. The fund, as a holder of the securities of other investment companies, will bear its pro rata portion of the other investment companies' expenses, including advisory fees. These expenses are in addition to the direct expenses of the fund's own operations. EXCHANGE TRADED FUNDS The fund may invest in exchange traded funds ("ETFs"). ETFs, such as SPDRs, iShares and various country index funds, are funds whose shares are traded on a national exchange or the National Association of Securities Dealers' Automated Quotation System ("NASDAQ"). ETFs may be based on underlying equity or fixed income securities. SPDRs, for example, seek to provide investment results that generally correspond to the performance of the component common stocks of the Standard & Poor's 500 Stock Index (the "S&P 500"). ETFs do not sell individual shares directly to investors and only issue their shares in large blocks known as "creation units." The investor purchasing a creation unit then sells the individual shares on a secondary market. Therefore, the liquidity of ETFs depends on the adequacy of the secondary market. There can be no assurance that an ETF's investment objective will be achieved. ETFs based on an index may not replicate and maintain exactly the composition and relative weightings of securities in the index. ETFs are subject to the risks of investing in the underlying securities. The fund, as a holder of the securities 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. 9 Leveraged ETFs and inverse ETFs present all of the risks that regular ETFs present. In addition, leveraged ETFs and inverse ETFs determine their return over a specific, pre-set time period, typically daily, and, as a result, there is no guarantee that the ETF's actual long term returns will be equal to the daily return that the fund seeks to achieve. For example, on a long-term basis (e.g., a period of 6 months or a year), the return of a leveraged ETF may in fact be considerably less than two times the long-term return of the tracked index. Furthermore, because leveraged ETFs and inverse ETFs achieve their results by using derivative instruments, they are subject to the risks associated with derivative transactions, including the risk that the value of the derivatives may rise or fall more rapidly than other investments, thereby causing the ETF to lose money and, consequently, the value of the fund's investment to decrease. Investing in derivative instruments also involves the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the ETF. Short sales in particular are subject to the risk that, if the price of the security sold short increases, the inverse ETF may have to cover its short position at a higher price than the short sale price, resulting in a loss to the inverse ETF and, indirectly, to the fund. An ETF's use of these techniques will make the fund's investment in the ETF more volatile than if the fund were to invest directly in the securities underlying the tracked index, or in an ETF that does not use leverage or derivative instruments. However, by investing in a leveraged ETF or an inverse ETF rather than directly purchasing and/or selling derivative instruments, the fund will limit its potential loss solely to the amount actually invested in the ETF (that is, the fund will not lose more than the principal amount invested in the ETF). REAL ESTATE INVESTMENT TRUSTS ("REITS") The fund may invest in REITs. REITs are companies that invest primarily in income producing real estate or real estate-related loans or interests. Risks associated with investments in REITs and other equity securities of real estate industry issuers may include: o The U.S. or a local real estate market declines due to adverse economic conditions, foreclosures, overbuilding and high vacancy rates, reduced or regulated rents or other causes o Interest rates go up. Rising interest rates can adversely affect the availability and cost of financing for property acquisitions and other purposes and reduce the value of a REIT's fixed income investments o The values of properties owned by a REIT or the prospects of other real estate industry issuers may be hurt by property tax increases, zoning changes, other governmental actions, environmental liabilities, natural disasters or increased operating expenses o A REIT in the fund's portfolio is, or is perceived by the market to be, poorly managed o If the fund's real estate related investments are concentrated in one geographic area or property type, the fund will be particularly subject to the risks associated with that area or property type REITs are generally classified as equity REITs, mortgage REITs or a combination of equity and mortgage REITs (known as hybrid REITs). Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and similar real estate interests and derive income primarily from the collection of interest payments. REITs are not taxed on income distributed to shareholders provided they comply with the applicable requirements of the Code. The fund will indirectly bear its proportionate share of any management and other expenses paid by REITs in which it invests in addition to the expenses paid by the fund. Such indirect expenses are not reflected in the fee table or expense example in the fund's prospectus. Debt securities issued by REITs are, for the most part, general and unsecured obligations and are subject to risks associated with REITs. Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. An equity REIT may be affected by changes in the value of the underlying properties owned by the REIT. A mortgage REIT may be affected by changes in interest rates and the ability of the issuers of its portfolio mortgages to repay their obligations. Mortgage REITs are subject to the risks of default of the mortgages or mortgage-related securities in which they invest, and REITs that invest in 10 so-called "sub-prime" mortgages are particularly subject to this risk. REITs are dependent upon the skills of their managers and are not diversified. REITs are generally dependent upon maintaining cash flows to repay borrowings and to make distributions to shareholders and are subject to the risk of default by lessees or borrowers. REITs are typically invested in a limited number of projects or in a particular market segment or geographic region. REITs whose underlying assets are concentrated in properties in one geographic area or used by a particular industry, such as health care, will be particularly subject to risks associated with such area or industry. REITs (especially mortgage REITs) are also subject to interest rate risks. When interest rates decline, the value of a REIT's investment in fixed rate obligations can be expected to rise. Conversely, when interest rates rise, the value of a REIT's investment in fixed rate obligations can be expected to decline. If the REIT invests in adjustable rate mortgage loans, the interest rates on which are reset periodically, yields on a REIT's investments in such loans will gradually align themselves to reflect changes in market interest rates. This causes the value of such investments to fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations. REITs may have limited financial resources, may trade less frequently and in a limited volume and may be subject to more abrupt or erratic price movements than larger company securities. Historically REITs have been more volatile in price than the larger capitalization stocks included in the S&P 500. Many real estate companies, including REITs, utilize leverage (and some may be highly leveraged), which increases investment risk and could adversely affect a real estate company's operations and market value. Mortgage REITs tend to be more leveraged than equity REITs. In addition, many mortgage REITs manage their interest rate and credit risks through the use of derivatives and other hedging techniques. In addition, capital to pay or refinance a REIT's debt may not be available or reasonably priced. Financial covenants related to real estate company leveraging may affect the company's ability to operate effectively. DERIVATIVE INSTRUMENTS DERIVATIVES The fund may, but is not required to, use futures and options on securities, indices and currencies, forward foreign currency exchange contracts and other derivatives. A derivative is a security or instrument whose value is determined by reference to the value or the change in value of one or more securities, currencies, indices or other financial instruments. The fund may use derivatives for a variety of purposes, including: in an attempt to hedge against adverse changes in the market prices of securities, interest rates or currency exchange rates; as a substitute for purchasing or selling securities; to attempt to increase the fund's return as a non-hedging strategy that may be considered speculative; to manage portfolio characteristics (for example, for funds investing in securities denominated in non-U.S. currencies, a portfolio's currency exposure, 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 11 to purchase or sell a portfolio security at a time that would otherwise be favorable for it to do so, or may have to sell a portfolio security at a disadvantageous time or price to maintain cover or to segregate securities in connection with its use of derivatives. Some derivatives may involve the risk of improper valuation. Suitable derivatives may not be available in all circumstances or at reasonable prices and may not be used by the fund for a variety of reasons. Financial reform laws enacted after the financial crisis of 2008-2009, such as the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank"), are changing many aspects of financial regulation applicable to derivatives. For instance, Dodd-Frank calls for the comprehensive regulation of swaps by the Commodity Futures Trading Commission (the "CFTC") and the Securities and Exchange Commission (the "SEC"). The CFTC and the SEC are in the process of adopting and implementing new regulations applicable to these instruments, including rules with respect to recordkeeping, reporting, business conduct, relationship documentation, margin, collateral, clearing, and trade execution 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. 12 OPTIONS ON SECURITIES AND SECURITIES INDICES The fund may purchase and write put and call options on any security in which it may invest or options on any securities index based on securities in which it may invest. The fund may also be able to enter into closing sale transactions in order to realize gains or minimize losses on options it has purchased. WRITING CALL AND PUT OPTIONS ON SECURITIES. A call option written by the fund obligates the fund to sell specified securities to the holder of the option at a specified price if the option is exercised at any time before the expiration date. The exercise price may differ from the market price of an underlying security. The fund has the risk of loss that the price of an underlying security may decline during the call period. The risk may be offset to some extent by the premium the fund receives. If the value of the investment does not rise above the call price, it's likely that the call will lapse without being exercised. In that case, the fund would keep the cash premium and the investment. All call options written by the fund are covered, which means that the fund will own the securities subject to the options as long as the options are outstanding, or the fund will use the other methods described below. 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. 13 PURCHASING CALL AND PUT OPTIONS. The fund would normally purchase call options in anticipation of an increase in the market value of securities of the type in which it may invest. The purchase of a call option would entitle the fund, in return for the premium paid, to purchase specified securities at a specified price during the option period. The fund would ordinarily realize a gain if, during the option period, the value of such securities exceeded the sum of the exercise price, the premium paid and transaction costs; otherwise the fund would realize either no gain or a loss on the purchase of the call option. The fund would normally purchase put options in anticipation of a decline in the market value of securities in its portfolio ("protective puts") or in securities in which it may invest. The purchase of a put option would entitle the fund, in exchange for the premium paid, to sell specified securities at a specified price during the option period. The purchase of protective puts is designed to offset or hedge against a decline in the market value of the fund's securities. Put options may also be purchased by the fund for the purpose of affirmatively benefiting from a decline in the price of securities which it does not own. The fund would ordinarily realize a gain if, during the option period, the value of the underlying securities decreased below the exercise price sufficiently to more than cover the premium and transaction costs; otherwise the fund would realize either no gain or a loss on the purchase of the put option. Gains and losses on the purchase of protective put options would tend to be offset by countervailing changes in the value of the underlying portfolio securities. The fund may terminate its obligations under an exchange-traded call or put option by purchasing an option identical to the one it has written. Obligations under over-the-counter options may be terminated only by entering into an offsetting transaction with the counterparty to such option. Such purchases are referred to as "closing purchase transactions." OPTIONS SPREADS AND STRADDLES. Option spread and straddle transactions require a fund to purchase and/or write more than one option simultaneously. A fund may engage in option spread transactions in which it purchases and writes put or call options on the same underlying instrument, with the options having different exercise prices and/or expiration dates. A fund also may engage in option straddles, in which it purchases or sells combinations of put and call options on the same instrument. A long straddle is a combination of a call and a put option purchased on the same security where the exercise price of the put is less than or equal to the exercise price of the call. A short straddle is a combination of a call and a put written on the same security where the exercise price of the put is less than or equal to the exercise price of the call and where the same issue of security or currency is considered cover for both the put and the call. RISKS OF TRADING OPTIONS. There is no assurance that a liquid secondary market on an options exchange will exist for any particular exchange-traded option, or at any particular time. If the fund is unable to effect a closing purchase transaction with respect to covered options it has written, the fund will not be able to sell the underlying securities or dispose of its segregated assets until the options expire or are exercised. 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 14 exchange (or in that class or series of options) would cease to exist, although it is expected that outstanding options on that exchange, if any, that had been issued by the OCC as a result of trades on that exchange would continue to be exercisable in accordance with their terms. The fund may purchase and sell both options that are traded on U.S. and non-U.S. exchanges and options traded over-the-counter with broker-dealers who make markets in these options. The ability to terminate over-the-counter options is more limited than with exchange-traded options and may involve the risk that broker-dealers participating in such transactions will not fulfill their obligations. Until such time as the staff of the SEC changes its position, the fund will treat purchased over-the-counter options and all assets used to cover written over-the-counter options as illiquid securities, except that with respect to options written with primary dealers in U.S. government securities pursuant to an agreement requiring a closing purchase transaction at a formula price, the amount of illiquid securities may be calculated with reference to the formula. Transactions by the fund in options on securities and indices will be subject to limitations established by each of the exchanges, boards of trade or other trading facilities governing the maximum number of options in each class which may be written or purchased by a single investor or group of investors acting in concert. Thus, the number of options which the fund may write or purchase may be affected by options written or purchased by other investment advisory clients of 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. 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). 15 When interest rates are rising or securities prices are falling, the fund can seek to offset a decline in the value of its current portfolio securities through the sale of futures contracts. When interest rates are falling or securities prices are rising, the fund, through the purchase of futures contracts, can attempt to secure better rates or prices than might later be available in the market when it effects anticipated purchases. Similarly, the fund can sell futures contracts on a specified currency to protect against a decline in the value of such currency and a decline in the value of its portfolio securities which are denominated in such currency. The fund can purchase futures contracts on a foreign currency to establish the price in U.S. dollars of a security denominated in such currency that the fund has acquired or expects to acquire. Positions taken in the futures markets are not normally held to maturity but are instead liquidated through offsetting transactions which may result in a profit or a loss. While futures contracts on securities or currency will usually be liquidated in this manner, the fund may instead make, or take, delivery of the underlying securities or currency whenever it appears economically advantageous to do so. A clearing corporation associated with the exchange on which futures on securities or currency are traded guarantees that, if still open, the sale or purchase will be performed on the settlement date. HEDGING STRATEGIES. Hedging, by use of futures contracts, seeks to establish with more certainty the effective price, rate of return and currency exchange rate on portfolio securities and securities that the fund owns or proposes to acquire. The fund may, for example, take a "short" position in the futures market by selling futures contracts in order to hedge against an anticipated rise in interest rates or a decline in market prices or foreign currency rates that would adversely affect the value of the fund's securities. Such futures contracts may include contracts for the future delivery of securities held by the fund or securities with characteristics similar to those of the fund's securities. Similarly, the fund may sell futures contracts in a foreign currency in which its portfolio securities are denominated or in one currency to hedge against fluctuations in the value of securities denominated in a different currency if there is an established historical pattern of correlation between the two currencies. If, in the opinion of 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 16 fund becomes obligated to purchase a futures contract (if the option is exercised) which may have a value lower than the exercise price. Thus, the loss incurred by the fund in writing options on futures is potentially unlimited and may exceed the amount of the premium received. The fund will incur transaction costs in connection with the writing of options on futures. The holder or writer of an option on a futures contract may terminate its position by selling or purchasing an offsetting option on the same series. There is no guarantee that such closing transactions can be effected. The fund's ability to establish and close out positions on such options will be subject to the development and maintenance of a liquid market. OTHER CONSIDERATIONS 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. 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 17 subject to default risk of the counterparty and may be less liquid than other portfolio securities. Moreover, investments in swaps, caps, floors and collars may involve greater transaction costs than investments in other equity securities. FINANCIAL FUTURES AND OPTIONS TRANSACTIONS Pioneer has claimed an exclusion from registration as a "commodity pool operator" with respect to the fund under the Commodity Exchange Act (the "CEA"), and, therefore, Pioneer will not, with respect to its management of the fund, be subject to registration or regulation as a commodity pool operator. Under this exemption, the fund will remain limited in its ability to trade instruments subject to the jurisdiction of the CFTC, including commodity futures (which include futures on broad-based securities indexes and interest rate futures), options on commodity futures and swaps. This limitation also applies with respect to any indirect exposure that the fund may have to these instruments through investments in other funds. Pioneer may have to rely on representations from the underlying fund's manager about the amount (or maximum permitted amount) of investment exposure that the underlying fund has to instruments such as commodity futures, options on commodity futures and swaps. Under this exemption, the fund must satisfy one of the following two trading limitations at all times: (1) the aggregate initial margin and premiums required to establish the fund's positions in commodity futures, options on commodity futures, swaps and other CFTC-regulated instruments may not exceed 5% of the liquidation value of the fund's portfolio (after accounting for unrealized profits and unrealized losses on any such investments); or (2) the aggregate net notional value of such instruments, determined at the time the most recent position was established, may not exceed 100% of the liquidation value of the fund's portfolio (after accounting for unrealized profits and unrealized losses on any such positions). The fund would not be required to consider its exposure to such instruments if they were held for "bona fide hedging" purposes, as such term is defined in the rules of the CFTC. In addition to meeting one of the foregoing trading limitations, the fund may not market itself as a commodity pool or otherwise as a vehicle for trading in the markets for CFTC-regulated instruments. DEBT SECURITIES AND RELATED INVESTMENTS DEBT SECURITIES SELECTION In selecting debt securities for the fund, Pioneer gives primary consideration to the fund's investment objective, the attractiveness of the market for debt securities given the outlook of Pioneer for the equity markets and the fund's liquidity requirements. Once Pioneer determines to allocate a portion of the fund's assets to debt securities, Pioneer generally focuses on short-term instruments to provide liquidity and may invest in a range of fixed income securities if the fund is investing in such instruments for income or capital gains. Pioneer selects individual securities based on broad economic factors and issuer-specific factors including the terms of the securities (such as yields compared to U.S. Treasuries or comparable issues), liquidity and rating, sector and issuer diversification. DEBT SECURITIES RATING INFORMATION Investment grade debt securities are those rated "BBB" or higher by Standard & Poor's Ratings Group ("Standard & Poor's") or the equivalent rating of other nationally recognized statistical rating organizations. Debt securities rated BBB are considered medium grade obligations with speculative characteristics, and adverse economic conditions or changing circumstances may weaken the issuer's ability to pay interest and repay principal. Below investment grade debt securities are those rated "BB" and below by Standard & Poor's or the equivalent rating of other nationally recognized statistical rating organizations. See "Appendix A" for a description of rating categories. The fund may invest in debt securities rated "C" or better, or comparable unrated securities as determined by Pioneer. 18 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 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 objective 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 19 since 1987). Some U.S. government securities, such as U.S. Treasury bills, Treasury notes and Treasury bonds, which differ only in their interest rates, maturities and times of issuance, are supported by the full faith and credit of the United States. Others are supported by: (i) the right of the issuer to borrow from the U.S. Treasury, such as securities of the FHLBs; (ii) the discretionary authority of the U.S. government to purchase the agency's obligations, such as securities of FNMA; or (iii) only the credit of the issuer. Such debt securities are subject to the risk of default on the payment of interest and/or principal, similar to debt of private issuers. The maximum potential liability of some U.S. government securities may greatly exceed their current resources, including any legal right to support from the U.S. government. Although the U.S. government provided financial support to FNMA and FHLMC in the past, no assurance can be given that the U.S. government will provide financial support in the future to these or other U.S. government agencies, authorities or instrumentalities that are not supported by the full faith and credit of the United States. Securities guaranteed as to principal and interest by the U.S. government, its agencies, authorities or instrumentalities include: (i) securities for which the payment of principal and interest is backed by an irrevocable letter of credit issued by the U.S. government or any of its agencies, authorities or instrumentalities; and (ii) participations in loans made to non-U.S. governments or other entities that are so guaranteed. 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. 20 OTHER INVESTMENTS AND INVESTMENT TECHNIQUES SHORT-TERM INVESTMENTS For temporary defensive or cash management purposes, the fund may invest in all types of short-term investments including, but not limited to, (a) commercial paper and other short-term commercial obligations; (b) obligations (including certificates of deposit and bankers' acceptances) of banks; (c) obligations issued or guaranteed by a governmental issuer, including governmental agencies or instrumentalities; (d) fixed income securities of non-governmental issuers; and (e) other cash equivalents or cash. Subject to the fund's restrictions regarding investment in non-U.S. securities, these securities may be denominated in any currency. Although these investments generally are rated investment grade or are determined by Pioneer to be of equivalent credit quality, the fund may also invest in these instruments if they are rated below investment grade in accordance with its investment objective, policies and restrictions. 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 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. 21 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. 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. 22 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. Such segregated assets will be valued at market daily. If the aggregate value of such segregated assets declines below the aggregate value required to satisfy the 1940 Act, additional liquid assets will be segregated. In some instances a fund may "cover" its obligation using other methods to the extent permitted under the 1940 Act, orders or releases issued by the SEC thereunder, or no-action letters or other guidance of the SEC staff. PORTFOLIO TURNOVER It is the policy of the fund not to engage in trading for short-term profits, although portfolio turnover rate is not considered a limiting factor in the execution of investment decisions for the fund. A high rate of portfolio turnover (100% or more) involves correspondingly greater transaction costs which must be borne by the fund and its shareholders. See "Annual Fee, Expense and Other Information" for the fund's annual portfolio turnover rate. LENDING OF PORTFOLIO SECURITIES The fund may lend portfolio securities to registered broker-dealers or other institutional investors deemed by 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 23 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. 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 24 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) 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. 25 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 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 The fund has adopted certain fundamental investment policies which may not be changed without the affirmative vote of the holders of a "majority of the outstanding voting securities" (as defined in the 1940 Act) of the fund. For this purpose, a majority of the outstanding shares of the fund means the vote of the lesser of: (1) 67% or more of the shares represented at a meeting, if the holders of more than 50% of the outstanding shares are present in person or by proxy; or 26 (2) more than 50% of the outstanding shares of the fund. The fund's fundamental policies are as follows: (1) The fund may not borrow money except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority of competent jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority of competent jurisdiction. (2) The fund may not engage in the business of underwriting the securities of other issuers except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority of competent jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority of competent jurisdiction. (3) The fund may lend money or other assets to the extent permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority of competent jurisdiction or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority of competent jurisdiction. (4) The fund may not issue senior securities except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority of competent jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority of competent jurisdiction. (5) The fund may not purchase or sell real estate except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority of competent jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority of competent jurisdiction. (6) The fund may purchase or sell commodities or contracts related to commodities to the extent permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority of competent jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority of competent jurisdiction. (7) Except as permitted by exemptive or other relief or permission from the SEC, SEC staff or other authority of competent jurisdiction, the fund may not make any investment if, as a result, the fund's investments will be concentrated in any one industry. With respect to the fundamental policy relating to borrowing money set forth in (1) above, the 1940 Act permits a fund to borrow money in amounts of up to one-third of the fund's total assets from banks for any purpose, and to borrow up to 5% of the fund's total assets from banks or other lenders for temporary purposes (the fund's total assets include the amounts being borrowed). To limit the risks attendant to borrowing, the 1940 Act requires the fund to maintain at all times an "asset coverage" of at least 300% of the amount of its borrowings. Asset coverage means the ratio that the value of the fund's total assets (including amounts borrowed), minus liabilities other than borrowings, bears to the aggregate amount of all borrowings. Borrowing money to increase a fund's investment portfolio is known as "leveraging." Borrowing, especially when used for leverage, may cause the value of a fund's shares to be more volatile than if the fund did not borrow. This is because borrowing tends to magnify the effect of any increase or decrease in the value of the fund's portfolio holdings. Borrowed money thus creates an opportunity for greater gains, but also greater losses. To repay borrowings, the fund may have to sell securities at a time and at a price 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 27 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 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, 28 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. 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 29 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. The fund's fundamental policies are written and will be interpreted broadly. For example, the policies will be interpreted to refer to the 1940 Act and the related rules as they are in effect from time to time, and to interpretations and modifications of or relating to the 1940 Act by the SEC, SEC staff or other authority of competent jurisdiction as they are given from time to time. When a policy provides that an investment practice may be conducted as permitted by the 1940 Act, the policy will be interpreted to mean either that the 1940 Act expressly permits the practice or that the 1940 Act does not prohibit the practice. NON-FUNDAMENTAL INVESTMENT POLICY The following policy is non-fundamental and may be changed by a vote of the Board of Trustees without approval of shareholders. The fund may not invest in any investment company in reliance on Section 12(d)(1)(F) of the 1940 Act, which would allow the fund to invest in other investment companies, or in reliance on Section 12(d)(1)(G) of the 1940 Act, which would allow the fund to invest in other Pioneer funds, in each case without being subject to the limitations discussed above under "Other Investment Companies" so long as another investment company invests in the fund in reliance on Section 12(d)(1)(G). The fund has adopted this non-fundamental policy in order that the fund may be a permitted investment of the series of Pioneer Asset Allocation Trust. If the series of Pioneer Asset Allocation Trust do not invest in the fund, then this non-fundamental restriction will not apply. In addition, the fund's investment objective is non-fundamental and it and the fund's non-fundamental investment policies may be changed by a vote of the Board of Trustees without approval of shareholders at any time. DIVERSIFICATION The 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 30 Trustee of each of the 46 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) ---- DAVID R. BOCK (73) 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) ----
31
NAME, AGE AND TERM OF OFFICE AND OTHER DIRECTORSHIPS POSITION HELD WITH THE FUND LENGTH OF SERVICE PRINCIPAL OCCUPATION HELD BY TRUSTEE ----------------------------- -------------------------- ------------------------------------- --------------------- MARGARET B.W. GRAHAM Trustee since 1990. 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 1990. 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) ---- 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) -------------------------------------
32
NAME, AGE AND TERM OF OFFICE AND OTHER DIRECTORSHIPS POSITION HELD WITH THE FUND LENGTH OF SERVICE PRINCIPAL OCCUPATION HELD BY TRUSTEE ----------------------------- ------------------------ -------------------------------------- --------------------- 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) -------------------------------------- FUND OFFICERS: ----------------------------- ---- -------------------------------------- ---- LISA M. JONES (55) 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 (52) Since 2003. 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 --------------------------------------
33
NAME, AGE AND TERM OF OFFICE AND OTHER DIRECTORSHIPS POSITION HELD WITH THE FUND LENGTH OF SERVICE PRINCIPAL OCCUPATION HELD BY TRUSTEE ----------------------------- ----------------------- --------------------------------------- --------------------- CAROL B. HANNIGAN (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 (54) 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 (57) 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 2000. Serves at Director - Fund Treasury of Pioneer; None --------------------- Assistant Treasurer the discretion of the and Assistant Treasurer of all of the ----------------------------- Board Pioneer Funds ----------------------- --------------------------------------- GARY SULLIVAN (58) Since 2002. 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 (37) 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 ---------------------------------------
34 * 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 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 35 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, 1, 5 and 5 meetings, respectively. INDEPENDENT TRUSTEES COMMITTEE David R. Bock, Benjamin M. Friedman, Margaret B.W. Graham, Lorraine H. Monchak (non-voting advisory member), 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. 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, 36 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. 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. 37 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. The fund faces a number of risks, such as investment risk, counterparty risk, valuation risk, enterprise risk, reputational risk, cybersecurity risk, risk of operational failure or lack of business continuity, and legal, compliance and regulatory risk. The goal of risk management is to identify and address risks, i.e., events or circumstances that could have material adverse effects on the business, operations, shareholder services, investment performance or reputation of the fund. Most of the fund's investment management and business operations are carried out by or through 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, and the applicable committee of the Board reviews Financial Intermediary Controls and Compliance Assessment (FICCA) reports, if available. The reports received by the Trustees related to risks typically are summaries of relevant information. The Trustees recognize that not all risks that may affect the fund can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve the fund's goals, that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness, and that some risks are simply beyond the control of the fund or 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. 38 Except for the chief compliance officer, the fund does not pay any salary or other compensation to its officers. The fund pays a portion of the chief compliance officer's compensation for her services as the fund's chief compliance officer. Pioneer pays the remaining portion of the chief compliance officer's compensation. See "Compensation of Officers and Trustees" in "Annual Fee, Expense and Other Information." SALES LOADS The fund offers its shares to Trustees and officers of the fund and employees of Pioneer and its affiliates without a sales charge (excluding Class T shares) in order to encourage investment in the fund by individuals who are responsible for its management and because the sales to such persons do not entail any sales effort by the fund, brokers or other intermediaries. OTHER INFORMATION The Amended and Restated Agreement and Declaration of Trust provides that no Trustee, officer or employee of the fund shall be liable to the fund or any shareholder for any action, failure to act, error or mistake except in cases of bad faith, willful misfeasance, gross negligence or reckless disregard of duty. The Amended and Restated Agreement and Declaration of Trust requires the fund to indemnify each Trustee, director, officer, employee and authorized agent to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee, or agent and against amounts paid or incurred by him in settlement thereof. The 1940 Act currently provides that no officer or director shall be protected from liability to the fund or shareholders for willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties of office. The Amended and Restated Agreement and Declaration of Trust extends to Trustees, officers and employees of the fund the full protection from liability that the law allows. SHARE OWNERSHIP See "Annual Fee, Expense and Other Information" for information on the ownership of fund shares by the Trustees, the fund's officers and owners in excess of 5% of any class of shares of the fund and a table indicating the value of shares that each Trustee beneficially owns in the fund and in all the Pioneer Funds. PROXY VOTING POLICIES Information regarding how the fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available to shareowners without charge at http://us.pioneerinvestments.com and on the SEC's website at http://www.sec.gov. The fund's proxy voting policies and procedures are attached as "Appendix B". 4. INVESTMENT ADVISER The fund has 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 the 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 the fund's investment adviser, Pioneer provides the fund with investment research, advice and supervision and furnishes an investment program for the fund consistent with the fund's investment objective and policies, subject to the supervision of the fund's Trustees. Pioneer determines what portfolio securities will be purchased or sold, arranges for the placing of orders for the purchase or sale of portfolio securities, selects brokers or dealers to place those orders, maintains books and records with respect to the fund's securities transactions, and reports to the Trustees on the fund's investments and performance. 39 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 are 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. ADVISORY FEE As compensation for its management services and expenses incurred, the fund pays Pioneer a fee at the annual rate of 0.60% of the fund's average daily net assets up to $10 billion and 0.575% of the fund's average daily net assets over $10 billion. The fee is computed and accrued daily and paid monthly. See the table in Annual Fee, Expense and Other Information for management fees paid to Pioneer during recently completed fiscal years. ADMINISTRATION AGREEMENT The fund has entered into an amended and restated administration agreement with Pioneer pursuant to which Pioneer acts as the fund's administrator, performing certain accounting, administration and legal services for the 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 the 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 the fund, Pioneer pays or reimburses the fund for expenses relating to its services for the fund, with the exception of the following, which are to be paid by the fund: (a) charges and expenses for fund accounting, pricing and appraisal services and related overhead, including, to the extent such services are performed by personnel of 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, 40 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 certificates; (l) interest on borrowed money, if any; (m) fees payable by the fund under management agreements and the administration agreement; and (n) extraordinary expenses. The fund shall also assume and pay any other expense that the fund, Pioneer or any other agent of the fund may incur not listed above that is approved by the Board of Trustees (including a majority of the Independent Trustees) as being an appropriate expense of the fund. The fund shall pay all fees and expenses to be paid by the fund under the sub-administration agreement with Brown Brothers Harriman & Co. In addition, the fund shall pay all brokers' and underwriting commissions chargeable to the fund in connection with securities transactions to which the fund is a party. POTENTIAL CONFLICTS OF INTEREST The fund is managed by Pioneer, which also serves as investment adviser to other Pioneer mutual funds and other accounts (including separate accounts and unregistered products) with investment objectives identical or similar to those of the fund. Securities frequently meet the investment objectives of the fund, the other Pioneer mutual funds and such other accounts. In such cases, the decision to recommend a purchase to one fund or account rather than another is based on a number of factors. The determining factors in most cases are the amount of securities of the issuer then outstanding, the value of those securities and the market for them. Other factors considered in the investment recommendations include other investments which each fund or account presently has in a particular industry and the availability of investment funds in each fund or account. It is possible that at times identical securities will be held by more than one fund and/or account. However, positions in the same issue may vary and the length of time that any fund or account may choose to hold its investment in the same issue may likewise vary. To the extent that more than one of the Pioneer mutual funds or a private account managed by Pioneer seeks to acquire the same security at about the same time, the fund may not be able to acquire as large a position in such security as it desires or it may have to pay a higher price for the security. Similarly, the fund may not be able to obtain as large an execution of an order to sell or as high a price for any particular portfolio security if Pioneer decides to sell on behalf of another account the same portfolio security at the same time. On the other hand, if the same securities are bought or sold at the same time by more than one fund or account, the resulting participation in volume transactions could produce better executions for the fund. In the event more than one account purchases or sells the same security on a given date, the purchases and sales will normally be made as nearly as practicable on a pro rata basis in proportion to the amounts desired to be purchased or sold by each account. Although the other Pioneer mutual funds may have the same or similar investment objectives and policies as the fund, their portfolios do not generally consist of the same investments as the fund or each other, and their performance results are likely to differ from those of the fund. PERSONAL SECURITIES TRANSACTIONS The fund, Pioneer, and PFD have adopted a code of ethics under Rule 17j-1 under the 1940 Act which is applicable to officers, trustees/directors and designated employees of Pioneer and certain of Pioneer's affiliates. The code permits such persons to engage in personal securities transactions for their own accounts, including securities that may be purchased or held by the fund, and is designed to prescribe means reasonably necessary to prevent conflicts of interest from arising in connection with personal securities transactions. The code is on public file with and available from the SEC. 41 5. PRINCIPAL UNDERWRITER AND DISTRIBUTION PLAN PRINCIPAL UNDERWRITER PFD, 60 State Street, Boston, Massachusetts 02109, is the principal underwriter for the fund in connection with the continuous offering of its shares. PFD is an indirect wholly owned subsidiary of PIM-USA. The fund entered into an underwriting agreement with PFD which provides that PFD will bear expenses for the distribution of the fund's shares, except for expenses incurred by PFD for which it is reimbursed or compensated by the fund under the distribution 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 the fund's shares, including the cost of preparing, printing and distributing advertising or promotional materials, and the cost of printing and distributing prospectuses and supplements to prospective shareholders. The fund bears the cost of registering its shares under federal and state securities law and the laws of certain non-U.S. countries. Under the underwriting agreement, PFD will use its best efforts in rendering services to the fund. See "Sales Charges" for the schedule of initial sales charge reallowed to dealers as a percentage of the offering price of the fund's Class A and Class T shares. See the tables under "Annual Fee, Expense and Other Information" for commissions retained by PFD and reallowed to dealers in connection with PFD's offering of the fund's Class A and Class C shares during recently completed fiscal years. The fund will not generally issue fund shares for consideration other than cash. At the fund's sole discretion, however, it may issue fund shares for consideration other than cash in connection with a bona fide reorganization, statutory merger or other acquisition of portfolio securities. It is the fund's general practice to repurchase its shares of beneficial interest for cash consideration in any amount; however, the redemption price of shares of the fund may, at Pioneer's discretion, be paid in portfolio securities. The fund has elected to be governed by Rule 18f-1 under the 1940 Act pursuant to which the fund is obligated to redeem shares solely in cash up to the lesser of $250,000 or 1% of the fund's net asset value during any 90-day period for any one shareholder. Should the amount of redemptions by any shareholder exceed such limitation, the fund will have the option of redeeming the excess in cash or portfolio securities. In the latter case, the securities are taken at their value employed in determining the fund's net asset value. You may incur additional costs, such as brokerage fees and taxes, and risks, including a decline in the value of the securities you receive, if the fund makes an in-kind distribution. DISTRIBUTION PLAN The fund has adopted a distribution plan (the "Distribution Plan") pursuant to Rule 12b-1 under the 1940 Act with respect to its Class A, Class C, Class R and Class T shares. The fund has not adopted a Distribution Plan with respect to its Class K or Class Y shares. For each Class that has adopted a Distribution Plan, fees under the Distribution Plan may be used to make payments to one or more principal underwriters, broker-dealers, financial intermediaries (which may include banks) and other parties that enter into a distribution, selling or service agreement with respect to the shares of such Class (each of the foregoing, a "Service Party"). The fund, its principal underwriter or other parties also may incur expenses in connection with the distribution or marketing and sales of the fund's shares that may be paid or reimbursed by the fund. The aggregate amount in respect of such fees and expenses with respect to each Class shall be the amount calculated at a percentage per annum of the average daily net assets attributable to such Class as set forth below: 42
APPLICABLE PERCENTAGE CLASS PER ANNUM --------- ---------------------- Class A 0.25% --------- ---- Class C 1.00% --------- ---- Class R 0.50% --------- ---- Class T 0.25% --------- ----
Payments are made under the Distribution Plan for distribution services and other activities in respect of the sale of shares of the fund and to make payments for advertising, marketing or other promotional activity, and for preparation, printing, and distribution of prospectuses, statements of additional information and reports for recipients other than regulators and existing shareholders. The fund also may make payments to Service Parties under the Distribution Plan for providing personal service or the maintenance of shareholder accounts. The amounts paid to each recipient may vary based upon certain factors, including, among other things, the levels of sales of fund shares and/or shareholder services provided; provided, however, that the fees paid to a recipient with respect to a particular Class that may be used to cover expenses primarily intended to result in the sale of shares of that Class, or that may be used to cover expenses primarily intended for personal service and/or maintenance of shareholder accounts, may not exceed the maximum amounts, if any, as may from time to time be permitted for such services under the Financial Industry Regulatory Authority ("FINRA") Conduct Rule 2341 or any successor rule, in each case as amended or interpreted by FINRA. The Distribution Plan also provides that the Service Parties may receive all or a portion of any sales charges paid by investors. The Distribution Plan permits the fund to pay fees to the Service Parties as compensation for their services, not as reimbursement for specific expenses incurred. Thus, even if their expenses exceed the fees provided for by the Distribution Plan, the fund will not be obligated to pay more than those fees and, if their expenses are less than the fees paid to them, they will realize a profit. The fund may pay the fees to the Service Parties until the Distribution Plan or any related distribution agreement is terminated or not renewed. In that event, a Service Party's expenses in excess of fees received or accrued through the termination date will be such Service Party's sole responsibility and not obligations of the fund. In their annual consideration of the continuation of the Distribution Plan for the fund, the Trustees will review the Distribution Plan and the expenses for each Class within the fund separately. The 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 the fund for other purposes, such as management fees, and that the Service Parties may from time to time use their own resources for distribution-related services, in addition to the fees paid under the Distribution Plan. The Distribution Plan specifically provides that, to the extent that such payments might be deemed to be indirect financing of any activity primarily intended to result in the sale of shares of the fund within the context of Rule 12b-1, then the payments are deemed to be authorized by the Distribution Plan but not subject to the maximum amounts set forth above. Under its terms, the Distribution Plan continues in effect for one year and thereafter for successive annual periods, provided such continuance is specifically approved at least annually by vote of the Board, including a majority of the Independent Trustees who have no direct or indirect financial interest in the operation of the Distribution Plan. The Distribution Plan may not be amended to increase materially the amount of the service and distribution fees without shareholder approval, and all material amendments of the Distribution Plan also must be approved by the Trustees, including all of the Independent Trustees, in 43 the manner described above. The Distribution Plan may be terminated with respect to a Class of the fund at any time, without penalty, by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities of such Class of the fund (as defined in the 1940 Act). See "Annual Fee, Expense and Other Information" for fund expenses under the Distribution Plan paid to PFD for the most recently completed fiscal year. CLASS 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 The 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 the fund. Under the terms of its contract with the 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 the fund's assets. The custodian's responsibilities include safekeeping and controlling the fund's cash and securities, handling the receipt and delivery of securities, and collecting interest and dividends on the fund's investments. BBH also performs certain fund accounting and fund administration services for the Pioneer Fund complex, including the fund. For performing such services, BBH receives fees based on complex-wide assets. 8. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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 October 31, 2016. 44 9. PORTFOLIO MANAGEMENT ADDITIONAL INFORMATION ABOUT THE PORTFOLIO MANAGERS OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGERS The table below indicates, for the portfolio managers of the fund, information about the accounts other than the fund over which the portfolio manager has day-to-day investment responsibility. All information on the number of accounts and total assets in the table is as of October 31, 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.
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 A. Carey Other Registered Investment Companies 4 $4,986,401 1 $4,555,203 Other Pooled Investment Vehicles 2 $1,460,611 1 $1,424,205 Other Accounts 0 $ 0 N/A N/A ---------------------- ---------------------------- ----------- ---------- ---------------- ---------- Walter Hunnewell Jr. Other Registered Investment Companies 4 $5,267,622 1 $4,555,203 Other Pooled Investment Vehicles 3 $1,579,131 1 $1,424,205 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. 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, 45 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. 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 46 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 Russell 1000 Value Index. As a result of these two benchmarks, the performance of the portfolio manager for compensation purposes is measured against the criteria that are relevant to the portfolio manager's competitive universe. o QUALITATIVE PERFORMANCE. The qualitative performance component with respect to all of the accounts managed by the portfolio manager includes objectives, such as effectiveness in the areas of teamwork, leadership, communications and marketing, that are mutually established and evaluated by each portfolio manager and management. o 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 October 31, 2016 the value, within the indicated range, of shares beneficially owned by the portfolio managers of the fund.
BENEFICIAL OWNERSHIP NAME OF PORTFOLIO MANAGER OF THE FUND* --------------------------- --------------------- John A. Carey G --------------------------- --------------------- Walter Hunnewell Jr. G --------------------------- ---------------------
* Key to Dollar Ranges 47 A. None B. $1 - $10,000 C. $10,001 - $50,000 D. $50,001 - $100,000 E. $100,001 - $500,000 F. $500,001 - $1,000,000 G. Over $1,000,000
10. PORTFOLIO TRANSACTIONS All orders for the purchase or sale of portfolio securities are placed on behalf of the fund by Pioneer pursuant to authority contained in the fund's management contract. Pioneer seeks to obtain overall best execution on portfolio trades. The price of securities and any commission rate paid are always factors, but frequently not the only factors, in judging best execution. In selecting brokers or dealers, Pioneer considers various relevant factors, including, but not limited to, the size and type of the transaction; the nature and character of the markets for the security to be purchased or sold; the execution efficiency, settlement capability and financial condition of the dealer; the dealer's execution services rendered on a continuing basis; and the reasonableness of any dealer spreads. Transactions in non-U.S. equity securities are executed by broker-dealers in non-U.S. countries in which commission rates may not be negotiable (as such rates are in the U.S.). Pioneer may select broker-dealers that provide brokerage and/or research services to the fund and/or other investment companies or other accounts managed by Pioneer over which it or its affiliates exercise investment discretion. In addition, consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, if Pioneer determines in good faith that the amount of commissions charged by a broker-dealer is reasonable in relation to the value of the brokerage and research services provided by such broker, the fund may pay commissions to such broker-dealer in an amount greater than the amount another firm may charge. Such services may include advice concerning the value of securities; the advisability of investing in, purchasing or selling securities; the availability of securities or the purchasers or sellers of securities; providing stock quotation services, credit rating service information and comparative fund statistics; furnishing analyses, electronic information services, manuals and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and performance of accounts and particular investment decisions; and effecting securities transactions and performing functions incidental thereto (such as clearance and settlement). Pioneer maintains a listing of broker-dealers who provide such services on a regular basis. However, because many transactions on behalf of the fund and other investment companies or accounts managed by Pioneer are placed with broker-dealers (including broker-dealers on the listing) without regard to the furnishing of such services, it is not possible to estimate the proportion of such transactions directed to such dealers solely because such services were provided. Pioneer believes that no exact dollar value can be calculated for such services. The research received from broker-dealers may be useful to Pioneer in rendering investment management services to the fund as well as other investment companies or other accounts managed by Pioneer, although not all such research may be useful to the fund. Conversely, such information provided by brokers or dealers who have executed transaction orders on behalf of such other accounts may be useful to Pioneer in carrying out its obligations to the fund. The receipt of such research enables Pioneer to avoid the additional expenses which might otherwise be incurred if it were to attempt to develop comparable information through its own staff. The fund may participate in third-party brokerage and/or expense offset arrangements to reduce the fund's total operating expenses. Pursuant to third-party brokerage arrangements, the fund may incur lower expenses by directing brokerage to third-party broker-dealers which have agreed to use part of their 48 commission to pay the fund's fees to service providers unaffiliated with Pioneer or other expenses. Since the commissions paid to the third party brokers reflect a commission cost that the fund would generally expect to incur on its brokerage transactions but not necessarily the lowest possible commission, this arrangement is intended to reduce the fund's operating expenses without increasing the cost of its brokerage commissions. Since use of such directed brokerage is subject to the requirement to achieve best execution in connection with the fund's brokerage transactions, there can be no assurance that such arrangements will be utilized. Pursuant to expense offset arrangements, the fund may incur lower transfer agency expenses due to interest earned on cash held with the transfer agent. See "Financial highlights" in the prospectus. See the table in "Annual Fee, Expense and Other Information" for aggregate brokerage and underwriting commissions paid by the fund in connection with its portfolio transactions during recently completed fiscal years. The Board of Trustees periodically reviews Pioneer's performance of its responsibilities in connection with the placement of portfolio transactions on behalf of the fund. 11. DESCRIPTION OF SHARES As an open-end management investment company, the fund continuously offers its shares to the public and under normal conditions must redeem its shares upon the demand of any shareholder at the next determined net asset value per share less any applicable 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. The fund is a series of Pioneer Equity Income Fund, a Delaware statutory trust. The Trustees have authorized the issuance of the following classes of shares of the fund, designated as Class A, Class C, Class K, Class R, Class T and Class Y shares. Until November 10, 2014, the fund offered Class B shares. All outstanding Class B shares were converted to Class A shares on November 10, 2014. Until August 7, 2015, the fund offered Class Z shares. All outstanding Class Z shares were converted to Class Y shares on August 7, 2015. Each share of a class of the fund represents an equal proportionate interest in the assets of the fund allocable to that class. Upon liquidation of the fund, shareholders of each class of the fund are entitled to share pro rata in the fund's net assets allocable to such class available for distribution to shareholders. The Trust reserves the right to create and issue additional series or classes of shares, in which case the shares of each class of a series would participate equally in the earnings, dividends and assets allocable to that class of the particular series. The shares of each class represent an interest in the same portfolio of investments of the fund. Each class has identical rights (based on relative net asset values) to assets and liquidation proceeds. Share classes can bear different class-specific fees and expenses such as transfer agent and distribution fees. Differences in class-specific fees and expenses will result in differences in net investment income and, therefore, the payment of different dividends by each class. Share classes have exclusive voting rights with respect to matters affecting only that class, including with respect to the distribution plan for that class. THE TRUST The Trust's operations are governed by the Amended and Restated Agreement and Declaration of Trust, dated as of July 1, 2008 (referred to in this section as the declaration). A copy of the Trust's Certificate of Trust dated as of January 8, 1998, as amended, is on file with the office of the Secretary of State of Delaware. 49 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. The fund is not required to hold an annual meeting of shareholders, but the fund will call special meetings of shareholders whenever required by the 1940 Act or by the terms of the declaration. The declaration gives the board the flexibility to specify either per share voting or dollar-weighted voting. Under per share voting, each share of the fund is entitled to one vote. Under dollar-weighted voting, a shareholder's voting power is determined, not by the number of shares the shareholder owns, but by the dollar value of those shares determined on the record date. All shareholders of all series and classes of the Trust vote together, except where required by the 1940 Act to vote separately by series or by class, or when the trustees have determined that a matter affects only the interests of one or more series or classes of shares. ELECTION AND REMOVAL OF TRUSTEES The declaration provides that the trustees may establish the number of trustees and that vacancies on the board may be filled by the remaining trustees, except when election of trustees by the shareholders is required under the 1940 Act. Trustees are then elected by a plurality of votes cast by shareholders at a meeting at which a quorum is present. The declaration also provides that a mandatory retirement age may be set by action of two-thirds of the trustees and that trustees may be removed at any time or for any reason by a majority of the board or by a majority of the outstanding shareholders of the Trust. AMENDMENTS TO THE DECLARATION The trustees are authorized to amend the declaration without the vote of shareholders, but no amendment may be made that impairs the exemption from personal liability granted in the declaration to persons who are or have been shareholders, trustees, officers or, employees of the trust or that limit the rights to indemnification or insurance provided in the declaration with respect to actions or omissions of persons entitled to indemnification under the declaration prior to the amendment. ISSUANCE AND REDEMPTION OF SHARES The fund may issue an unlimited number of shares for such consideration and on such terms as the trustees may determine. Shareholders are not entitled to any appraisal, preemptive, conversion, exchange or similar rights, except as the trustees may determine. The fund may involuntarily redeem a shareholder's shares upon certain conditions as may be determined by the trustees, including, for example, if the shareholder fails to provide the fund with identification required by law, or if the fund is unable to verify the information received from the shareholder. Additionally, as discussed below, shares may be redeemed in connection with the closing of small accounts. 50 DISCLOSURE OF SHAREHOLDER HOLDINGS The declaration specifically requires shareholders, upon demand, to disclose to the fund information with respect to the direct and indirect ownership of shares in order to comply with various laws or regulations, and the fund may disclose such ownership if required by law or regulation. SMALL ACCOUNTS The declaration provides that the fund may close out a shareholder's account by redeeming all of the shares in the account if the account falls below a minimum account size (which may vary by class) that may be set by the trustees from time to time. Alternately, the declaration permits the fund to assess a fee for small accounts (which may vary by class) and redeem shares in the account to cover such fees, or convert the shares into another share class that is geared to smaller accounts. SERIES AND CLASSES The declaration provides that the trustees may establish series and classes in addition to those currently established and to determine the rights and preferences, limitations and restrictions, including qualifications for ownership, conversion and exchange features, minimum purchase and account size, expenses and charges, and other features of the series and classes. 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 the fund, as a series of the Trust, represents an interest in the fund only and not in the assets of any other series of the Trust. SHAREHOLDER, TRUSTEE AND OFFICER LIABILITY The declaration provides that shareholders are not personally liable for the obligations of the fund and requires a fund to indemnify a shareholder against liability arising solely from the shareholder's ownership of shares in the fund. In addition, the fund will assume the defense of any claim against a shareholder for personal liability at the request of the shareholder. 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 the fund shall be liable to the fund or any shareholder for any action, failure to act, error or mistake except in cases of bad faith, willful misfeasance, gross negligence or reckless disregard of duty. The declaration requires the fund to indemnify each trustee, director, officer, employee and authorized agent to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a trustee, director, officer, employee, or agent and against amounts paid or incurred by him in settlement thereof. The 1940 Act currently provides that no officer or director shall be protected from liability to the fund or shareholders for willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties of office. The declaration extends to trustees, officers and employees of the fund the full protection from liability that the law allows. The declaration provides that the appointment, designation or identification of a trustee as chairperson, a member of a committee, an expert, lead independent trustee, or any other special appointment, designation or identification shall not impose any heightened standard of care or liability on such trustee. DERIVATIVE AND DIRECT ACTIONS The declaration provides a detailed process for the bringing of derivative or direct actions by shareholders in order to permit legitimate inquiries and claims while avoiding the time, expense, distraction, and other harm that can be caused to the fund or its shareholders as a result of spurious shareholder demands and derivative actions. Prior to bringing a derivative action, a demand by three unrelated shareholders must 51 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. 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 the fund shall be responsible for payment of attorneys' fees and legal expenses incurred by a complaining shareholder only if required by law, and any attorneys' fees that the fund is obligated to pay shall be calculated using reasonable hourly rates. The declaration also requires that actions by shareholders against the fund be brought only in federal court in Boston, Massachusetts, or if not permitted to be brought in federal court, then in state court in Boston, Massachusetts, and that shareholders have no right to jury trial for such actions. The declaration also provides that shareholders have no rights, privileges, claims or remedies under any contract or agreement entered into by the Trust with any service provider or other agent or contract with the Trust, including, without limitation, any third party beneficiary rights, except as may be expressly provided in any service contract or agreement. 12. SALES CHARGES The fund continuously offers the following classes of shares: Class A, Class C, Class K, Class R, Class T and Class Y share, as described in the prospectus. The fund offers its shares at a reduced sales charge to investors who meet certain criteria that permit the fund's shares to be sold with low distribution costs. These criteria are described below or in the prospectus. The availability of certain sales charge waivers and discounts may depend on whether you purchase your shares directly from the fund or through a financial intermediary. Please see the prospectus to determine any sales charge discounts and waivers that may be available to you through your financial intermediary. 52 CLASS A SHARE SALES CHARGES You may buy Class A shares at the public offering price, including a sales charge, as follows:
SALES CHARGE AS A % OF -------------------------------------- OFFERING NET AMOUNT DEALER AMOUNT OF PURCHASE PRICE INVESTED REALLOWANCE --------------------------------- ---------- ------------ ------------ Less than $50,000 5.75 6.10 5.00 --------------------------------- ---- ---- ---- $50,000 but less than $100,000 4.50 4.71 4.00 --------------------------------- ---- ---- ---- $100,000 but less than $250,000 3.50 3.63 3.00 --------------------------------- ---- ---- ---- $250,000 but less than $500,000 2.50 2.56 2.00 --------------------------------- ---- ---- ---- $500,000 or more 0.00 0.00 see below --------------------------------- ---- ---- ------------
The schedule of sales charges above is applicable to purchases of Class A shares of the fund by (i) an individual, (ii) an individual and his or her spouse and children under the age of 21 and (iii) a trustee or other fiduciary of a trust estate or fiduciary account or related trusts or accounts including pension, profit-sharing and other employee benefit trusts qualified under Sections 401 or 408 of the Code although more than one beneficiary is involved; however, pension, profit-sharing and other employee benefit trusts qualified under Sections 401 or 408 of the Code which are eligible to purchase Class R shares may aggregate purchases by beneficiaries of such plans only if the pension, profit-sharing or other employee benefit trust has determined that it does not require the services provided under the Class R Service Plan. The sales charges applicable to a current purchase of Class A shares of the fund by a person listed above is determined by adding the value of shares to be purchased to the aggregate value (at the then current offering price) of shares of any of the other Pioneer mutual funds previously purchased and then owned, provided PFD is notified by such person or his or her broker-dealer each time a purchase is made which would qualify. Pioneer mutual funds include all mutual funds for which PFD serves as principal underwriter. At the sole discretion of PFD, holdings of funds domiciled outside the U.S., but which are managed by affiliates of Pioneer, may be included for this purpose. No sales charge is payable at the time of purchase on investments of $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. 53 LETTER OF INTENT ("LOI") Reduced sales charges are available for purchases of $50,000 or more of Class A shares (excluding any reinvestments of dividends and capital gain distributions) made within a 13-month period pursuant to an LOI which may be established by completing the Letter of Intent section of the Account Application. The reduced sales charge will be the charge that would be applicable to the purchase of the specified amount of Class A shares as if the shares had all been purchased at the same time. A purchase not made pursuant to an LOI may be included if the LOI is submitted to the fund's transfer agent within 90 days of such purchase. You may also obtain the reduced sales charge by including the value (at current offering price) of all your Class A shares in the fund and all other Pioneer mutual funds held of record as of the date of your LOI in the amount used to determine the applicable sales charge for the Class A shares to be purchased under the LOI. Five percent of your total intended purchase amount will be held in escrow by the fund's transfer agent, registered in your name, until the terms of the LOI are fulfilled. When you sign the Account Application, you agree to irrevocably appoint the fund's transfer agent your attorney-in-fact to surrender for redemption any or all shares held in escrow with full power of substitution. An LOI is not a binding obligation upon the investor to purchase, or the fund to sell, the amount specified in the LOI. Any share class for which no sales charge is paid cannot be included under the LOI. If the total purchases exceed the amount specified under the LOI and are in an amount that would qualify for a further quantity discount, all transactions will be recomputed on the expiration date of the LOI to effect the lower sales charge. Any difference in the sales charge resulting from such recomputation will be either delivered to you in cash or invested in additional shares at the lower sales charge. The dealer, by signing the Account Application, agrees to return to 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. 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, the fund will first redeem shares not subject to any CDSC and then shares held for the longest period of time during the one-year period. As a result, you will pay the lowest possible CDSC. Proceeds from the CDSC are paid to PFD and are used in whole or in part to defray PFD's expenses related to providing distribution-related services to the fund in connection with the sale of Class C shares, including the payment of compensation to broker-dealers. CLASS K SHARES No front-end, deferred or asset-based sales charges are applicable to Class K shares. 54 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 T SHARE SALES CHARGES You may buy Class T 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 $250,000 2.50 2.56 2.50 ----------------------------------- ---- ---- ---- $250,000 but less than $500,000 2.00 2.04 2.00 ----------------------------------- ---- ---- ---- $500,000 but less than $1,000,000 1.50 1.52 1.50 ----------------------------------- ---- ---- ---- $1,000,000 or more 1.00 1.01 1.00 ----------------------------------- ---- ---- ----
CLASS Y SHARES No front-end, deferred or asset-based sales charges are applicable to Class Y shares. ADDITIONAL PAYMENTS TO FINANCIAL INTERMEDIARIES The financial intermediaries through which shares are purchased may receive all or a portion of the sales charges and Rule 12b-1 fees discussed above. In addition to those payments, Pioneer or one or more of its affiliates (collectively, "Pioneer Affiliates") may make additional payments to financial intermediaries in connection with the promotion and sale of shares of Pioneer funds. Pioneer Affiliates make these payments from their own resources, which include resources that derive from compensation for providing services to the Pioneer funds. These additional payments are described below. The categories described below are not mutually exclusive. The same financial intermediary may receive payments under more than one or all categories. Many financial intermediaries that sell shares of Pioneer funds receive one or more types of these payments. The financial intermediary typically initiates requests for additional compensation. Pioneer negotiates these arrangements individually with financial intermediaries and the amount of payments and the specific arrangements may differ significantly. A financial intermediary also may receive different levels of compensation with respect to sales or assets attributable to different types of clients of the same intermediary or different Pioneer funds. Where services are provided, the costs of providing the services and the overall array of services provided may vary from one financial intermediary to another. Pioneer Affiliates do not make an independent assessment of the cost of providing such services. While the financial intermediaries may request additional compensation from Pioneer to offset costs incurred by the financial intermediary in servicing its clients, the financial intermediary may earn a profit on these payments, since the amount of the payment may exceed the financial intermediary's costs. 55 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 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 56 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, 2017, 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. J.P. Morgan Securities 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 57 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 the fund of securities owned by it is not reasonably practicable or it is not reasonably practicable for the fund to fairly determine the value of the net assets of its portfolio; or otherwise as permitted by the rules of or by the order of the SEC. Redemptions and repurchases are taxable transactions for shareholders that are subject to U.S. federal income tax. The net asset value per share received upon redemption or repurchase may be more or less than the cost of shares to an investor, depending on the market value of the portfolio at the time of redemption or repurchase. SYSTEMATIC WITHDRAWAL PLAN(S) ("SWP") (CLASS A, CLASS C, CLASS R AND CLASS T 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 58 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 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 59 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. 15. PRICING OF SHARES The net asset value per share of each class of the fund is determined as of the scheduled close of regular trading on the Exchange (normally 4:00 p.m. Eastern time) on each day on which the Exchange is open for trading. If the exchange closes at another time, the fund will calculate a net asset value for each class of shares as of the scheduled closing time. As of the date of this statement of additional information, the Exchange is open for trading every weekday except for the days the following holidays are observed: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The net asset value per share of each class of the fund is also determined on any other day on which the level of trading in its portfolio securities is sufficiently high that the current net asset value per share might be materially affected by changes in the value of its portfolio securities. The fund is not required to determine its net asset value per share on any day on which no purchase orders in good order for fund shares are received and no shares are tendered and accepted for redemption. 60 The fund generally values its portfolio securities using closing market prices or readily available market quotations, or, when closing market prices or market quotations are not available or are considered by Pioneer to be unreliable, the fund uses fair value methods to value its securities in accordance with procedures approved by the fund's Trustees. Securities which have not traded on the date of valuation or securities for which sales prices are not generally reported are valued at the mean between the current bid and asked prices. Securities quoted in foreign currencies are converted to U.S. dollars utilizing foreign exchange rates employed by the fund's independent pricing services. Generally, trading in non-U.S. securities is substantially completed each day at various times prior to the close of regular trading on the Exchange. The values of such securities used in computing the net asset value of the fund's shares are determined as of such times. Foreign currency exchange rates are also generally determined prior to the close of regular trading on the Exchange. The fund also may use fair value pricing methods to value its securities, including a non-U.S. security, when Pioneer determines that the closing market price on the primary exchange where the security is traded no longer accurately reflects the value of the security due to factors affecting one or more relevant securities markets or the specific issuer. Valuing securities using fair value methods may cause the net asset value of the fund's shares to differ from the net asset value that would be calculated using closing market prices. International securities markets may be open on days when the U.S. markets are closed. For this reason, the value of any international securities owned by the fund could change on a day you cannot buy or sell shares of the fund. In connection with making fair value determinations of the value of fixed income securities, the fund's Trustees may use a pricing matrix. The prices used for these securities may differ from the amounts received by the fund upon sale of the securities, and these differences may be substantial. The net asset value per share of each class of the fund is computed by taking the value of all of the fund's assets attributable to a class, less the fund's liabilities attributable to that class, and dividing the result by the number of outstanding shares of that class. For purposes of determining net asset value, expenses of the classes of the fund are accrued daily and taken into account. The fund's maximum offering price per Class A and Class T share is determined by adding the maximum sales charge to the net asset value per Class A and Class T share. Class C, Class K, Class R and Class Y shares are offered at net asset value without the imposition of an initial sales charge (Class C shares may be subject to a CDSC). 16. TAX STATUS The fund has elected to be treated, and has qualified and intends to continue to qualify each year, as a "regulated investment company" under Subchapter M of the Code, so that it will not pay U.S. federal income tax on income and capital gains distributed to shareholders. In order to qualify as a regulated investment company under Subchapter M of the Code, the fund must, among other things, (i) derive at least 90% of its gross income for each taxable year from dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including gains from options, futures and forward contracts) derived with respect to its business of investing in such stock, securities or currencies, and net income derived from an interest in a qualified publicly traded partnership (as defined in Section 851(h) of the Code) (the "90% income test") and (ii) diversify its holdings so that, at the end of each quarter of each taxable year: (a) at least 50% of the value of the fund's total assets is represented by (1) cash and cash items, U.S. government securities, securities of other regulated investment companies, and (2) other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of the fund's total assets and to not more than 10% of the outstanding voting securities of such issuer and (b) not more than 25% of the value of the fund's total assets is invested in (1) the securities (other than U.S. government securities and securities of other regulated investment companies) of any one issuer, (2) the securities (other than securities of other regulated investment companies) of two or more issuers that the fund controls and that are engaged in the same, similar, or related trades or businesses, or (3) the securities of one or more qualified publicly traded partnerships. 61 For purposes of the 90% income test, the character of income earned by certain entities in which the fund invests that are not treated as corporations for U.S. federal income tax purposes (e.g., partnerships other than certain publicly traded partnerships or trusts that have not elected to be classified as corporations under the "check-the-box" regulations) will generally pass through to the fund. Consequently, in order to qualify as a regulated investment company, the fund may be required to limit its equity investments in such entities that earn fee income, rental income or other nonqualifying income. If the fund qualifies as a regulated investment company and properly distributes to its shareholders each taxable year an amount equal to or exceeding the sum of (i) 90% of its "investment company taxable income" as that term is defined in the Code (which includes, among other things, dividends, taxable interest, and the excess of any net short-term capital gains over net long-term capital losses, as reduced by certain deductible expenses) without regard to the deduction for dividends paid and (ii) 90% of the excess of its gross tax-exempt interest income, if any, over certain disallowed deductions, the fund generally will not be subject to U.S. federal income tax on any income of the fund, including "net capital gain" (the excess of net long-term capital gain over net short-term capital loss), distributed to shareholders. However, if the fund meets such distribution requirements, but chooses to retain some portion of its taxable income or gains, it generally will be subject to U.S. federal income tax at regular corporate rates on the amount retained. The fund may designate certain amounts retained as undistributed net capital gain in a notice to its shareholders, who (i) will be required to include in income for U.S. federal income tax purposes, as long-term capital gain, their proportionate shares of the undistributed amount so designated, (ii) will be entitled to credit their proportionate shares of the income tax paid by the fund on that undistributed amount against their federal income tax liabilities and to claim refunds to the extent such credits exceed their liabilities and (iii) will be entitled to increase their tax basis, for federal income tax purposes, in their shares by an amount equal to the excess of the amount of undistributed net capital gain included in their respective income over their respective income tax credits. The fund intends to distribute at least annually all or substantially all of its investment company taxable income (computed without regard to the dividends-paid deduction), net tax-exempt interest income, and net capital gain. If, for any taxable year, the fund does not qualify as a regulated investment company or does not satisfy the 90% distribution requirement, it will be treated as a U.S. corporation subject to U.S. federal income tax, thereby subjecting any income earned by the fund to tax at the corporate level and to a further tax at the shareholder level when such income is distributed. Under certain circumstances, the fund may be able to cure a failure to qualify as a regulated investment company, but in order to do so, the fund may incur significant fund-level taxes and may be forced to dispose of certain assets. Under the Code, the fund will be subject to a nondeductible 4% U.S. federal excise tax on a portion of its undistributed ordinary income and capital gain net income if it fails to meet certain distribution requirements with respect to each calendar year and year ending October 31, respectively. The fund intends to make distributions in a timely manner and accordingly does not expect to be subject to the excise tax. The fund generally distributes any net short- and long-term capital gains in November. The fund generally pays dividends from any net investment income in March, June, September and December. Dividends from income and/or capital gains may also be paid at such other times as may be necessary for the fund to avoid U.S. federal income or excise tax. Unless a shareholder specifies otherwise, all distributions from the fund to that shareholder will be automatically reinvested in additional full and fractional shares of the fund. For U.S. federal income tax purposes, all dividends generally are taxable whether a shareholder takes them in cash or reinvests them in additional shares of the fund. In general, assuming that the fund has sufficient earnings and profits, 62 dividends from net investment income and net short-term capital gains are taxable either as ordinary income or, if certain conditions are met, as "qualified dividend income," taxable to individual and certain other noncorporate shareholders at U.S. federal income tax rates of up to 20%. In general, dividends may be reported by the fund as qualified dividend income if they are attributable to qualified dividend income received by the fund. Qualified dividend income generally means dividend income received from the fund's investments in common and preferred stock of U.S. companies and stock of certain qualified foreign corporations, provided that certain holding period and other requirements are met by both the fund and the shareholders. If 95% or more of the fund's gross income (calculated without taking into account net capital gain derived from sales or other dispositions of stock or securities) consists of qualified dividend income, the fund may report all distributions of such income as qualified dividend income. A foreign corporation is treated as a qualified foreign corporation for this purpose if it is incorporated in a possession of the United States or it is eligible for the benefits of certain income tax treaties with the United States and meets certain additional requirements. Certain foreign corporations that are not otherwise qualified foreign corporations will be treated as qualified foreign corporations with respect to dividends paid by them if the stock with respect to which the dividends are paid is readily tradable on an established securities market in the United States. Passive foreign investment companies are not qualified foreign corporations for this purpose. Dividends received by the fund from REITs generally are not expected to qualify for treatment as qualified dividend income. A dividend that is attributable to qualified dividend income of the fund that is paid by the fund to a shareholder will not be taxable as qualified dividend income to such shareholder (1) if the dividend is received with respect to any share of the fund held for fewer than 61 days during the 121-day period beginning on the date which is 60 days before the date on which such share became ex-dividend with respect to such dividend, (2) to the extent that the shareholder is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property, or (3) if the shareholder elects to have the dividend treated as investment income for purposes of the limitation on deductibility of investment interest. The "ex-dividend" date is the date on which the owner of the share at the commencement of such date is entitled to receive the next issued dividend payment for such share even if the share is sold by the owner on that date or thereafter. Distributions by the fund in excess of the fund's current and accumulated earnings and profits will be treated as a return of capital to the extent of (and in reduction of) the shareholder's tax basis in its shares and any such amount in excess of that basis will be treated as gain from the sale of shares, as discussed below. Certain dividends received by the fund from U.S. corporations (generally, dividends received by the fund in respect of any share of stock (1) with a tax holding period of at least 46 days during the 91-day period beginning on the date that is 45 days before the date on which the stock becomes ex-dividend as to that dividend and (2) that is held in an unleveraged position) and distributed and appropriately so reported by the fund may be eligible for the 70% dividends-received deduction generally available to corporations under the Code. Certain preferred stock must have a holding period of at least 91 days during the 181-day period beginning on the date that is 90 days before the date on which the stock becomes ex-dividend as to that dividend in order to be eligible. Capital gain dividends distributed to the fund from other regulated investment companies are not eligible for the dividends-received deduction. In order to qualify for the deduction, corporate shareholders must meet the minimum holding period requirement stated above with respect to their fund shares, taking into account any holding period reductions from certain hedging or other transactions or positions that diminish their risk of loss with respect to their fund shares, and, if they borrow to acquire or otherwise incur debt attributable to fund shares, they may be denied a portion of the dividends-received deduction with respect to those shares. The entire dividend, including the otherwise deductible amount, will be included in determining the excess, if any, of a corporation's 63 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 the fund are taxable as long-term capital gains for U.S. federal income tax purposes without regard to the length of time the shareholder has held shares of the fund. Capital gain dividends distributed by the fund to individual and certain other noncorporate shareholders will be taxed as long-term capital gains, which are generally taxable to noncorporate taxpayers at U.S. federal income tax rates of up to 20%. A shareholder should also be aware that the benefits of the favorable tax rates applicable to long-term capital gains and qualified dividend income may be affected by the application of the alternative minimum tax to individual shareholders. The U.S. federal income tax status of all distributions will be reported to shareholders annually. A 3.8% Medicare contribution tax generally applies to all or a portion of the net investment income of a shareholder who is an individual and not a nonresident alien for federal income tax purposes and who has adjusted gross income (subject to certain adjustments) that exceeds a threshold amount ($250,000 if married filing jointly or if considered a "surviving spouse" for federal income tax purposes, $125,000 if 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 the fund in October, November or December and payable to shareholders of record in such a month that is paid during the following January will be treated for U.S. federal income tax purposes as received by shareholders on December 31 of the calendar year in which it was declared. 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 the fund during such taxable year. In such case, shareholders generally will be treated as having received such dividends in the taxable year in which the distributions were actually made. For purposes of calculating the amount of a regulated investment company's undistributed income and gain subject to the 4% excise tax described above, such "spilled back" dividends are treated as paid by the regulated investment company when they are actually paid. For U.S. federal income tax purposes, the fund is permitted to carry forward indefinitely a net capital loss from any taxable year to offset its capital gains, if any, in years following the year of the loss. To the extent subsequent capital gains are offset by such losses, they will not result in U.S. federal income tax liability to the fund and may not be distributed as capital gains to shareholders. See "Annual Fee, Expense and Other Information" for the fund's available capital loss carryforwards. Generally, the fund may not carry forward any losses other than net capital losses. Under certain circumstances, the fund may elect to treat certain losses as though they were incurred on the first day of the taxable year immediately following the taxable year in which they were actually incurred. At the time of an investor's purchase of fund shares, a portion of the purchase price may be attributable to realized or unrealized appreciation in the fund's portfolio or to undistributed taxable income of the fund. Consequently, subsequent distributions by the fund with respect to these shares from such appreciation or income may be taxable to such investor even if the net asset value of the investor's shares is, as a result of the distributions, reduced below the investor's cost for such shares and the distributions economically represent a return of a portion of the investment. 64 Redemptions and exchanges generally are taxable events for shareholders that are subject to tax. Shareholders should consult their own tax advisers with reference to their individual circumstances to determine whether any particular transaction in fund shares is properly treated as a sale for tax purposes, as the following discussion assumes, and to ascertain the tax treatment of any gains or losses recognized in such transactions. In general, if fund shares are sold, the shareholder will recognize gain or loss equal to the difference between the amount realized on the sale and the shareholder's adjusted basis in the shares. Such gain or loss generally will be treated as long-term capital gain or loss if the shares were held for more than one year and otherwise generally will be treated as short-term capital gain or loss. Any loss recognized by a shareholder upon the redemption, exchange or other disposition of shares with a tax holding period of six months or less will be treated as a long-term capital loss to the extent of any amounts treated as distributions to the shareholder of long-term capital gain with respect to such shares (including any amounts credited to the shareholder as undistributed capital gains). The fund will report to the Internal Revenue Service (the "IRS") the amount of sale proceeds that a shareholder receives from a sale or exchange of fund shares. For sales or exchanges of shares acquired on or after January 1, 2012, the fund will also report the shareholder's basis in those shares and whether any gain or loss that the shareholder realizes on the sale or exchange is short-term or long-term gain or loss. For purposes of calculating and reporting basis, shares acquired prior to January 1, 2012 and shares acquired on or after January 1, 2012 will generally be treated as held in separate accounts. If a shareholder has a different basis for different shares of the fund, acquired on or after January 1, 2012, in the same account (e.g., if a shareholder purchased fund shares in the same account at different times for different prices), the fund will calculate the basis of the shares sold using its default method unless the shareholder has properly elected to use a different method. The fund's default method for calculating basis will be the average basis method, under which the basis per share is reported as the average of the bases of all of the shareholder's fund shares in the account. A shareholder may elect, on an account-by-account basis, to use a method other than average basis by following procedures established by the fund. If such an election is made on or prior to the date of the first exchange or redemption of shares in the account and on or prior to the date that is one year after the shareholder receives notice of the fund's default method, the new election will generally apply as if the average basis method had never been in effect for such account. If such an election is not made on or prior to such dates, the shares in the account at the time of the election will retain their averaged bases. Shareholders should consult their tax advisers concerning the tax consequences of applying the average basis method or electing another method of basis calculation. Losses on redemptions or other dispositions of shares may be disallowed under "wash sale" rules in the event of other investments in the fund (including those made pursuant to reinvestment of dividends and/or capital gain distributions) within a period of 61 days beginning 30 days before and ending 30 days after a redemption or other disposition of shares. In such a case, the disallowed portion of any loss generally would be included in the U.S. federal tax basis of the shares acquired in the other investments. Gain may be increased (or loss reduced) upon a redemption of Class A shares of the fund within 90 days after their purchase followed by any purchase (including purchases by exchange or by reinvestment), without payment of an additional sales charge, of Class A shares of the fund or of another Pioneer fund (or any other shares of a Pioneer fund generally sold subject to a sales charge) before February 1 of the calendar year following the calendar year in which the original Class A shares were redeemed. Under Treasury regulations, if a shareholder recognizes a loss with respect to fund shares of $2 million or more for an individual shareholder, or $10 million or more for a corporate shareholder, in any single taxable year (or certain greater amounts over a combination of years), the shareholder must file with the IRS a disclosure statement on IRS Form 8886. Shareholders who own portfolio securities directly are in many cases excepted from this reporting requirement but, under current guidance, shareholders of regulated investment companies are not excepted. A shareholder who fails to make the required disclosure to the IRS may be subject to substantial penalties. The fact that a loss is reportable under 65 these regulations does not affect the legal determination of whether or not the taxpayer's treatment of the loss is proper. Shareholders should consult with their tax advisers to determine the applicability of these regulations in light of their individual circumstances. Shareholders that are exempt from U.S. federal income tax, such as retirement plans that are qualified under Section 401 of the Code, generally are not subject to U.S. federal income tax on fund dividends or distributions, or on sales or exchanges of fund shares unless the fund shares are "debt-financed property" within the meaning of the Code. However, in the case of fund shares held through a non-qualified deferred compensation plan, fund dividends and distributions received by the plan and gains from sales and exchanges of fund shares by the plan generally are taxable to the employer sponsoring such plan in accordance with the U.S. federal income tax laws that are generally applicable to shareholders receiving such dividends or distributions from regulated investment companies such as the fund. A plan participant whose retirement plan invests in the fund, whether such plan is qualified or not, generally is not taxed on fund dividends or distributions received by the plan or on gains from sales or exchanges of fund shares by the plan for U.S. federal income tax purposes. However, distributions to plan participants from a retirement plan account generally are taxable as ordinary income, and different tax treatment, including penalties on certain excess contributions and deferrals, certain pre-retirement and post-retirement distributions and certain prohibited transactions, is accorded to accounts maintained as qualified retirement plans. Shareholders should consult their tax advisers for more information. Foreign exchange gains and losses realized by the fund in connection with certain transactions involving foreign currency-denominated debt securities, certain options and futures contracts relating to foreign currency, foreign currency forward contracts, foreign currencies, or payables or receivables denominated in a foreign currency are subject to Section 988 of the Code, which generally causes such gains and losses to be treated as ordinary income and losses and may affect the amount, timing and character of distributions to shareholders. Under Treasury regulations that may be promulgated in the future, any gains from such transactions that are not directly related to the fund's principal business of investing in stock or securities (or its options contracts or futures contracts with respect to stock or securities) may have to be limited in order to enable the fund to satisfy the 90% income test. If the fund acquires any equity interest (under Treasury regulations that may be promulgated in the future, generally including not only stock but also an option to acquire stock such as is inherent in a convertible bond) in certain foreign corporations (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 fund could be subject to U.S. federal income tax and additional interest charges on "excess distributions" received from such companies or on gain from the sale of stock in such companies, even if all income or gain actually received by the fund is timely distributed to its shareholders. The fund would not be able to pass through to its shareholders any credit or deduction for such a tax. A "qualified electing fund" election or a "mark to market" election may be available that would ameliorate these adverse tax consequences, but such elections could require the fund to recognize taxable income or gain (subject to the distribution requirements applicable to regulated investment companies, as described above) without the concurrent receipt of cash. In order to satisfy the distribution requirements and avoid a tax on the fund, the fund may be required to liquidate portfolio securities that it might otherwise have continued to hold, potentially resulting in additional taxable gain or loss to the fund. Gains from the sale of stock of passive foreign investment companies may also be treated as ordinary income. In order for the fund to make a qualified electing fund election with respect to a passive foreign investment company, the passive foreign investment company would have to agree to provide certain tax information to the fund on an annual basis, which it might not agree to do. Under proposed Treasury regulations, certain income derived by the fund for a taxable year from a passive foreign investment company with respect to which the fund has 66 made a qualified electing fund election would generally constitute qualifying income only to the extent the passive foreign investment company makes distributions in respect of that income to the fund for that taxable year. The fund may limit and/or manage its holdings in passive foreign investment companies to limit its tax liability or maximize its return from these investments. If the fund invests in certain pay-in-kind securities, zero coupon securities, deferred interest securities or, in general, any other securities with original issue discount (or with market discount if the fund elects to include market discount in income currently), the fund generally must accrue income on such investments for each taxable year, which generally will be prior to the receipt of the corresponding cash payments. However, the fund must distribute to its shareholders, at least annually, all or substantially all of its investment company taxable income (determined without regard to the deduction for dividends paid), including such accrued income, to qualify to be treated as a regulated investment company under the Code and avoid U.S. federal income and excise taxes. Therefore, the fund may have to dispose of its portfolio securities, potentially under disadvantageous circumstances, to generate cash, or may have to borrow the cash, to satisfy distribution requirements. Such a disposition of securities may potentially result in additional taxable gain or loss to the fund. The fund may invest in or hold debt obligations of issuers not currently paying interest or that are in default. Investments in debt obligations that are at risk of or are in default present special tax issues for the fund. Federal income tax rules are not entirely clear about issues such as when the fund may cease to accrue interest, original issue discount or market discount, when and to what extent deductions may be taken for bad debts or worthless securities, how payments received on obligations in default should be allocated between principal and interest and whether certain exchanges of debt obligations in a workout context are taxable. These and other issues will be addressed by the fund, in the event it invests in or holds such securities, in order to seek to ensure that it distributes sufficient income to preserve its status as a regulated investment company and does not become subject to U.S. federal income or excise tax. Options written or purchased and futures contracts entered into by the fund on certain securities, indices and foreign currencies, as well as certain forward foreign currency contracts, may cause the fund to recognize gains or losses from marking-to-market even though such options may not have lapsed or been closed out or exercised, or such futures or forward contracts may not have been performed or closed out. The tax rules applicable to these contracts may affect the characterization of some capital gains and losses realized by the fund as long-term or short-term. Certain options, futures and forward contracts relating to foreign currency may be subject to Section 988 of the Code, as described above, and accordingly may produce ordinary income or loss. Additionally, the fund may be required to recognize gain if an option, futures contract, forward contract, short sale or other transaction that is not subject to the mark-to-market rules is treated as a "constructive sale" of an "appreciated financial position" held by the fund under Section 1259 of the Code. Any net mark-to-market gains and/or gains from constructive sales may also have to be distributed to satisfy the distribution requirements referred to above even though the fund may receive no corresponding cash amounts, possibly requiring the disposition of portfolio securities or borrowing to obtain the necessary cash. Such a disposition of securities may potentially result in additional taxable gain or loss to the fund. Losses on certain options, futures or forward contracts and/or offsetting positions (portfolio securities or other positions with respect to which the fund's risk of loss is substantially diminished by one or more options, futures or forward contracts) may also be deferred under the tax straddle rules of the Code, which may also affect the characterization of capital gains or losses from straddle positions and certain successor positions as long-term or short-term. Certain tax elections may be available that would enable the fund to ameliorate some adverse effects of the tax rules described in this paragraph. The tax rules applicable to options, futures, forward contracts and straddles may affect the amount, timing and character of the fund's income and gains or losses and hence of its distributions to shareholders. 67 The fund may be subject to withholding and other taxes imposed by foreign countries, including taxes on interest, dividends and capital gains with respect to its investments in those countries. Any such taxes would, if imposed, reduce the yield on or return from those investments. Tax conventions between certain countries and the U.S. may reduce or eliminate such taxes in some cases. The fund does not expect to satisfy the requirements for passing through to its shareholders any share of foreign taxes paid by the fund, with the result that shareholders will not include such taxes in their gross incomes and will not be entitled to a tax deduction or credit for such taxes on their own tax returns. The fund is required to withhold (as "backup withholding") a portion of reportable payments, including dividends, capital gain distributions and the proceeds of redemptions and exchanges or repurchases of fund shares, paid to shareholders who have not complied with certain IRS regulations. The backup withholding rate is 28%. In order to avoid this withholding requirement, shareholders, other than certain exempt entities, must generally certify that the Social Security Number or other Taxpayer Identification Number they provide is their correct number and that they are not currently subject to backup withholding, or that they are exempt from backup withholding. The fund may nevertheless be required to backup withhold if it receives notice from the IRS or a broker that the number provided is incorrect or backup withholding is applicable as a result of previous underreporting of interest or dividend income. The description of certain federal tax provisions above relates only to U.S. federal income tax consequences for shareholders who are U.S. persons, i.e., generally, U.S. citizens or residents or U.S. corporations, partnerships, trusts or estates, and who are subject to U.S. federal income tax and hold their shares as capital assets. Except as otherwise provided, this description does not address the special tax rules that may be applicable to particular types of investors, such as financial institutions, insurance companies, securities dealers, other regulated investment companies, or tax-exempt or tax-deferred plans, accounts or entities. Investors other than U.S. persons may be subject to different U.S. federal income tax treatment, including a non-resident alien U.S. withholding tax at the rate of 30% or any lower applicable treaty rate on amounts treated as ordinary dividends from the fund (other than certain dividends reported by the fund as (i) interest-related dividends, to the extent such dividends are derived from the fund's "qualified net interest income," or (ii) short-term capital gain dividends, to the extent such dividends are derived from the fund's "qualified short-term gain") or, in certain circumstances, unless an effective IRS Form W-8BEN or other authorized withholding certificate is on file, to backup withholding on certain other payments from the fund. "Qualified net interest income" is the fund's net income derived from U.S.-source interest and original issue discount, subject to certain exceptions and limitations. "Qualified short-term gain" generally means the excess of the net short-term capital gain of the fund for the taxable year over its net long-term capital loss, if any. Backup withholding will not be applied to payments that have been subject to the 30% (or lower applicable treaty rate) withholding tax on shareholders who are neither citizens nor residents of the United States. Unless certain non-U.S. entities that hold fund shares comply with IRS requirements that will generally require them to report information regarding U.S. persons investing in, or holding accounts with, such entities, a 30% withholding tax may apply to fund distributions payable to such entities and, after December 31, 2018, to redemptions and certain capital gain dividends payable to such entities. 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. The fund does not expect to be a "United States real property holding corporation" as defined in Section 897(c)(2) of the Code. If the fund were to be classified as a United States real property holding corporation (or if it would be so classified, were it not for certain exceptions), then distributions made by the fund to non-U.S. shareholders might be subject to U.S. federal withholding tax, and non-U.S. shareholders might be required to file U.S. federal income tax returns to report distributions received from the fund. 68 Shareholders should consult their own tax advisers on these matters and on state, local, foreign and other applicable tax laws. If, as anticipated, the fund qualifies as a regulated investment company under the Code, it will not be required to pay any Massachusetts income, corporate excise or franchise taxes or any Delaware corporation income tax. 17. FINANCIAL STATEMENTS The fund's financial statements and financial highlights for the fiscal year ended October 31, 2016 appearing in the fund's annual report, filed with the SEC on December 29, 2016 (Accession No. 0001388126-16-000023), 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. The fund's annual report includes the financial statements referenced above and is available without charge upon request by calling the fund at 1-800-225-6292. 18. ANNUAL FEE, EXPENSE AND OTHER INFORMATION PORTFOLIO TURNOVER The fund's annual portfolio turnover rate for the fiscal years ended October 31
2016 2015 ------ ----- 35% 40% -- --
SHARE OWNERSHIP As of February 1, 2017, 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 February 1, 2017:
RECORD HOLDER SHARE CLASS NUMBER OF SHARES % OF CLASS ---------------------------------------------- ------------- ------------------ ----------- CLASS A ---------------------------------------------- ------------- ------------- ----- Pershing LLC 1,212,503.012 5.391 ------------- ------------- ----- One Pershing Plaza Jersey City NJ 07399-0001 ---------------------------------------------- National Financial Services LLC 1,238,502.817 5.51 ------------- ------------- ----- For the Exclusive Benefit of Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Blvd. Jersey City NJ 07310 ---------------------------------------------- CLASS C ---------------------------------------------- ------------- ------------- ----- UBS WM USA 265,321.641 6.30 ------------- ------------- ----- Omni Account M/F Attn: Department Manager 499 Washington Blvd., Floor 9 Jersey City NJ 07310 ---------------------------------------------- MLPF&S for the Sole Benefit of Its Customers 769,780.274 18.28 ------------- ------------- ----- Mutual Fund Administration 4800 Deer Lake Drive East 2nd Floor Jacksonville FL 32246-6484 ----------------------------------------------
69
RECORD HOLDER SHARE CLASS NUMBER OF SHARES % OF CLASS ------------------------------------------------------------ ------------- ------------------ ----------- Pershing LLC 319,788.518 7.59 ------------- ------------- ----- One Pershing Plaza Jersey City NJ 07399-0001 ------------------------------------------------------------ Special Custody Acct for the Exclusive Benefit of Customer 409,997.461 9.74 ------------- ------------- ----- 2801 Market Street Saint Louis MO 63103-2523 ------------------------------------------------------------ Morgan Stanley Smith Barney 492,184.982 11.69 ------------- ------------- ----- Harborside Financial Center Plaza 2, 3rd Floor Jersey City NJ 07311 ------------------------------------------------------------ Raymond James 321,565.930 7.64 ------------- ------------- ----- Omnibus For Mutual Funds Attn Courtney Waller 880 Carillon Pkwy St. Petersburg, FL 33716 ------------------------------------------------------------ CLASS K ------------------------------------------------------------ ------------- ------------- ----- National Financial Services LLC 624,007.736 45.65 ------------- ------------- ----- For the Exclusive Benefit of Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Blvd. Jersey City NJ 07310 ------------------------------------------------------------ VOYA Retirement Insurance and 424,953.588 31.09 ------------- ------------- ----- Annuity Company One Orange Way B3N Windsor CT 06095-4773 ------------------------------------------------------------ Brown Brothers Harriman And Company 77,024.000 5.63 ------------- ------------- ----- As Custodian 525 Washington Blvd Jersey City NJ 07310-1692 ------------------------------------------------------------ Charles Schwab & Co., Inc. 79,926.676 5.85 ------------- ------------- ----- Special Custody Account for the Benefit of Customers Attn: Mutual Funds 211 Main St San Francisco CA 94105-1905 ------------------------------------------------------------ CLASS R ------------------------------------------------------------ ------------- ------------- ----- VOYA Retirement Insurance and 1,069,012.650 43.25 ------------- ------------- ----- Annuity Company One Orange Way B3N Windsor CT 06095-4773 ------------------------------------------------------------ VOYA Institutional Trust Company 124,903.534 5.05 ------------- ------------- ----- Custodial Acct P.O. Box 990065 Hartford, CT 06199-0065 ------------------------------------------------------------ MLPF&S for the Sole Benefit of Its Customers 453,618.482 18.35 ------------- ------------- ----- Mutual Fund Administration 4800 Deer Lake Drive East 2nd Floor Jacksonville FL 32246-6484 ------------------------------------------------------------ Sammons Financial Network LLC 320,920.441 12.98 ------------- ------------- ----- 4546 Corporate Dr Ste 100 WDM IA 50266-5911 ------------------------------------------------------------ CLASS Y ------------------------------------------------------------ ------------- ------------- -----
70
RECORD HOLDER SHARE CLASS NUMBER OF SHARES % OF CLASS ----------------------------------------------------- ------------- ------------------ ----------- Charles Schwab & Co., Inc. 3,214,213.232 16.03 ------------- ------------- ----- Special Custody Account for the Benefit of Customers Attn: Mutual Funds 211 Main St San Francisco CA 94105-1905 ----------------------------------------------------- Pershing LLC 2,036,196.715 10.16 ------------- ------------- ----- One Pershing Plaza Jersey City NJ 07399-0001 ----------------------------------------------------- VOYA Institutional Trust Company 2,205,769.191 11.00 ------------- ------------- ----- Custodial Acct P.O. Box 990065 Hartford, CT 06199-0065 ----------------------------------------------------- MLPF&S for the Sole Benefit of Its Customers 2,296,860.796 11.46 ------------- ------------- ----- Mutual Fund Administration 4800 Deer Lake Drive East 2nd Floor Jacksonville FL 32246-6484 ----------------------------------------------------- VOYA Retirement Insurance and 2,190,049.446 10.93 ------------- ------------- ----- Annuity Company One Orange Way B3N Windsor CT 06095-4773 ----------------------------------------------------- ----------------------------------------------------- ------------- ------------- -----
TRUSTEE OWNERSHIP OF SHARES OF THE FUND AND OTHER PIONEER FUNDS The following table indicates the value of shares that each Trustee beneficially owned in the fund and Pioneer Funds in the aggregate as of December 31, 2016. 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, 2016. The share value of any open-end Pioneer Fund is based on the net asset value of the class of shares on December 31, 2016. The dollar ranges in this table are in accordance with SEC requirements.
AGGREGATE DOLLAR RANGE OF EQUITY DOLLAR RANGE OF SECURITIES IN ALL REGISTERED EQUITY SECURITIES INVESTMENT COMPANIES OVERSEEN BY NAME OF TRUSTEE IN THE FUND TRUSTEE IN THE PIONEER FAMILY OF FUNDS ----------------------- ------------------- --------------------------------------- INTERESTED TRUSTEES: ----------------------- ------------------- --------------------------------------- Kenneth J. Taubes Over $100,000 Over $100,000 ----------------------- ------------------- --------------------------------------- INDEPENDENT TRUSTEES: ----------------------- ------------------- --------------------------------------- David R. Bock Over $100,000 Over $100,000 ----------------------- ------------------- --------------------------------------- Benjamin M. Friedman None Over $100,000 ----------------------- ------------------- --------------------------------------- Margaret B.W. Graham $10,001 - $50,000 Over $100,000 ----------------------- ------------------- --------------------------------------- Thomas J. Perna None Over $100,000 ----------------------- ------------------- --------------------------------------- Marguerite A. Piret $10,001 - $50,000 Over $100,000 ----------------------- ------------------- --------------------------------------- Fred J. Ricciardi None Over $100,000 ----------------------- ------------------- ---------------------------------------
COMPENSATION OF OFFICERS AND TRUSTEES The following table sets forth certain information with respect to the compensation of each Trustee of the fund. 71
PENSION OR RETIREMENT AGGREGATE BENEFITS ACCRUED TOTAL COMPENSATION COMPENSATION AS PART OF FUND FROM THE FUND AND NAME OF TRUSTEE FROM FUND** EXPENSES OTHER PIONEER FUNDS** ------------------------ -------------- ------------------ ---------------------- INTERESTED TRUSTEES: + ------------------------ ---------- ----- ------------- Kenneth J. Taubes * $ 0.00 $0.00 $ 0.00 ------------------------ ---------- ----- ------------- INDEPENDENT TRUSTEES: ------------------------ ---------- ----- ------------- David R. Bock $ 9,587.33 $0.00 $ 251,750.00 ------------------------ ---------- ----- ------------- Benjamin M. Friedman $ 9,555.67 $0.00 $ 251,000.00 ------------------------ ---------- ----- ------------- Margaret B.W. Graham $ 8,397.60 $0.00 $ 223,500.00 ------------------------ ---------- ----- ------------- Thomas J. Perna $11,489.65 $0.00 $ 296,750.00 ------------------------ ---------- ----- ------------- Marguerite A. Piret $ 9,165.20 $0.00 $ 241,750.00 ------------------------ ---------- ----- ------------- Fred J. Ricciardi $ 7,616.65 $0.00 $ 205,000.00 ------------------------ ---------- ----- ------------- TOTAL $55,812.10 $0.00 $1,469,750.00 ------------------------ ---------- ----- -------------
* Under the management contract, Pioneer reimburses the fund for any Interested Trustee fees paid by the fund. ** For the fiscal year ended October 31, 2016. As of October 31, 2016, there were 45 U.S. registered investment portfolios in the Pioneer Family of Funds. + Ms. Lorraine H. Monchak is a non-voting Advisory Trustee of the Trust. Ms. Monchak received aggregate compensation from the fund in the amount of $8,354.17, 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 $222,479.00 for the fiscal year ended October 31, 2016. APPROXIMATE MANAGEMENT FEES THE FUND PAID OR OWED PIONEER The following table shows the dollar amount of gross investment management fees incurred by the fund, along with the net amount of fees that were paid after applicable fee waivers or expense reimbursements, if any. The data is for the past three fiscal years or shorter period if the fund has been in operation for a shorter period.
FOR THE FISCAL YEARS ENDED OCTOBER 31 2016 2015 2014 --------------------------------------- ------------- ------------- ------------- Gross Fee Incurred $9,476,495 $8,923,615 $9,049,733 --------------------------------------- ---------- ---------- ---------- Net Fee Paid $9,476,495 $8,923,615 $9,049,733 --------------------------------------- ---------- ---------- ----------
FEES THE FUND PAID TO PIONEER UNDER THE ADMINISTRATION AGREEMENT
FOR THE FISCAL YEARS ENDED OCTOBER 31 ---------------------------------------------- 2016 2015 2014 -------------------- ----------- ----------- $577,858 $439,993 $477,023 ---------- -------- --------
UNDERWRITING EXPENSES AND COMMISSIONS
FOR THE FISCAL YEARS ENDED OCTOBER 31 2016 2015 2014 --------------------------------------------------------------- ----------- ---------- ---------- Approximate Net Underwriting Expenses Retained by PFD $113,857 $ 78,659 $ 71,246 --------------------------------------------------------------- -------- -------- -------- Approximate Commissions Reallowed to Dealers (Class A shares) $650,716 $406,046 $405,531 --------------------------------------------------------------- -------- -------- -------- Approximate Brokerage and Underwriting Commissions (Portfolio Transactions) $686,889 $576,905 $457,947 --------------------------------------------------------------- -------- -------- --------
72 FUND EXPENSES UNDER THE DISTRIBUTION PLAN
FOR THE FISCAL YEAR ENDED OCTOBER 31, 2016 ---------------------------------------------------------------------- COMBINED PLAN CLASS A PLAN CLASS C PLAN CLASS R PLAN ------------------ -------------- -------------- -------------- $3,508,232 $1,852,400 $1,256,110 $399,722 ------------ ---------- ---------- -------- --
ALLOCATION OF FUND EXPENSES UNDER THE DISTRIBUTION PLAN An estimate by category of the allocation of fees paid by each class of shares of the fund during the year ended September 30, 2016 is set forth in the following table:
PAYMENTS TO SERVICING SALES PRINTING PARTIES/1/ ADVERTISING MEETINGS AND MAILING TOTAL -------------- ------------- ---------- ------------- ------------- Class A $1,974,461 $45,673 $120,586 $39,694 $2,180,414 --------- ---------- ------- -------- ------- ---------- Class C $1,353,023 $15,296 $ 40,857 $13,471 $1,422,647 --------- ---------- ------- -------- ------- ---------- Class R $ 383,370 $13,123 $ 34,463 $11,332 $ 442,288 --------- ---------- ------- -------- ------- ----------
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). SECURITIES OF REGULAR BROKER-DEALERS As of October 31, 2016, the fund held the following securities of its regular broker-dealers (or affiliates of such broker-dealers): Bank of America Corp. Equity $29,255,000 ---------------------------------------- -------- ----------- JPMorgan Chase & Co. Equity $30,447,000 ---------------------------------------- -------- ----------- US Bancorp Equity $25,538,000 ---------------------------------------- -------- ----------- The PNC Financial Services Group, Inc. Equity $41,077,000 ---------------------------------------- -------- ----------- Invesco, Ltd. Equity $18,789,000 ---------------------------------------- -------- ----------- Northern Trust Corp. Equity $16,225,000 ---------------------------------------- -------- ----------- State Street Corp. Equity $38,832,000 ---------------------------------------- -------- ----------- The Bank of New York Mellon Corp. Equity $28,515,000 ---------------------------------------- -------- ----------- Morgan Stanley Co. Equity $23,171,000 ---------------------------------------- -------- -----------
CDSCS During the fiscal year ended October 31, 2016, the following CDSCs were paid to PFD: $24,868 CAPITAL LOSS CARRYFORWARDS AS OF OCTOBER 31, 2016 At October 31, 2016, the fund had the following net capital loss carryforward: $0 73 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. 74 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. 75 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. 76 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. 77 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"). 78 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. 79 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: 80 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. 81 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. 82 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. 83 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. 84 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. 85 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. 86 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. 87 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 88 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 89 ADOPTED BY THE PIONEER FUNDS' BOARD OF TRUSTEES October 5, 2004 EFFECTIVE DATE: October 5, 2004 REVISION DATE: September 2009 22094-10-0317 90 PART C - OTHER INFORMATION Item 28. Exhibits Amended Form N-1A Exhibit Reference (a)(1) Amended and Restated Agreement and Declaration of Trust (January 12, 2016).(11) (a)(2) Certificate of Trust.(1) (b) Amended and Restated By-Laws.(7) (c) Specimen Share Certificate.(1) (d) Amended and Restated Management Agreement.(9) (e)(1) Underwriting Agreement with Pioneer Funds Distributor, Inc.(3) (e)(2) Dealer Sales Agreement.(6) (f) None. (g)(1) Custodian Agreement with Brown Brothers Harriman & Co.(5) (g)(2) Appendix A to Custodian Agreement (December 10, 2014).(10) (g)(3) Amendment to Custodian Agreement (May 31, 2016).(12) (h)(1) Transfer Agency Agreement (November 2, 2015).(12) (h)(2) Amended and Restated Administration Agreement with Pioneer Investment Management, Inc. (December 1, 2014).(10) (h)(3) Administrative Agency Agreement, dated as of March 5, 2012, between Brown Brothers Harriman & Co. and Pioneer Investment Management, Inc.(8) (h)(4) Appendix A to Administrative Agency Agreement (December 27, 2016).(12) (i) Opinion of Counsel.(2) (j) Consent of Independent Registered Public Accounting Firm.(12) (k) None. (l) None. (m) Pioneer Funds Distribution Plan (January 10, 2017).(12) (m)(2) Class R Service Plan.(4) (n) Amended Multiple Class Plan Pursuant to Rule 18f-3 (January 10, 2017).(12) (o) Not applicable. (p) Code of Ethics of the Pioneer Funds, Pioneer Funds Distributor, Inc., Pioneer Institutional Asset Management, Inc., and Pioneer Investment Management, Inc. (September 20, 2013).(9) N/A Power of Attorney (November 17, 2014).(10) ------------------ (1) Previously filed. Incorporated herein by reference from the exhibits filed with the Registrant's Initial Registration Statement (File Nos. 333-46453 and 811-08657) as filed with the Securities and Exchange Commission (the "SEC") on February 17, 1998 (Accession No. 0000734072-98-000137). (2) Previously filed. Incorporated herein by reference from the exhibits filed with Pre-Effective Amendment No. 1 to the Registration Statement as filed with the SEC on June 24, 1998 (Accession No. 0001016964-98-000063). (3) Previously filed. Incorporated herein by reference from the exhibit filed with Post-Effective Amendment No. 7 to the Registration Statement as filed with the SEC on March 1, 2002 (Accession No.0000869356-02-000005). (4) Previously filed. Incorporated herein by reference from the exhibit filed with Post-Effective Amendment No. 8 to the Registration Statement as filed with the SEC on January 8, 2003 (Accession No.0000869356-03-000003). (5) Previously filed. Incorporated herein by reference from the exhibit filed with Post-Effective Amendment No. 13 to the Registration Statement as filed with the SEC on February 28, 2006 (Accession No.0000869356-06-000013). (6) Previously filed. Incorporated herein by reference from the exhibit filed with Post-Effective Amendment No. 14 to the Registration Statement as filed with the SEC on February 27, 2007 (Accession No.0000863334-07-000008). (7) Previously filed. Incorporated herein by reference from the exhibit filed with Post-Effective Amendment No. 17 to the Registration Statement as filed with the SEC on February 27, 2009 (Accession No. 0000869356-09-000005) (8) Previously filed. Incorporated herein by reference from the exhibit filed with Post-Effective Amendment No. 25 to the Registration Statement as filed with the SEC on December 14, 2012 (Accession No. 0000869356-12-000016) (9) Previously filed. Incorporated herein by reference from the exhibit filed with Post-Effective Amendment No. 29 to the Registration Statement as filed with the SEC on February 28, 2014 (Accession No. 0000869356-14-000004) (10) Previously filed. Incorporated herein by reference from the exhibit filed with Post-Effective Amendment No. 31 to the Registration Statement as filed with the SEC on February 27, 2015 (Accession No. 0000869356-15-000004) (11) Previously filed. Incorporated herein by reference from the exhibit filed with Post-Effective Amendment No. 33 to the Registration Statement as filed with the SEC on February 23, 2016 (Accession No. 0000869356-16-000016) (12) Filed herewith Item 29. Persons Controlled by or Under Common Control with the Fund None. Item 30. Indemnification Except for the Amended and Restated Agreement and Declaration of Trust (the "Declaration"), establishing the Fund as a statutory trust under Delaware law, there is no contract, arrangement or statute under which any Trustee, officer, underwriter or affiliated person of the Fund is insured or indemnified. The Declaration provides that every person who is, or has been, a Trustee or an officer, employee or agent of the Fund shall be indemnified by the Fund or the appropriate Fund series to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Trustee, officer, employee or agent and against amounts paid or incurred by him in the settlement thereof. Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the "1933 Act"), may be available to Trustees, officers and controlling persons of the Fund pursuant to the foregoing provisions, or otherwise, the Fund has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Fund of expenses incurred or paid by a Trustee, officer or controlling person of the Fund in the successful defense of any action, suit or proceeding) is asserted by such Trustee, officer or controlling person in connection with the securities being registered, the Fund will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. Item 31. Business and Other Connections of Investment Adviser Pioneer Investment Management, Inc. ("Pioneer Investments") is a registered investment adviser under the Investment Advisers Act of 1940, as amended, and is an indirect, wholly owned subsidiary of UniCredit S.p.A. ("UniCredit"). Pioneer Investments manages investment companies, pension and profit sharing plans, trusts, estates or charitable organizations and other corporations or business entities. To the knowledge of the Fund, none of Pioneer Investments' directors or executive officers is or has been during their employment with Pioneer Investments engaged in any other business, profession, vocation or employment of a substantial nature for the past two fiscal years. Certain directors and officers, however, may hold or may have held various positions with, and engage or have engaged in business for, the investment companies that Pioneer Investments manages and/or other UniCredito subsidiaries. Item 32. Principal Underwriters (a) Pioneer Funds Distributor, Inc. acts as principal underwriter for the following investment companies: Pioneer Asset Allocation Trust Pioneer Bond Fund Pioneer Emerging Markets Fund Pioneer Equity Income Fund Pioneer Fund Pioneer High Yield Fund Pioneer ILS Interval Fund Pioneer Mid Cap Value Fund Pioneer Money Market Trust Pioneer Real Estate Shares Pioneer Series Trust II Pioneer Series Trust III Pioneer Series Trust IV Pioneer Series Trust V Pioneer Series Trust VI Pioneer Series Trust VII Pioneer Series Trust VIII Pioneer Series Trust X Pioneer Series Trust XI Pioneer Series Trust XII Pioneer Short Term Income Fund Pioneer Strategic Income Fund Pioneer Variable Contracts Trust (b) Directors and executive officers of Pioneer Funds Distributor, Inc.: POSITIONS AND OFFICES POSITIONS AND OFFICES NAME WITH UNDERWRITER WITH FUND Lisa M. Jones President, Director, Chairman President and Chief Executive Officer Laura J. Palmer Senior Vice President and None Interim Head of U.S. Intermediary Distribution Erik D. Gosule Senior Vice President and None Head of Marketing and Product Development Tracy L. Connelly Senior Vice President and None Chief Operations Officer Gregg M. Dooling Chief Financial Officer None Terrence J. Cullen Senior Vice President and None General Counsel John M. Malone Senior Vice President and None Chief Compliance Officer Patrick D. Grecco Vice President and Controller None The principal business address of each of these individuals is 60 State Street, Boston, Massachusetts 02109-1820. (c) Not applicable. Item 33. Location of Accounts and Records The accounts, books, and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder are maintained at the following offices: (a) Registrant: 60 State Street Boston, Massachusetts 02109 (b) Investment adviser and administrator: Pioneer Investment Management, Inc. 60 State Street Boston, Massachusetts 02109 (c) Principal underwriter: Pioneer Funds Distributor, Inc. 60 State Street Boston, Massachusetts 02109 (d) Custodian and sub-administrator: Brown Brothers Harriman & Co. 50 Post Office Square Boston, Massachusetts 02110 (e) Shareholder servicing and transfer agent: Boston Financial Data Services, Inc. 2000 Crown Colony Drive Quincy, Massachusetts 02169 Item 34. Management Services Not applicable. Item 35. Undertakings Not applicable. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Fund certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment No. 35 to its registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Boston, and the Commonwealth of Massachusetts, on the 28th day of February, 2017. PIONEER EQUITY INCOME FUND By: /s/ Lisa M. Jones ---------------------------- Lisa M. Jones President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated below on February 28, 2017: Signature Title /s/ Lisa M. Jones President (Principal Executive Officer) ------------------- Lisa M. Jones Mark E. Bradley* Treasurer (Principal Financial and Mark E. Bradley Accounting Officer) David R. Bock* Trustee David R. Bock Benjamin M. Friedman* Trustee Benjamin M. Friedman Margaret B. W. Graham* Trustee Margaret B. W. Graham Thomas J. Perna* Chairman of the Board Thomas J. Perna and Trustee Marguerite A. Piret* Trustee Marguerite A. Piret Fred J. Ricciardi* Trustee Fred J. Ricciardi Kenneth J. Taubes* Trustee Kenneth J. Taubes *By: /s/ Lisa M. Jones Dated: February 28, 2017 ------------------- Lisa M. Jones Attorney-in-fact Exhibit Index Exhibit Number Document Title (g)(3) Amendment to Custodian Agreement (May 31, 2016) (h)(1) Transfer Agency Agreement (November 2, 2015) (h)(4) Appendix A to Administrative Agency Agreement (December 27, 2016) (j) Consent of Independent Registered Public Accounting Firm (m) Pioneer Funds Distribution Plan (January 10, 2017) (n) Amended Multiple Class Plan Pursuant to Rule 18f-3 (January 10, 2017) EX-99.G CUST AGREEMT 2 amendmentcustody053116.txt AMENDMENT TO CUSTODIAN AGREEMENT AMENDMENT TO CUSTODIAN AGREEMENT THIS AMENDMENT to CUSTODIAN AGREEMENT (this "Amendment") is dated May 31, 2016, by and between each of the Pioneer open-end management investment companies (each, a "Fund") listed on Appendix A to the Agreement (defined below) and Brown Brothers Harriman & Co. (the "Custodian" or "BBH&Co."). Reference is made to the Custodian Agreement between each Fund and BBH&Co. dated July 1, 2001, as amended from time to time and as in effect on the date hereof prior to giving effect to this Amendment (the "Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement. WHEREAS, each Fund and Custodian have agreed to amend the terms of the Agreement as set forth herein; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to as follows: A. Amendments to the Agreement 1. The Agreement is hereby amended in Section 2 by adding at the end thereof the following new Section 2.3 and 2.3.1: "2.3 By providing an Instruction (defined in Section 4) in respect of an Investment (which Instruction may relate to among other things, the processing of orders and/or settlement of transactions in funds), the Fund hereby (i) authorizes BBH&Co. to complete such documentation as may be required or appropriate to carry out the Instruction, and agrees to be contractually bound to the terms of such documentation "as is" without recourse against BBH&Co.; (ii) represents, warrants and covenants that it has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that BBH&Co. will not be responsible for the accuracy of any information provided to it by or on behalf of the Fund, or for any underlying commitment or obligation inherent to an Investment; (iv) except as otherwise provided for in Section 2.6.1, represents, warrants and covenants that it will not effect any sale, transfer or disposition of Investment(s) held in BBH&Co.'s name by any means other than the issuance of an Instruction by the Fund to BBH&Co.; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Fund invests may pay to BBH&Co. certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Fund's investments in such schemes; (vi) agrees that BBH&Co. shall have no obligation or responsibility whatsoever to respond to, or provide capital in connection with any capital calls, letters of intent or other requirements as set out in the prospectus or offering circular of an Investment; (vii) represents, warrants and covenants that it will provide BBH&Co. with such information as is necessary or appropriate to enable BBH&Co.'s performance pursuant to an Instruction or under this Agreement; (vii) undertakes to inform BBH&Co. and to keep the same updated as to any tax withholding or benefit to which an Investment may be subject; (ix) acknowledges that BBH&Co. shall have no obligation to fund any order placed by the Fund for which the Fund does not have sufficient cash on deposit with BBH&Co.; and (x) agrees that BBH&Co. shall be held harmless for the acts, omissions or any unlawful activity 1 of any agent of the Fund, or any transfer agent or other agent of an Investment in which the Fund may invest. 2.3.1. To the extent that the Fund holds Investments in an account opened in the name of BBH&Co. as custodian for and at the direction of the Fund, and the Fund requests that BBH&Co. provide the Fund with the capability to place orders and execute trades in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Fund hereby acknowledges that BBH&Co. is under no obligation to agree to such arrangement but if BBH&Co. so agrees, the Fund (i) acknowledges that all relevant terms under Section 2.6 above apply thereto, (ii) authorizes BBH&Co. as custodian, to grant a limited power of attorney to the Fund or its designated agent to enable the Fund to so execute, (iii) agrees to ensure that any instructions issued by the Fund or its designated agent shall also be concurrently submitted to BBH&Co., and (iv) shall adhere to any BBH&Co. procedures established with each such fund or its transfer agent with respect thereto including, but not limited to, the terms of the limited power of attorney. The Fund also acknowledges and agrees that (1) BBH&Co. is acting solely in its capacity as custodian and is not acting as a broker or introducing broker on behalf of the Fund, (2) BBH&Co. is not receiving compensation in connection with the Fund's own execution hereunder of trades with each such fund other than its usual and customary custody fees and transaction charges, (3) it will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agent, and (4) BBH&Co. is not responsible for (a) providing information published by the relevant distributor of each such fund including, but not limited to, the prospectus for each such Investment in a fund or for resolving execution queries or complaints relative to any such Investment, and (b) assessing the suitability of any such Investment executed directly by the Fund. B. Miscellaneous 1. Except as specifically amended hereby, the Agreement remains unchanged, in full force and effect and binding on the parties in accordance with its terms. 2. This Amendment shall be governed in accordance with the terms set forth in Section 12.4 of the Agreement. 3. This Amendment may be executed in multiple original counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Amendment. IN WITNESS WHEREOF, each of the parties has caused their duly authorized representatives to execute this Amendment to the Agreement, effective as of the first date written above. Each of the Funds listed on BROWN BROTHERS HARRIMAN & CO. Appendix A to the Agreement, as amended from time to time By: /s/ Christopher J. Kelley By: /s/ Elizabeth E. Prickett ------------------------------------ ------------------------- Name: Christopher J. Kelley Name: Elizabeth E. Prickett Title: Secretary Title: Managing Director 2 EX-99.H OTH MAT CONT 3 taagreement110215.txt TRANSFER AGENCY AGREEMENT AMENDMENT TO AND ASSIGNMENT OF MASTER AGREEMENT This Amendment to and Assignment of the Master Agreement dated January 1, 2012, as amended (the "Master Agreement"), between Pioneer Investment Management Shareholder Services, Inc. ("PIMSS") and Boston Financial Data Services, Inc. ("Boston Financial") is made this 2nd day of November, 2015 and shall be effective as of November 1, 2015 (the "Effective Date"). In accordance with Sections 12.08 and 12.11 of the Master Agreement, Boston Financial, PIMSS, Pioneer Investment Management, Inc. ("PIM Inc."), and the Pioneer Funds set forth on Exhibit A to the Master Agreement (the "Funds") desire to modify the Master Agreement and its Schedules as set forth herein. For purposes of this Amendment to and Assignment of Master Agreement ("Amendment"), Boston Financial, PIMSS, PIM Inc., and the Funds shall collectively be referred to as the "Parties." Also, for purposes of this Amendment, references to the "Master Agreement" shall be deemed to include both the body of the Master Agreement as well as all Schedules to the Master Agreement except where the context otherwise provides. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, and in consideration of the mutual covenants of the parties herein contained, the Parties acknowledge and agree as follows: 1. Parties and Assignment and Assumption. PIMSS hereby assigns to the Funds (severally and not jointly), from and after the Effective Date, all of PIMSS's rights and obligations under the Master Agreement and Schedules I through IV, VII and VIII thereto (the "Fund Schedules"). Further, PIMSS hereby assigns to PIM Inc., from and after the Effective Date, all of PIMSS' rights and obligations under Schedules V and VI to the Master Agreement (the "FAN Services Schedules"). In turn, the Funds severally agree to assume, from and after the Effective Date, all of the obligations, rights and duties assigned to them by PIMSS and each Fund severally agrees to be responsible for all obligations incurred by it under the Master Agreement and the Fund Schedules from and after the Effective Date. PIM Inc. agrees to assume, from and after the Effective Date, all of the obligations, rights and duties assigned to it by PIMSS and PIM Inc. agrees to be responsible for all obligations incurred by it under the Master Agreement and the FAN Services Schedules from and after the Effective Date. Accordingly, from and after the Effective Date, each of the Funds set forth on Exhibit A to the Master Agreement shall be a party to the Master Agreement and the Fund Schedules and PIM Inc. shall be a party to the FAN Services Schedules. In addition, from and after the Effective Date, PIMSS shall be removed as a party to the Master Agreement and all Schedules thereto. Also, Boston Financial agrees to: the addition of each of the Funds as parties to the Master Agreement and the Fund Schedules; the addition of PIM Inc. as a party to the FAN Services Schedules; PIMSS' assignment to the Funds of all PIMSS' rights and obligations under the Master Agreement and Fund Schedules; PIMSS' assignment to PIM Inc. of all PIMSS' rights and obligations under the FAN Services Schedules; and the removal of PIMSS as a party to the Master Agreement and all Schedules thereto, all as set forth above. Boston Financial, on behalf of itself and its affiliates, agrees to provide the services and products that were provided to PIMSS (i) under the Fund Schedules to each of the Funds and (ii) under the FAN Services Schedules to PIM Inc., from and after the Effective Date. Each of PIMSS and Boston Financial hereby acknowledges and agrees that the Funds are not assuming, and shall in no event be responsible for, any liability of PIMSS arising directly or indirectly under the Master Agreement and all Schedules thereto prior to the Effective Date (whether discovered or raised before or after the Effective Date). In light of the changes discussed above, all references to "Pioneer" throughout the Master Agreement and its Schedules shall be deemed from and after the Effective Date to refer to (i) the Funds (instead of PIMSS) for purposes of the Fund Schedules, and (ii) to PIM Inc. (instead of PIMSS) with respect to the FAN Services Schedules, in each case except when the context otherwise requires. 2. Section 6 (Representations and Warranties of Customer). Section 6 of the Master Agreement is hereby amended by deleting such section in its entirety, and replacing it with the following: "Each of the Funds severally represents and warrants to Boston Financial as follows: 6.01 The Fund is a statutory trust duly organized, validly existing and in good standing under its state of organization; 6.02 The Fund is empowered under applicable laws and regulations and by its declaration of trust and bylaws to enter into and perform its obligations and duties under this Master Agreement and its Schedules; 6.03 All requisite trust proceedings have been taken and all necessary registrations filed and approved to authorize the Fund to enter into and perform this Master Agreement and its Schedules and to utilize Boston Financial's Products as contemplated in this Master Agreement, and this Master Agreement and each Schedule thereto is, or will be, when executed and delivered, a legal, valid and binding obligation of the Fund, enforceable in accordance with its terms; and 6.04 That, to the extent that any Licensed Software utilizes third party software or the Fund installs such Licensed Software on equipment not provided to the Fund by Boston Financial or its Affiliates and provided Boston Financial shall have advised the Fund of any such third party software required prior to the later of installing such Licensed Software or the execution of the applicable Schedule, the Fund shall have obtained, at the Fund's own expense, a license or the right to use any such third party software which is included in or required to operate the Licensed Software." 3. Section 7 (Indemnification, Liability Limitations And Force Majeure). Section 7.01 of the Master Agreement is hereby amended by deleting Subsection (c) and replacing it with the following: "(c) Notwithstanding anything in this Master Agreement or its Schedules to the contrary, the aggregate liability of Boston Financial, or the Affiliate executing a Schedule hereunder, during any Term with respect to, arising from or arising in connection with this Master Agreement, or from all services provided or omitted to be provided under this Master Agreement shall be limited to the aggregate amount specified 2 with respect thereto in the applicable Schedule under which such claim arises. If no limitation upon Boston Financial or its Affiliate's maximum aggregate liability shall be specified in a Schedule, then the maximum aggregate liability of Boston Financial or its Affiliate under this Master Agreement and its Schedules during any Term thereof shall be limited to: (i) the aggregate of the amounts actually received by Boston Financial from all of the Funds as fees and charges for the Services or Licenses provided under such Schedule, exclusive of reimbursements by the Funds to Boston Financial for reimbursable expenses, during the preceding twelve (12) calendar months; or (ii) with respect to claims arising from breaches by Boston Financial or its Affiliate of their confidentiality or privacy obligations under this Agreement or its Schedules, the aggregate of the amounts actually received by Boston Financial or its Affiliate from all of the Funds as fees and charges for the Services or Licenses provided under such Schedule, exclusive of reimbursements by the Funds to Boston Financial for reimbursable expenses, during the preceding eighteen (18) calendar months." 4. Section 8 (Term of the Master Agreement). Section 8.01 of the Master Agreement is hereby amended by deleting the first sentence and replacing it with the following: "Except as otherwise provided herein, this Master Agreement and its Schedules shall remain in full force and effect through the close of business on December 31, 2021 (the "Initial Term")." 5. Schedule I (Transfer Agency Services). Schedule I to the Master Agreement is hereby amended as follows: (i) Schedule I shall be renamed as "Schedule I - Transfer Agency Services." All references to "Sub-Transfer Agency" in the Master Agreement and Schedule I, shall be deemed to refer to the "Transfer Agency Services;" (ii) For purposes of Schedule I, all references to Pioneer shall be deemed to refer to the Funds (instead of PIMSS) and the Funds shall replace PIMSS as the party to and the entity executing the Schedule; (iii) The first "Whereas" clause of Schedule I is hereby deleted in its entirety and the second "Whereas" clause is replaced with the following: "Whereas, the Funds have entered into the Master Agreement with Boston Financial and in connection therewith the Funds desire to appoint Boston Financial as transfer agent and dividend disbursing agent for the Funds, and Boston Financial desires to accept such appointment, on the terms and conditions set forth in the Master Agreement and this Schedule." (iv) Section 2 (Appointment; Services) of Schedule I is hereby amended as follows: (a) by replacing Section 2.01 with the following: "Subject to the terms and conditions set forth in the Master Agreement and this Schedule the Funds each hereby employ and appoint Boston Financial as its transfer agent and dividend disbursing agent." 3 (b) by replacing Section 2.02 with the following: "Boston Financial hereby accepts such appointment and agrees that it will act as transfer agent and dividend disbursing agent for each of the Funds specified on Exhibit A to the Master Agreement, which Exhibit may be amended in writing by the parties from time to time. Boston Financial agrees that it will also act as agent on behalf of each Fund in connection with any accumulation, open-account, retirement plans or similar plan provided to the shareholders of the Fund ("Shareholders") and set out in the currently effective prospectus and statement of additional information ("prospectus") of the Fund, including without limitation any periodic investment plan or periodic withdrawal program. As used herein, the term "Shares means the authorized and issued shares of common stock, or shares of beneficial interest, as the case may be, for each of the Funds (including each series thereof)." (c) by replacing subparagraph (14) of Section 2.03 with the following: "14) Receive all correspondence pertaining to any former, existing or new Shareholder account, process such correspondence for proper recordkeeping and respond to Shareholder correspondence in accordance with agreed upon Procedures;" (d) by replacing subparagraph (17) of Section 2.03 with the following: "17) withholding taxes on U.S. and non-resident alien Shareholder accounts as required by applicable U.S. federal law, collecting, reviewing and retaining account applications and all associated tax forms as required under applicable U.S. federal law, preparing, filing and/or delivering to Shareholders, as applicable, U.S. Internal Revenue Service Forms 1099 and other appropriate forms required by the IRS or other federal authorities for all Shareholders with respect to dividends, distributions and redemption proceeds;" (e) by replacing the last sentence of subparagraph (23) of Section 2.03 with the following: "Boston Financial shall provide all of the services described herein in accordance with the Procedures agreed upon by Boston Financial and the Funds and in accordance with applicable law." (f) by replacing subparagraph (27) of Section 2.03 with the following: "27) With respect to Traditional IRAs, Roth IRAs, SEP IRAs, SIMPLE IRAs, Coverdell Education Saving Accounts, and 403(b)(7) accounts, Boston Financial, at the request of the Fund, shall arrange for the provision of applicable documentation as well as provide or arrange for the provision of various services to such accounts, which services may include, but are not limited to: account set-up, maintenance, and disbursements, custodial services (to be provided by Boston Financial as custodial agent for State Street Bank and Trust Company) and such other services as the parties hereto shall mutually agree upon;" 4 (g) by replacing the last sentence of subparagraph (28) of Section 2.03 with the following: "The services to Plan Sponsors and Participants shall be provided either on the DST Systems, Inc. ("DST") TRAC 2000 System ("TRAC") or the DST TA 2000 System as mutually agreed by the parties." (h) by adding new subparagraph (32) to Section 2.03, which shall read as follows: "32) Boston Financial shall answer telephone inquiries from 8a.m. to 7p.m., Eastern Time, each day on which the New York Stock Exchange is open for trading. Boston Financial shall answer and respond to inquiries from existing Shareholders, prospective Shareholders of the Funds and broker-dealers on behalf of such Shareholders in accordance with the telephone scripts agreed upon by the Funds and Boston Financial, such inquiries may include requests for information on account set-up and maintenance, general questions regarding the operation of the Funds, general account information including dates of purchases, redemptions, exchanges and account balances, requests for account access instructions and literature requests;" (i) by adding new subparagraph (33) to Section 2.03, which shall read as follows: "33) Boston Financial shall manage and oversee the print output by the Funds' designated print /mail vendor (currently DST Output LLC) in connection with the production by such vendor of the Funds' statements, confirms, checks and other miscellaneous mailings. The Funds or a Fund affiliate shall retain responsibility for their contractual relationship with the print/mail vendor, including invoice review and payment of such vendor." (j) by adding new subparagraph (34) to Section 2.03, which shall read as follows: "34) Boston Financial shall work with the Funds' dedicated team at DST and coordinate the execution of projects, events, enhancements and implementation processes on DST's TA2000 system;" (k) by adding new subparagraph (35) to Section 2.03, which shall read as follows: "35) National Securities Clearing Corporation (the "NSCC"). Boston Financial shall (i) accept and effectuate the registration and maintenance of accounts through Networking and the purchase, redemption, transfer and exchange of shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the NSCC on behalf of NSCC's participants, including the Funds), in accordance with, instructions transmitted to and received by Boston Financial by transmission from NSCC on behalf of authorized broker-dealers on the Fund dealer file maintained by Boston Financial; (ii) issue instructions to the Fund's banks for the settlement of transactions between the Fund and NSCC (acting on behalf of its broker-dealer and bank participants); (iii) provide account and transaction information from the affected Fund's records on DST's TA2000 5 System in accordance with NSCC's Networking and Fund/SERV rules for those broker-dealers; and (iv) maintain Shareholder accounts on the DST TA2000 System through Networking; and" (v) by deleting Section 4.01 of Schedule I in its entirety and replacing it with the following: "In addition to all of the representations and warranties set forth in Section 6 of the Master Agreement, each Fund severally represents and warrants to Boston Financial that: (a)It is an open-end investment company registered under the Investment Company Act of 1940; and. (b)A registration statement under the Securities Act of 1933, as amended, for each Fund is currently effective and will remain effective during the term of the Master Agreement, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares being offered for sale by the Fund." (vi) by deleting Section 7.02 of Schedule I in its entirety and replacing it with the following: "7.02 Boston Financial's maximum aggregate liability during any term of this Schedule with respect to, arising from or arising in connection with this Schedule, or from all services provided or omitted to be provided by Boston Financial under this Schedule, whether in contract, or in tort, or otherwise, shall be limited to: (i) the aggregate of the amounts actually received by Boston Financial from all of the Funds as fees and charges for the Services provided under this Schedule, exclusive of reimbursements by the Funds to Boston Financial for reimbursable expenses, during the preceding twelve (12) calendar months; or (ii)with respect to claims arising from breaches by Boston Financial of its confidentiality or privacy obligations under the Agreement or this Schedule, the aggregate of the amounts actually received by Boston Financial from all of the Funds as fees and charges for the Services provided under this Schedule, exclusive of reimbursements by Pioneer to Boston Financial for reimbursable expenses, during the preceding eighteen (18) calendar months." 6. Schedule II (TA2000 Remote Services). Schedule II to the Master Agreement is hereby amended by deleting Section 6 of Schedule II in its entirety and replacing it with the following: 6 "In addition to all of the representations and warranties set forth in Section 6 of the Master Agreement, each Fund severally represents and warrants to Boston Financial that: (a) It is an open-end investment company registered under the Investment Company Act of 1940; and (b) A registration statement under the Securities Act of 1933, as amended, for each Fund is currently effective and will remain effective during the term of the Master Agreement, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares being offered for sale by the Fund; and (c) It shall not use the TA2000 System or DST's services in any way that is in violation of or will result in the violation of any law, rule or regulation that is applicable to it or to DST, or which it knows or has reasonable grounds to know will cause it or DST to violate a law, rule or regulation applicable to either of them." 7. Exhibit B (Fee Schedule). Exhibit B to the Master Agreement is hereby replaced in its entirety with the new Exhibit B, which is attached hereto and incorporated herein. 8. All defined terms and definitions in the Master Agreement shall be the same in this Amendment except as specifically revised by this Amendment and except for the use of the acronym "PIMSS" to refer to Pioneer Investment Management Shareholder Services, Inc. for purposes of this Amendment. 9. In the event of a conflict between the provisions of this Amendment and those of the Master Agreement, the provisions of this Amendment shall control. Except as expressly amended hereby, or as noted in Section 5 above, all other terms and conditions of the Master Agreement shall remain in full force and effect. 10.The obligations of each Fund under the Master Agreement and this Amendment shall be several and not joint. Boston Financial agrees that for services rendered to each Fund, or for any claim by it in connection with services rendered to a 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 Fund. The undersigned officer of each Fund has executed this Amendment not individually, but as an officer under the Fund's Declaration of Trust and the obligations of the Fund under the Master Agreement and this Amendment are not binding upon any of the Trustees, officers or shareholders of the Fund individually. 11.This Amendment shall be construed and the provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts of law principles. This Amendment 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. 7 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written. EACH OF THE PIONEER FUNDS SET FORTH ON BOSTON FINANCIAL DATA SERVICES, EXHIBIT A TO THE MASTER AGREEMENT INC. By: /s/ Mark E. Bradley By: /s/ Tracy W. Shelby ---------------------------------- --------------------------- Name: Mark E. Bradley Name: Tracy W. Shelby Title: Treasurer Title: Client Relationship Officer Authorized representative of each of the Pioneer Funds PIONEER INVESTMENT MANAGEMENT PIONEER INVESTMENT MANAGEMENT, INC. SHAREHOLDER SERVICES, INC. By: /s/ Kelly O'Donnell By: /s/ Tracy Connelly ---------------------------------- --------------------------- Name: Kelly O'Donnell Name: Tracy Connelly Title: V.P. Title: SVP, COO Acknowledged and Agreed for purposes of Schedules II, IV, V, VI, VII, and VIII of the Master Agreement. DST SYSTEMS, INC. By: /s/ Scott Chelton -------------------------- Name: Scott Chelton Title: President, AMS Acknowledged and Agreed for purposes of Schedule III of the Master Agreement. DST TECHNOLOGIES, INC. By: /s/ John Vaughn -------------------------- Name: John Vaughn Title: Vice President 8 ADDENDUM Master Agreement between Pioneer Investment Management Shareholder Services, Inc. and Boston Financial Data Services, Inc. This Addendum ("Addendum") is made as of June 18, 2014 (the "Addendum Effective Date"), by and between Boston Financial Data Services, Inc., ("Boston Financial") and Pioneer Investment Management Shareholder Services, Inc. ("Pioneer") to the Master Agreement dated January 1, 2012 (the "Master Agreement"). NOW THEREFORE, the parties agree the Master Agreement is supplemented as follows: 1. Background. Boston Financial has enhanced its lost shareholder, escheatment, and shareholder outreach business line to assist its clients with their federal and state unclaimed property requirements (the "UPA Services"). The UPA Services are provided by Boston Financial and/or its third party subcontractor (the "UPA Subcontractor") on behalf of Boston Financial. Boston Financial advises Pioneer that as of the date of this Addendum the UPA Subcontractor is Venio LLC d/b/a Keane. 2. UPA Services. Subject to Pioneer's payment of the fees for the UPA Services set forth on Exhibit B attached hereto (the "UPA Services Fee"), Boston Financial agrees to provide and/or have UPA Subcontractor provide, as applicable, to Pioneer's funds the UPA Services described on Exhibit A attached hereto. 3. Integration. This Addendum shall be integrated into and form part of the Master Agreement as of the Addendum Effective Date. In the event of any inconsistency between this Addendum and the Master Agreement, this Addendum shall control. Except as supplemented herein, the remaining terms and provisions of the Master Agreement shall not be affected by this Addendum and shall continue in full force and effect. 4. Liability. Boston Financial's aggregate liability during any term of this Addendum with respect to, arising from or arising in connection with this Addendum, or from all services provided or omitted to be provided by Boston Financial under this Addendum for all of Pioneer's funds subject to this Addendum, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed the aggregate of the amounts actually received hereunder by Boston Financial as fees and charges, but not including reimbursable expenses, for all of Pioneer's funds covered by this Addendum during the three (3) calendar months immediately preceding the first event for which recovery from Boston Financial is being sought. Signatures on following page ADDENDUM Signature Page 9 IN WITNESS WHEREOF, Boston Financial and Pioneer have caused this Addendum to be executed by their respective duly authorized representatives as of the Addendum Effective Date. BOSTON FINANCIAL DATA SERVICES, INC. PIONEER INVESTMENT MANAGEMENT SHAREHOLDER SERVICES, INC. By: /s/ Richard J. Johnson By: /s/ Tracy Connelly -------------------------------------- ------------------------------ Name: Richard J. Johnson Name: Tracy Connelly -------------------------------------- ------------------------------ Title: Managing Director Title: SVP -------------------------------------- ------------------------------ 10 Exhibit A Description of UPA Services Dated: June 6, 2014 1. Lost Shareholder Services: a. Pursuant to Section 2.03 of the Master Agreement, Boston Financial shall accept any Shareholder checks and statement mailings returned to Boston Financial as undeliverable due to incorrect shareholder addresses ("RPO Mail"). Boston Financial shall record and research each piece of RPO Mail and attempt to find an up-to-date address for the intended recipient. b. If, as a result of the two searches, a more current address for the shareholder is provided, Boston Financial will update the address on the account. If a more current address is not provided, Escheatment Services will be provided, as below. 2. Escheatment Services/1/ a. Boston Financial will support the identification of accounts as lost based on SEC Rule 17ad-17 and will escheat based on applicable state dormancy periods. Any change to this method of identifying lost accounts and escheating must be in writing and provided by Pioneer to Boston Financial with reasonable notice. b. Boston Financial will capture and maintain customer contact type and date. c. Boston Financial will mail a notice of escheatment to the shareholder or the payee of an outstanding check (the "Due Diligence Letters") based on the state mailing schedules using DSTO as the print vendor. d. Boston Financial will escheat eligible property to the applicable states based on the state remittance schedules. 3. Inactive Outreach Services: a. Boston Financial will identify accounts that have been inactive for at least two years ("Inactive Shareholders"). b. Boston Financial will identify all accounts where "date of last contact" exceeds two year and load these accounts into a UPA database to begin the outreach program to keep these accounts in an active shareholder status. c. Boston Financial will mail letters to inactive accounts requesting the dealer and/or shareholder to contact Boston Financial to keep the account active. d. Account records will be updated and the response detail will be provided at Pioneer's request on completion of the outreach services. -------- /1/ Boston Financial will continue to perform the Escheatment Services included within Master Agreement, and will apply the corresponding fees in Exhibit B to Master Agreement. 11 4. Optional Services a. Pioneer may, via written notice and subject to additional costs and agreement by Boston Financial, request additional Inactive Outreach and Legal Claimant Services as described in a and b below. b. Additional Inactive Outreach. Boston Financial will send a file to the UPA Subcontractor listing (i) Inactive Shareholder accounts, (ii) RPO accounts which were unresponsive to the two required SEC searches, and (iii) accounts reflecting outstanding checks. The UPA Subcontractor will conduct discretionary search and research to identify the shareholder as deceased. If beneficiary is located accounts will follow the UPA Subcontractor legal claimant process. The UPA Subcontractor will mail a confirmation letter for RPO accounts and outstanding checks to newly located address. Letter will instruct owners to contact Sub-Transfer Agent to update their account. c. Legal Claimant Services. Where shareholder is deceased, and a beneficiary is located, the UPA Subcontractor offers additional services to assist the beneficiary to legally claim the account ("Legal Claimant Services") using shareholder data provided by Boston Financial with Pioneer's consent. The UPA Subcontractor will undertake to enter into a separate agreement with each identified beneficiary ("Legal Claimant") for fees in consideration for the recovery process services. For Boston Financial's role in supplying the account information, UPA Subcontractor will pay a referral fee based upon each account recovered. As of the date of this Addendum, the Optional Services outlined in this section are not provided to Pioneer as part of the Boston Financial UPA Offering. 12 MASTER AGREEMENT THIS MASTER AGREEMENT (the "Master Agreement"), which is made effective as of January 1, 2012, is between and among Pioneer Investment Management Shareholder Services, Inc., a Massachusetts corporation, and a member of the UniCredit banking group, register of banking groups, with offices at 60 State Street, Boston, MA 02109 ("Pioneer"), Boston Financial Data Services, Inc., a Massachusetts corporation with offices at 2000 Crown Colony Drive, Quincy, MA 02169 ("Boston Financial") and those Affiliates of Boston Financial who have executed the various Schedules for Services. This Master Agreement incorporates all Schedules for Services as executed. WHEREAS, Boston Financial and certain of its Affiliates, as hereinafter defined, and Pioneer and its Affiliates, as hereinafter defined, hereby agree that Boston Financial or its Affiliates shall provide the Services (the "Services") and license various software products for use by Pioneer and its Affiliates (the "Licenses") with respect to the entities set forth on Exhibit A (the "Funds") to this Master Agreement, each as set forth in Schedules to this Master Agreement (the Services and Licenses, each a "Product" and together, the "Products") and that Pioneer or its Affiliates shall use Boston Financial's Products, as set forth in the Schedules to this Master Agreement. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Pioneer and Boston Financial hereby agree as follows: SECTION 1 - Definitions As used herein, the term: "Affiliates" shall mean any entity Controlling, under Common Control with or Controlled by Boston Financial or Pioneer; and all of the DST-related entities that have executed the various Schedules attached to this Master Agreement are Affiliates of Boston Financial; "Control" shall mean ownership of fifty percent (50%) or more of the outstanding voting shares of the affected entity; and "Master Agreement" shall mean this Agreement and shall include all the Exhibits and Schedules attached hereto or incorporated herein now or in the future; SECTION 2 - Provision and Utilization of Services. 2.01 Boston Financial and/or its Affiliates will provide the Products to Pioneer and/or its Affiliates in accordance with the Schedules. Each Service or License will be evidenced by a Schedule to this Master Agreement executed by Pioneer and Boston Financial or one of their Affiliates and is governed by the terms and conditions of this Master Agreement as well as those terms and conditions set forth in each applicable Schedule. In the event of a conflict between the terms and conditions set forth in this Master Agreement and those in a Schedule, those in the Schedule shall control unless this Master Agreement or a Schedule explicitly otherwise provides. During the term, Pioneer may add or delete one or more Products. In the case of Pioneer adding a Product, such Product shall be added by Pioneer and Boston Financial (or Pioneer and the affected Boston Financial Affiliate) negotiating a Schedule with respect to such Product, which Schedule shall be separately executed by Pioneer and Boston Financial (or Pioneer and the affected Boston Financial Affiliate). From and after the date of execution of such Schedule, such Schedule shall become a part hereof and the provision of and access to the applicable Product shall be governed by the terms hereof and thereof. If such Schedule shall be executed by an 13 Affiliate then that Affiliate shall be deemed to have executed this Master Agreement and to have accepted its terms in place of its affiliated entity solely with respect to the Product which is the subject of the affected Schedule. In the case of deletion of any Product or Products, such deletion shall be governed by the provisions of Section 9 hereof and the termination provisions contained in any Schedule, with the latter provisions controlling in the event of any discrepancy. 2.02 Initially, the Schedules attached to this Master Agreement shall consist of the following Schedules: . I: Sub-Transfer Agency Services . II: TA2000 Remote Services . III: AWD License, Consulting, and Maintenance and Support Services . IV: AWD Data Center Remote Services for AWD Hosting Services . V: FAN Mail Services - Mutual Funds . VI: FAN Services --Mutual Funds (FANWeb/Vision) . VII: PowerSelect Services . VIII: DST Customer Centers SECTION 3 - Facilities, Training and Technical Resources. 3.01 Boston Financial agrees to provide the necessary facilities, equipment, and personnel to perform its duties and obligations hereunder and under all Schedules. Availability of such facilities and equipment is subject to emergency maintenance precipitated by unscheduled events. If, for any reason, Boston Financial determines that Boston Financial's facilities or equipment will need to be made unavailable during otherwise scheduled on-line periods, Boston Financial shall use reasonable efforts to provide Pioneer with at least three (3) business days prior written notice thereof and shall utilize all commercially reasonable alternatives to avoid or minimize such unavailability and to schedule any such unavailability so as to minimize any adverse effect on Pioneer. 3.02 Boston Financial agrees to use reasonable efforts to provide requested training for Pioneer's personnel at Boston Financial's facility or at Pioneer's offices in connection with the Products. Except as may be provided in any Schedule, this training will be provided at Boston Financial's then current education rates. All reasonable travel and out-of-pocket expenses incurred by Boston Financial or Pioneer personnel in connection with and during training shall be borne by Pioneer; provided however, that Pioneer shall only be responsible for expenses incurred in accordance with either Pioneer's published travel policy in effect at the time that any given expense was incurred or in accordance with a Boston Financial travel policy which has been previously provided by Boston Financial to Pioneer and not objected to in writing or e-mail. SECTION 4 - Fees and Expenses. 4.01 Subject to the provisions in Section 4.04 hereof solely with respect to the specific charge then being disputed in good faith, Pioneer shall pay Boston Financial the fees, charges and expenses set forth in Exhibit B hereto and in each Schedule (the "Fees") and reflected in an invoice (the "Invoice") prepared by Boston Financial monthly and forwarded to the Pioneer Billing Contact Person (defined below). The Invoice shall bear a single invoice number but may be divided into categories and each category shall reference the Schedule to which it relates (by name or number) and shall otherwise contain sufficient detail to permit an identification of the charge and the Product to which the charge relates. 4.02 Pioneer shall also reimburse Boston Financial for all reasonable out-of-pocket expenses incurred by Boston Financial in the performance of this Master Agreement and each Schedule. 14 4.03 Amounts due under this Master Agreement and each Schedule shall be due and paid on or before the 30th calendar day after receipt of the Invoice by Pioneer (the "Due Date"). Pioneer's failure to pay any amount due on or before the Due Date will generate additional costs to Boston Financial such as carrying, processing and accounting costs. If Pioneer does not pay Invoices by the Due Date, Boston Financial may, after providing Pioneer five (5) days prior written notice, charge Pioneer, and Pioneer will pay, a one and one-half percent (1.5%) per month (prorated for a portion of a month) late payment charge on any balances still outstanding after the Due Date and such late notice. Late payment charges will not apply to amounts described in Section 4.04 (i) and (ii). All amounts mentioned in this Master Agreement are in U.S. Dollars. 4.04 Pioneer shall notify the Boston Financial Billing Contact Person (defined below), by fax or e-mail, on or before the Due Date: (i) if any portion of an Invoice lacks sufficient information, identifying which specific items in or lines of the Invoice require clarification, or (ii) with an advice identifying the specific charges for reimbursable expenses which Pioneer disputes in good faith. Payment of those amount(s) or portion(s) of an Invoice which are not being disputed in good faith shall be made in accordance with Section 4.01, while the portion(s) of such amount(s) which are being disputed in good faith shall be due at the earlier of (x) fifteen (15) days after a reasonable person would conclude sufficient information has been provided to support the charge or (y) on or before the close of the fifth (5th) business day after the day on which Boston Financial and Pioneer have resolved any dispute as to the charge, as applicable (but, in no event, earlier than the original Due Date). 4.05 Except where expressly stated otherwise in a Schedule or with respect to any specific charge which is actually being disputed in good faith under Section 4.04, amounts payable to Boston Financial are payable in full, in United States dollars, without deduction or offset, and are net of, and Pioneer will be responsible for and will pay, all taxes arising out of the transactions and relationships described in this Master Agreement and all the Schedules, including, but not limited to, state or local sales, use, service or excise, property and related taxes and duties, but exclusive of United States federal, state and local taxes based upon the Boston Financial's net income. Boston Financial will be responsible for all federal, state or local franchise or income taxes levied on the income of Boston Financial, and any property taxes on property owned or leased by Boston Financial and used to provide the Services. Pioneer shall not deduct from payments due Boston Financial any amounts paid or payable to third parties for duties or taxes, however designated, except any withholding taxes that Pioneer is obligated to withhold under applicable laws; provided, however, if such required withholding relates to taxes described as being the responsibility of Pioneer in the first sentence of this Section 4.05, Pioneer shall promptly reimburse Boston Financial for such amounts withheld. All taxes payable by Pioneer hereunder shall become due when billed by Boston Financial to Pioneer, or when assessed, levied or billed by the appropriate taxing authority, even though such billing shall occur subsequent to expiration or termination of this Master Agreement. Boston Financial shall identify on its invoices the amount and type of any taxes, if any, included on such invoice. 4.06 Boston Financial and Pioneer shall each appoint a billing contact person (the "Billing Contact Person") to whom questions respecting any Invoice or the payment thereof may be directed. 4.07 Boston Financial may increase the fees and charges applicable to a Schedule under this Agreement, which are set forth on Exhibit B to the Master Agreement, in the following circumstances: (a) for any Fund introduced by Pioneer (whether new or currently in existence) which Fund seeks to offer, utilize or require fund features that are, in any material way, inconsistent with the Funds currently being serviced under the Master Agreement; or (b) if changes in existing laws, rules or regulations materially increase the costs of performance hereunder and other fund complexes are generally charged therefore. In the event of Section (a) above, the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund feature(s). In the event of (b) above, fees may be increased by the amount 15 Boston Financial demonstrates, to the reasonable satisfaction of Pioneer, is necessary, but not more than such amount, to reimburse Boston Financial for Pioneer's portion of such increased performance costs. SECTION 5 - Representations and Warranties of Boston Financial. Boston Financial, or the Affiliate executing a Schedule hereunder, represents and warrants to Pioneer as follows: 5.01 It is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; 5.02 It is empowered under applicable laws and by its charter and bylaws to enter into and perform the Services and grant the Licenses contemplated in this Master Agreement and its Schedules; 5.03 All requisite corporate proceedings have been taken and all necessary registrations filed and approved to authorize it to enter into and perform the Services and grant the Licenses contemplated by this Master Agreement, and this Master Agreement and each Schedule thereto has been, or will be, duly executed and delivered by it and constitutes, or will constitute when executed and delivered, a legal, valid and binding obligation of its, enforceable in accordance with its terms; 5.04 It has and will continue to have and maintain the facilities, equipment, licenses, and personnel necessary to perform its duties and obligations under this Master Agreement and any Schedule; 5.05 Each Schedule may contain additional agreed upon warranties respecting the relevant Product provided; 5.06 It either owns or has the right to license each Licensed System it provides to Pioneer under this Master Agreement. 5.07 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR IN ANY SCHEDULE TO THE CONTRARY, THE FOREGOING WARRANTIES IN THIS SECTION 5 AND ANY WARRANTIES EXPRESSLY PROVIDED IN THE APPLICABLE SCHEDULES ARE THE ONLY WARRANTIES MADE IN, UNDER OR PURSUANT TO THIS MASTER AGREEMENT AND ALL APPLICABLE SCHEDULES. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, ARE HEREBY DISCLAIMED. SECTION 6 - Representations And Warranties Of Customer. Pioneer represents and warrants to Boston Financial as follows: 6.01 Pioneer is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; 6.02 Pioneer is empowered under applicable laws and regulations and by its charter and bylaws to enter into and perform Pioneer's obligations and duties under this Master Agreement and its Schedules; 16 6.03 All requisite corporate proceedings have been taken and all necessary registrations filed and approved to authorize Pioneer to enter into and perform this Master Agreement and its Schedules and to utilize Boston Financial's Products as contemplated in this Master Agreement, and this Master Agreement and each Schedule thereto has been, or will be, duly executed and delivered by Pioneer and constitutes, or will constitute when executed and delivered, a legal, valid and binding obligation of Pioneer, enforceable in accordance with its terms; and 6.04 That, to the extent that any Licensed Software utilizes third party software or Pioneer installs such Licensed Software on equipment not provided to Pioneer by Boston Financial or its Affiliates and provided Boston Financial shall have advised Pioneer of any such third party software required prior to the later of installing such Licensed Software or the execution of the applicable Schedule, Pioneer shall have obtained, at Pioneer's own expense, a license or the right to use any such third party software which is included in or required to operate the Licensed Software. SECTION 7 - Indemnification, Liability Limitations And Force Majeure. 7.01 By Boston Financial: (a) Boston Financial or the Affiliate executing a schedule hereunder shall indemnify, defend and hold harmless Pioneer, its Affiliates, and their respective trustees, directors, officers, employees and agents (collectively, the "Customer Indemnitees") from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses, and liabilities including, without limitation, expenses and reasonable counsel fees incurred in enforcing this right of indemnification (each individually an "Adverse Consequence" and collectively the "Adverse Consequences"), and Boston Financial will at its own expense defend any action brought against any Pioneer Indemnitee to the extent such action is based upon, any claim that any part of a Product used by Pioneer as permitted by this Master Agreement and the Schedule applicable thereto infringes any United States patent, copyright, trademark, service mark, or any trade secret or other proprietary right of a third party (an "Infringement"); provided that Boston Financial is promptly notified in writing of any such claim; and provided further that Boston Financial or its Affiliates, as applicable, shall have the exclusive right to control the defense of any such action. Further, in the event of any such claim, litigation or threat thereof, Boston Financial may, in its sole and absolute discretion, either: (i) Procure for Pioneer a right to continue to use such Product; or (ii) Replace or modify such Product to make it non-infringing without materially affecting the functionality and performance of such Product; or (iii) Terminate the applicable Schedule, or in the alternative, Boston Financial or its Affiliate, as applicable, may only partially terminate this Schedule solely with respect to the allegedly infringing functionality if that infringing portion (the "Non-Critical Functionality") can be separated from the Product without materially affecting the functions and Services of the Product available to Pioneer. In the event of termination of a Schedule pursuant to Section 7.01(a)(iii), Boston Financial or its Affiliate, as applicable, shall refund to Pioneer all pre-paid Fees paid hereunder with respect to such Product , or portion thereof, if any, less a reasonable amount attributable to Pioneer's use of the Product prior to termination of such Schedule. In addition, if the termination is only with respect to Non-Critical Functionality, and not with respect to the Schedule as a whole, Boston Financial or its Affiliate, as applicable, will cease charging Pioneer any additional fee applicable to such discontinued Non-Critical Functionality. The discontinuation of an item of Non-Critical 17 Functionality by Boston Financial or its Affiliates shall not be deemed a material breach of the Master Agreement or its Schedules. Boston Financial has and shall have no liability or obligation to indemnify any Pioneer Indemnitee for any claim or Adverse Consequence to the extent based upon a modification of the Product by anyone other than someone employed by or acting under the direction of Boston Financial or its Affiliates, use of a Product other than in accordance with this Master Agreement or its Schedules or use of such Product in combination with other software other than as authorized by Boston Financial or its Affiliates, hardware or services not provided by or at the direction of Boston Financial or its Affiliates if infringement could have been avoided by not using such Product in combination with such other software, hardware or services. This Section 7.01(a) states Boston Financial and it Affiliate's entire liability and obligation with respect to curing an Infringement. (b) Boston Financial, or the Affiliate executing the Schedule under which the claim arises, shall indemnify, defend and hold harmless the Pioneer Indemnitees from and against any and all Adverse Consequences, to the extent arising out of or attributable to Boston Financial or such Affiliate's negligence, bad faith, or willful misconduct in the performance of the Services or provision of the Licenses hereunder. (c) Notwithstanding anything in this Master Agreement or its Schedules to the contrary, the aggregate liability of Boston Financial, or the Affiliate executing a Schedule hereunder, during any Term with respect to, arising from or arising in connection with this Master Agreement, or from all services provided or omitted to be provided under this Master Agreement shall be limited to the aggregate amount specified with respect thereto in the applicable Schedule under which such claim arises. If no limitation upon Boston Financial or its Affiliate's maximum aggregate liability shall be specified in a Schedule, then the maximum aggregate liability of Boston Financial or its Affiliate under this Master Agreement and its Schedules during any Term thereof shall be the amount actually received by Boston Financial from Pioneer as fees and charges for the Services or Licenses provided under such Schedule during the nine (9) calendar months preceding the event giving rise to the claim against Boston Financial or its Affiliate that is then at issue, exclusive of reimbursements by Pioneer to Boston Financial for reimbursable expenses. 7.02 Pioneer shall indemnify, defend and hold Boston Financial and its Affiliates harmless from and against, any and all Adverse Consequences to the extent arising out of or attributable to: (a) All actions of Boston Financial or its Affiliates required to be taken pursuant to this Master Agreement or its Schedules provided that Boston Financial and such Affiliates have acted in good faith, without negligence or willful misconduct. (b) Any violations by Pioneer of federal, state or local laws or regulations, which impact Boston Financial or its Affiliates in connection with the Services, Products or Licenses provided hereunder, and/or Pioneer's failure to use and employ the Products provided hereunder in accordance with control and other procedures set forth in the training, training materials and/or reference manuals made available to Pioneer; (c) Pioneer's willful refusal or failure to comply with the terms of this Master Agreement or any Schedule, or which arise out of Pioneer's willful misconduct or which arise out of the breach of any representation or warranty of Pioneer hereunder; (d) Pioneer's errors and mistakes in the use of the Products; 18 (e) The reliance by Boston Financial or its Affiliates on or use of information, data, records and documents supplied by, or the carrying out of any instructions or requests of, Pioneer, any custodian or any other officers, directors, employees, representatives or agents of Pioneer ("Representatives") shown on Exhibit C. The foregoing shall apply to any such written, faxed or imaged or qualifying oral instructions. Instructions qualify if they are given over a recorded line or confirmed thereafter by delivery to Pioneer of a Boston Financial written summary of the conversation; and (f)(i) Any inaccurate dates in or date formats other than an eight digit, full century format in data provided by Pioneer, its agents, Pioneers or other persons with whom Pioneer is doing business ("Pioneer Date Errors") or (ii) inability of Boston Financial or any third party to manipulate or process Pioneer Date Errors. 7.03 At any time, Boston Financial may apply to a person indicated on Pioneer's "Schedule of Authorized Personnel", attached hereto as Exhibit C, as a person authorized to give instructions under this section with respect to any matter arising in connection with this Master Agreement or any Schedule. Exhibit C may be amended by the Parties to each Schedule and grant additional or different authorization to other Pioneer personnel for Products under that Schedule only. Notwithstanding anything contained herein to the contrary, Boston Financial may, without any liability or obligation, refuse any instruction or request from any officer, director, employee or other person who is not a Pioneer Authorized Person (defined below). Additionally, Pioneer shall be responsible and liable for any and all Adverse Consequences, which may be asserted against Boston Financial or for which it may be liable associated with any delay in Boston Financial's carrying out of any instruction or request of Pioneer while waiting for confirmation of any such instruction or request from a Pioneer Authorized Person. For purposes of the above, a Pioneer Authorized Person is a Person who is listed on Pioneer's "Schedule of Authorized Personnel." Pioneer shall immediately provide Boston Financial with written notice of any change of authority of persons authorized and enumerated in Exhibit C to provide Boston Financial with instructions or directions relating to services to be performed by Boston Financial under this Master Agreement. 7.04 IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL ANY PARTY UNDER THIS MASTER AGREEMENT OR ANY SCHEDULE HERETO BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR FOR EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES EVEN IF ADVISED OF THE POSSIBILITY THEREOF. 7.05 Promptly after the receipt by any party (the "Indemnitee") of notice of any claim, determination, suit or cause of action with respect to which any other party is obligated to provide indemnification (the "Indemnifying Party") pursuant to Section 7 hereof, the Indemnitee shall give the Indemnifying Party written notice thereof and the Indemnifying Party shall be entitled to assume control of the defense and the negotiations, if any, regarding settlement of this matter. If the Indemnifying Party assumes such control, the Indemnitee shall be entitled to participate in the defense and negotiations of such matter at its own expense. The parties agree to cooperate in such negotiations, defense or settlement and to give each other full access to any information relevant thereto. Except as otherwise provided herein, the Indemnitee shall not enter into any settlement of such matter without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed, and the Indemnifying Party shall not be obligated to indemnify the Indemnitee for any settlement entered into without the written consent of the Indemnifying Party. If the consent of the Indemnitee is required to effectuate any settlement and the Indemnitee refuses to consent to any settlement negotiated by the Indemnifying Party, then the liability of the Indemnifying Party for losses arising out of or due to such matter shall be limited to the amount of the rejected proposed settlement. 19 7.06 Neither Pioneer nor Boston Financial shall be in default by reason of any failure in performance of this Master Agreement or its Schedules in accordance with its terms (other than a required payment of money) if such a failure arises out of causes beyond the control and without the fault or negligence of such party. Such causes may include, but are not restricted to, acts of God or of a public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, terrorist acts, quarantine restrictions, strikes, work stoppages, freight embargoes, failures or shortages of equipment (provided such equipment has been reasonably maintained) not owned or otherwise provided by Boston Financial or its Affiliates, utilities or communications, and unusually severe weather, but in every case the failure to perform must be beyond the reasonable control of and without fault or negligence by the party failing to perform (a "Force Majeure Condition" or the "Force Majeure Conditions"). SECTION 8 - Termination of Master Agreement. 8.01 Except as otherwise provided herein, this Master Agreement and its Schedules shall be effective upon execution by both parties and shall remain in full force and effect through the close of business on December 31, 2016. Unless terminated as of the end of any term by either Party on not less than six (6) month's written notice to the other Party, this Master Agreement shall automatically extend for additional, successive three (3) year terms upon the expiration of any term hereof (i) at the fees set forth in any mutually agreed upon new schedule of fees or, in the absence of such Schedule, (ii) at the fees in existence at the expiration of the expiring term, increased by the lesser of the percentage increase in the CPI-U/2/ during the immediately preceding twelve (12) months or five percent (5%) as of each anniversary in the new Term. Each additional three (3) year term shall be an additional term of this Schedule. 8.02 In the event that this Master Agreement is terminated for other than Pioneer's default, Boston Financial agrees that: (i) subject to compliance with this Master Agreement and the Schedules hereto, Pioneer may extend this Master Agreement and such Schedules from the scheduled date of termination on no less than six (6) months prior written notice to Boston Financial for a period of up to twelve (12) months (any such extended period to be hereinafter referred to as the "Extension Period") at no additional charge but at the then current fees plus any regularly scheduled increases; and (ii) in order to provide for uninterrupted service to Pioneer, Boston Financial and/or its Affiliates, at Pioneer's request, shall offer reasonable assistance to Pioneer in connection with the conversion of the records of Pioneer from the TA2000 System to whatever service or system is selected by Pioneer (the "Deconversion") (subject to the recompense of Boston Financial or such Affiliate for such assistance at its standard rates and fees in effect at the time). As used herein "reasonable assistance" and "transitional assistance" shall not include requiring Boston Financial or its Affiliates (i) to assist any new service or system provider (the "New Agent") to modify, to alter, to enhance, or to improve the New Agent's system, or to provide any new functionality to the New Agent's system, (ii) to disclose any Confidential Information as defined in Section 11, or (iii) to develop Deconversion software, to modify any Software of Boston Financial or its Affiliates, or to otherwise alter the format of the data as maintained on TA2000. 8.03 Each Schedule shall remain in full force and effect in accordance with the terms set forth in such Schedule or, if no term is specified in a Schedule, then the Term applicable to such Schedule shall be co-terminus with the Term of this Master Agreement, unless terminated under Section 9.04 of this Master Agreement. -------- /2/ "CPI-U" shall mean the Consumer Price Index for all Urban Consumers ("CPI-U") in the Kansas City, Missouri-Kansas Standard Metropolitan Statistical Area, All Items, Base 1982-1984 = 100 (or any successor Index), as last reported by the U.S. Bureau of Labor Statistics. In the event that this Agreement was not signed as of the first day of the month, the fees and charges increase shall be effective as of the first day of the month immediately following the month during which the anniversary occurred. 20 8.04(a) If any of the parties hereto shall materially breach any Schedule or be materially in default in the performance of any of its duties and obligations under any Schedule (the "Defaulting Party"), the other party (the "Non-Defaulting Party") may give written notice thereof to the Defaulting Party and if such default or breach shall not have been remedied within sixty (60) days after such written notice is given, or, if not capable of remedy within sixty (60) days, a good faith effort is not promptly commenced and thereafter diligently pursued in an appropriate manner, then the Non-Defaulting Party may terminate the affected Schedule(s) as between the Non-Defaulting Party and the Defaulting Party by giving, within ninety (90) days of the date on which such right of termination first commenced, one hundred and twenty (120) days written notice of such termination (the "Termination Notice") to the defaulting party. Except as is otherwise provided in Section 8.01 of this Master Agreement and hereinafter in Subsection (b), the termination of one Schedule by reason of a material breach of the terms of such Schedule shall not affect this Master Agreement or any other Schedule unless the breached Schedule so provides. (b) Each party, in addition to any other rights and remedies, shall have the right to terminate this Master Agreement and all Schedules forthwith upon the occurrence at any time of any of the bankruptcy of the other party or its assigns or the appointment of a receiver for the other party or its assigns. 8.05 Termination of this Master Agreement or any Schedule by one party as a result of default or breach by the other party shall not constitute a waiver of (i) any other rights of either party under this Master Agreement or any Schedule or of (ii) rights of Boston Financial to recover payment for Products prior to such termination or to be reimbursed for out-of-pocket expenditures and conversion expenses as per this Master Agreement and the Schedules. 8.06(a) In the event of termination, Pioneer will promptly pay Boston Financial all amounts due Boston Financial and its Affiliates under this Master Agreement and the Schedules hereto that are then in effect. In addition, if this Master Agreement is terminated by Pioneer for any reason other than the material default under or material breach of this Master Agreement or the Schedules hereto by Boston Financial or its Affiliates, Pioneer shall pay to Boston Financial a termination fee (the "Termination Fee") consisting of: (1) The amount equal to the average monthly fees paid by Pioneer to Boston Financial and its Affiliates under this Master Agreement and its Schedules multiplied by the number of months remaining in the Initial or any subsequent Term and calculated as set forth on the then current Fee Schedule, on the date notice of termination was given to Boston Financial; plus (2) The aggregate of the discounts received by Pioneer on fees which would, other than for such discounts, have been due and owing by Pioneer during the affected term of this Master Agreement (the "Discount Recapture") already received during the then current term (all further discounts due under the applicable fee schedule to cease and be of no further force and effect upon the receipt of the notice of termination). (b) No Termination Fee will be due with respect to (a) termination at the expiration of the Initial Term, or (b) termination at the regularly scheduled expiration of any subsequent Term. (c) In any event, the effective date of any Deconversion as a result of termination hereof shall not occur during the period from December 15th through March 1st of any year to avoid adversely impacting year end. 21 8.07 Within thirty (30) days after completion of the Deconversion, Pioneer will give notice to Boston Financial containing reasonable instructions regarding the disposition of tapes, data, files and other property belonging to Pioneer and then in Boston Financial's possession and payment for the reasonable costs of Boston Financial and its Affiliate to comply with such notice. If Pioneer fails to give that notice within thirty (30) days after termination of this Schedule, then Boston Financial may dispose of such property as it deems appropriate. The reasonable costs of any such disposition or of the continued storage of such tapes, data files and other properties shall be billed to, and within thirty (30) days of receipt of such invoice paid by, Pioneer. Failure to pay such sums when due shall incur a late charge in accordance with Section 4.03 of this Master Agreement. SECTION 9 - Confidentiality; Non-Disclosure. 9.01 Pioneer acknowledges and agrees that the terms and conditions of this Master Agreement and Schedules, and any other information obtained by Pioneer from Boston Financial or its Affiliates concerning the use of the Products or the software, applications, equipment configurations, customers and business of Boston Financial or its Affiliates (including but not limited to ideas, concepts, designs, drawings, specifications, techniques, algorithms, models, data, source code, object code, data, screen and file formats, interfaces and interface protocols and packages, documentation, diagrams, flow charts, processes, procedures, "know-how," marketing techniques, materials and development plans, customer names and other information related to customers of Boston Financial or its Affiliates, in whatever form or media) (the "Boston Financial Confidential Information") is confidential and proprietary to Boston Financial and Pioneer hereby agrees (i) to use the Boston Financial Confidential Information only as permitted by this Master Agreement and the Schedules, (ii) to maintain the confidentiality of the Boston Financial Confidential Information, and (iii) not to disclose the Boston Financial Confidential Information, or any part thereof, to any other person, firm or corporation. Pioneer acknowledges that disclosure of the Boston Financial Confidential Information may give rise to an irreparable injury to Boston Financial inadequately compensable in damages. Accordingly, Boston Financial may seek (without the posting of any bond or other security) injunctive relief against the breach of the foregoing undertaking of confidentiality and nondisclosure, in addition to any other legal remedies that may be available. Information regarding the software and systems may be provided to Pioneer's outside auditors and attorneys to the extent required by their respective functions. Pioneer may also disclose Boston Financial Confidential Information (i) to the extent required by law, (ii) in response to any request from a governmental or regulatory authority and (iii) to Pioneer's consultants who have been retained to perform work for hire in connection with Pioneer's use of the Boston Financial software and systems, provided that such consultants and/or their affiliates are not direct competitors of Boston Financial or its Affiliates and that all such consultants having access to Boston Financial Confidential Information will execute a non-disclosure agreement in a form reasonably acceptable to Boston Financial. 9.02 Boston Financial acknowledges and agrees that the information obtained by Boston Financial concerning the software, software applications, equipment configurations, and the customers and business of Pioneer (including but not limited to ideas, concepts, designs, drawings, specifications, techniques, algorithms, models, data, source code, object code, documentation, diagrams, flow charts, processes, procedures, "know-how," marketing techniques, materials and development plans, customer names and other information related to customers, in whatever form or media) (the "Pioneer Confidential Information") is confidential and proprietary to Pioneer and Boston Financial hereby agrees to use Pioneer Confidential Information only as permitted by this Master Agreement and Schedules, to maintain the confidentiality of Pioneer Confidential Information and not to disclose Pioneer Confidential Information, or any part thereof, to any other unaffiliated person, firm or corporation. Boston Financial acknowledges that disclosure of Pioneer Confidential Information may give rise to an irreparable injury to Pioneer inadequately compensable in damages. Accordingly, Pioneer may seek (without the posting of any bond or other security) injunctive relief against the breach of the foregoing undertaking of confidentiality and nondisclosure, in addition to any other legal remedies which may be available. 22 9.03 The obligations of confidentiality and nondisclosure of each of Boston Financial and Pioneer set forth in this Section 9 shall not apply to such portions of the Confidential Information of the other which (i) are or become generally available to the public other than as a result of a disclosure by the receiving party or its employees, representatives or agents; or (ii) become available to the receiving party on a non-confidential basis from a third party which is entitled to disclose it; or (iii) was known to the receiving party on a non-confidential basis prior to its disclosure to the receiving party by the other party; or was independently developed by the receiving party without any reference to or use of the Confidential Information of the disclosing party; provided, however, that the party asserting the existence of one of the foregoing exceptions in this Section 9.03 shall bear the burden of proving such existence. 9.4 For purposes of this Agreement, "Customer Information" means all the customer identifying data however collected or received, including without limitation, through "cookies" or non-electronic means pertaining to or identifiable to the shareholders of the Pioneer Funds, prospective shareholders and plan administrators (collectively, "Fund Customers"), including without limitation, (i) name, address, email address, passwords, account numbers, personal financial information, personal preferences, demographic data, marketing data, data about securities transactions, credit data or any other identification data; (ii) any information that reflects the use of or interactions with a Pioneer service, including Pioneer's web site; or (iii) any data otherwise submitted in the process of registering for a Pioneer service. For the avoidance of doubt, Customer Information shall include all "nonpublic personal information," as defined under the Gramm-Leach-Bliley Act of 1999 (Public Law 106-102, 113 Stat. 1138) ("GLB Act") and all "personal information" as defined in the Massachusetts Standards for the Protection of Personal Information, 201 CMR 17.00, et seq., ("Mass Privacy Act"). 9.5 Boston Financial will use the Confidential Information, including Customer Information, only in compliance with (i) the provisions of this Master Agreement and its Schedules, and (ii) federal and state privacy laws, including the GLB Act and the Mass Privacy Act, as such applicable. 9.6 In the event that any requests or demands are made for the inspection of the records of Pioneer, Boston Financial will use reasonable efforts to notify Pioneer (except where prohibited by law) and to secure instructions from an authorized officer of Pioneer as to such inspection. Boston Financial expressly reserves the right, however, to exhibit Pioneer's records to any person whenever it is advised by counsel that it may be held liable for the failure to exhibit the records to such person. In the event that Boston Financial is requested or authorized by Pioneer, or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination or inspection of Pioneer by state or federal regulatory agencies, to produce such records of Pioneer or Boston Financial's personnel as witnesses, Pioneer agrees to pay Boston Financial for Boston Financial's time and expenses, as well as the fees and expenses of Boston Financial's counsel, incurred in responding to any such request, demand, subpoena, order, investigation, or other legal process, provided that such request, demand, subpoena, order, investigation or other legal process directly relates to data, information or records held or maintained by Boston Financial with respect to Pioneer and the Funds. 9.7 Boston Financial and its Affiliates have implemented and maintain at each service location physical and information security and data protection safeguards against the destruction, loss, theft, unauthorized access, unauthorized use, or alteration of Pioneer's Confidential Information, including Customer Information, in the possession of Boston Financial that will be no less rigorous than those in place at the effective date of this Agreement, and from time to time enhanced in accordance with changes in regulatory requirements. Boston Financial will, at a minimum, update its policies to remain compliant with applicable regulatory requirements, including those under the GLB Act and the Mass Privacy Act. Boston Financial will meet with Pioneer, at its request, on an annual basis to discuss information security safeguards. If Boston Financial or its agents discover or are notified that someone 23 has violated security relating to Pioneer's Confidential Information, including Customer Information, Boston Financial will promptly (a) notify Pioneer of such violation, and (b) if the applicable Confidential Information was in the possession or under the control of Boston Financial, its Affiliates or their respective agents at the time of such violation, Boston Financial will promptly (i) investigate, contain and address the violation, and (ii) advise Pioneer as to the steps being taken that are reasonably designed to prevent future similar violations. 9.8 All of the undertakings and obligations relating to confidentiality and nondisclosure, whether contained in this Section or elsewhere in this Master Agreement or a Schedule shall survive the termination or expiration of this Master Agreement for a period of ten (10) years; provided that, to the extent Confidential Information includes information that is also a Trade Secret as defined by the Uniform Trade Secrets Act, the obligation to protect such Trade Secrets as defined by the Uniform Trade Secrets Act, the obligation to protect such Trade Secrets shall survive the termination of this Agreement and shall remain for so long as such Confidential Information constitutes a Trade Secret, as defined by the Uniform Trade Secrets Act. SECTION 10 - Changes, Modifications and Ownership. 10.01 During the term of this Master Agreement, Boston Financial will make available for Pioneer's use modifications and improvements to Boston Financial Products utilized by Pioneer. No charges will be assessed therefore unless a specific charge is made for such modifications and improvements in the standard pricing schedules of Boston Financial and its Affiliates, and is charged generally to other existing clients using the modified or improved system, in which event such charges shall be based on number of accounts or some other equitable measure allocating charges in accordance with number or users or amount of usage. 10.02 In the event that changes in existing laws, rules or regulations or industry practices require substantial system revisions or modifications, Boston Financial may charge Pioneer for Pioneer's pro rata share (based on number of accounts or other equitable measure based on the Service revised or modified) of the cost of the system revisions or modifications necessitated by such changed regulatory requirements or industry practices or for increases in the cost of operating the affected Boston Financial system as a result thereof, provided other Boston Financial clients using such system are generally charged therefore. 10.03 Boston Financial shall have the right, at any time, and from time to time, to alter and modify Products provided by Boston Financial to Pioneer, provided that Boston Financial shall use reasonable efforts to minimize any disruptions or adverse effects upon Pioneer's ability to use the affected Boston Financial Product. Boston Financial will provide Pioneer ninety (90) days written or electronic notice (which shall include any notices posted on the Boston Financial or its Affiliates' Customer Centers) of any Product alterations or modifications which Boston Financial believes may materially, adversely affect Pioneer's operations and procedures or current Product features, functionality or performance. Notwithstanding the foregoing, Boston Financial shall remain responsible to assure that such altered or modified Products still continue to perform in accordance with any Service Levels applicable under the Schedules. 10.04 All enhancements, improvements, modifications, developments, new functionality or new features added to or installed in any Boston Financial Product ("Improvements"), whether licensed or provided as a Service under this Master Agreement and any Schedule and regardless of who paid for such Improvement, shall be and remain proprietary to and the exclusive property of Boston Financial and/or its Affiliates. Customer Confidential Information remains proprietary to and the exclusive property of Pioneer. Pioneer grants Boston Financial a perpetual, nonexclusive license to incorporate and retain in Improvements and Developments Pioneer business requirements based on Pioneer Confidential 24 Information, but only to the extent such business requirements as incorporated do not refer to Pioneer by name or otherwise identify or enable others to identify Pioneer. SECTION 11 - Covenants. 11.01 In the event that a system, which is operated by Boston Financial or an Affiliate, that is accessed remotely by Pioneer fails to function properly by reason of the failure of Boston Financial or its Affiliate to act in good faith, with due diligence and reasonable care and, as a consequence, causes an error or mistake in any record, report, data, information or output provided by Boston Financial or its Affiliate, Boston Financial or its Affiliate, as applicable, shall promptly correct and reprocess such records, at the expense of Boston Financial or its Affiliate; provided, Pioneer shall have promptly and timely notified Boston Financial in writing of such error or mistake, and, further provided, that Pioneer shall have the obligation of maintaining in an uncorrupted condition and having available backup copies of all data and information that Pioneer transmits to Boston Financial or its Affiliate (the "Data"). Neither Boston Financial nor its Affiliates shall have any obligation to reconstruct or recompile Data not preserved by Pioneer through backup procedures and Boston Financial and its Affiliates will not be responsible or liable for the loss of any data or information that Boston Financial or such Affiliate receives in an invalid, incorrect or otherwise corrupt condition or which is improperly formatted or not in proper form in accordance with the reference manuals provided by Boston Financial or its Affiliate, as applicable, to Pioneer or the materials posted on the appropriate Customer Center or website or as provided in Section 11.02 hereof. Pioneer accepts sole responsibility for all Data and the accuracy and adequacy of all Data, excluding any changes to such Data made by Boston Financial or its Affiliates. 11.02 Pioneer acknowledges that the communication circuits necessary to enable Pioneer to utilize a system or service of Boston Financial or its Affiliates on a remote basis and to interface with the Facilities of Boston Financial or its Affiliates are to be provided by a third party vendor and that such vendors traditionally assume little or no liability for problems with such communication circuits and any Adverse Consequences arising out of a failure thereof. Boston Financial and its Affiliates shall utilize communications network control and monitoring capabilities to assist Pioneer with the identification and resolution of any problems which appear to be related to communications circuits, but neither Boston Financial nor its Affiliates shall be responsible and or have any liability for inadequacies or failures to perform related to or arising out of such communications circuits prior to their entry into the Facilities of Boston Financial or its Affiliates. The costs of the communication circuits required or used to utilize the systems and Facilities of Boston Financial or its Affiliates remotely shall be billed to Pioneer by Boston Financial as a reimbursable expense. 11.03 Pioneer shall not use any Product provided to it by Boston Financial or its Affiliates in any way that is in violation of or will result in the violation of any law, rule or regulation that is applicable to it, or which it knows or has reasonable grounds to know will cause it or Boston Financial or Boston Financial's Affiliates to violate a law, rule or regulation applicable to them. 11.04 Throughout the Term, Boston Financial and its Affiliates shall comply with Exhibit D (Information Protection Program), which is made a part of this Master Agreement and its Schedules. The policies and procedures specified in Exhibit D are subject to change at any time provided that the protections afforded thereby will not be diminished in comparison with those provided by Boston Financial and its Affiliates to Pioneer prior to the execution of this Master Agreement and its Schedules. Boston Financial and its Affiliates will be reasonably available to meet with and provide reasonable assurances to Pioneer concerning its data security procedures. SECTION 12 - Miscellaneous. 25 12.01 Boston Financial will furnish to Pioneer, on a semi-annual basis, a report in accordance with Statements on Standards for Attestation Engagements No. 16 (the "SSAE Report") as well as such other reports and information relating to Boston Financial's policies and procedures and its compliance with such policies and procedures and with the laws applicable to its business and its services, as the parties may mutually agree upon. 12.02 Boston Financial will maintain a comprehensive business continuity plan and will provide an executive summary of such plan upon reasonable request of Pioneer. Boston Financial will test the adequacy of its business continuity plan at least annually and upon request, Pioneer may participate in such test. Upon request by Pioneer, Boston Financial will provide Pioneer with a letter assessing the most recent business continuity test results. In the event of a business disruption that materially impacts Boston Financial's provision of the Products under this Master Agreement or Schedules, Boston Financial will promptly notify Pioneer of the disruption and the steps being implemented under the business continuity plan. 12.03 During the term of this Master Agreement, authorized representatives of Pioneer may conduct periodic site visits of Boston Financial's facilities and inspect Boston Financial's records and procedures solely as they pertain to Boston Financial's Products provided to Pioneer under or pursuant to this Master Agreement or its Schedules. Such inspections shall be conducted at Pioneer's expense (which shall include costs related to providing materials, copying, faxing, retrieving stored materials, and similar expenses) and shall occur during Boston Financial's regular business hours and, except as otherwise agreed to by the parties, no more frequently than twice a year. In connection with such site visit and/or inspection, Pioneer shall not attempt to access, nor will it review, the records of any other clients of Boston Financial and Pioneer shall conduct the visit/inspection in a manner that will not interfere with Boston Financial's normal and customary conduct of its business activities, including the provision of services to Pioneer and to other clients. Boston Financial shall have the right to immediately require the removal of any Pioneer representatives from its premises in the event that their actions, in the reasonable opinion of Boston Financial, jeopardize the information security of its systems and/or other client data or otherwise are disruptive to the business of Boston Financial. Boston Financial may require any persons seeking access to its facilities to provide reasonable evidence of their authority. Boston Financial may also reasonably require any of Pioneer's representatives to execute a confidentiality agreement before granting such individuals access to its facilities. Boston Financial will also provide reasonable access to Pioneer's governmental regulators, at Pioneer's expense, solely to (i) Pioneer's records held by Boston Financial and (ii) the procedures of Boston Financial directly related to its provision of the Products to Pioneer under the Master Agreement or its Schedules. 12.04 During the term of this Master Agreement, and for a twelve (12) month period thereafter, Boston Financial and Pioneer each agrees that it will not solicit for employment directly or indirectly any employee of the other without the consent of the other, which consent will not be unreasonably withheld. 12.05 It is understood and agreed that all Services performed hereunder by Boston Financial shall be as an independent contractor and not as an employee of Pioneer. This Master Agreement and each Schedule is solely between Pioneer and Boston Financial or the Affiliate that has executed such Schedule. There are no third party beneficiaries under this Master Agreement or any Schedule. 12.06 All notices will be in writing and deemed given when delivered personally, sent by courier or U.S. mail with confirmed receipt. All notices must be addressed as set forth below or at another address designated in writing by an authorized representative of the party pursuant to this provision. Pioneer: Pioneer Investment Management Shareholder Services, Inc. 60 State Street Boston, MA 02109
26 Attention: Legal Department Boston Financial: Boston Financial Data Services, Inc. 2000 Crown Colony Drive Quincy, MA 02169 Attention: Legal Department
27 With a copy to: DST Systems, Inc. 333 West 11th Street, 5th Floor Kansas City, Missouri 64105 Attention: Legal Department
12.07 If any provision of this Master Agreement or Schedule is determined by a court of competent jurisdiction to be unenforceable as written but would be enforceable if limited, it will be deemed to be so limited so as to be enforceable to the fullest extent permitted by law, and all of the other provisions of the Master Agreement or Schedule will remain in full force and effect. To the extent that any provision herein is inconsistent with or in violation of any applicable law, court decision, rule, regulation or otherwise, that provision shall be deemed modified so as to comply with such law, rule or regulation, and shall not otherwise affect any other provisions of this Master Agreement. Any provision of this Master Agreement that is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining provisions of this Master Agreement or affecting the validity or enforceability of that term or any of the provisions of this Master Agreement in any other jurisdiction. 12.08 The Schedules and all attachments thereto are incorporated into and a part of this Master Agreement. All Schedules are in addition to the terms of this Master Agreement. Except as otherwise explicitly otherwise provided in a section or subsection of this Master Agreement, in the event of a conflict between the provisions of a Schedule and those of this Master Agreement, the conflicting provisions of the Schedule shall control and take precedence over the conflicting provision of this Master Agreement, but only for the purpose and to the extent of such specific Schedule. Except for such conflicting provisions of a Schedule, the terms and conditions of this Master Agreement shall not be deemed amended, waived or released. This Master Agreement and Schedules represent the entire understanding between the parties with respect to the subject matter hereof and terminates and supersedes any prior agreements or understandings, oral or written. Any modification of this Master Agreement or any Schedule is valid only when in writing and executed by both parties. 12.09 Either party's failure to insist upon strict compliance with any of the provisions of this Master Agreement or Schedule shall not be deemed as a waiver of the requirement to perform any obligation or requirement in the future and shall not be construed as a waiver of any other rights or privileges. 12.10 Subject headings are for reference purposes only and shall not in any way control the meaning or interpretation of this Master Agreement. 12.11 This Master Agreement and accompanying Schedules are binding upon and will inure to the benefit of the parties and to their successors and permitted assigns. Neither the Master Agreement nor any Schedules may be assigned by either party without the prior written consent of the other, except that either party may make an assignment to its parent, affiliates, and subsidiaries upon prior written notice to the other party. Boston Financial may, without consent of Pioneer, subcontract or delegate certain of its obligations hereunder to its Affiliates. Boston Financial and its Affiliates shall not engage a Material Subcontractor, as defined below, without obtaining Pioneer's prior written consent, which consent will not be unreasonably withheld. The term Material Subcontractor shall mean a non-affiliated person or entity on which Boston Financial or its Affiliates rely to perform a material portion of the Services and who, as a part of performing its obligations, will be provided Pioneer Customer Information. For clarification, the requirement of prior consent by Pioneer will not apply to (i) an Affiliate of Boston Financial, or (ii) equipment providers or software providers or similar third party vendors whom Boston Financial or its Affiliate engages to provide systems or software necessary to provide the services to Pioneer. Boston Financial and/or its Affiliates shall be responsible for the actions or omissions of a Material Subcontractor; 28 provided, however, Boston Financial shall not be held responsible for any third party service provider of the type referenced in Section 12.12 below, nor will Boston Financial or its Affiliates be held responsible for: (i) third party service providers whose services or products are the subject of a separate agreement between Pioneer and the third party vendor (whether through Boston Financial or directly with the third party vendor), or (ii) third party service providers who provide services or products for which there is a separately stated fee charged to Pioneer. Examples of this include NCR (eStub) and Choice Point (CIP). The foregoing are third party vendors and shall not be deemed to be agents, contractors or sub-contractors of Boston Financial or its Affiliates as those terms are used in this Master Agreement and its Schedules and Exhibits. Upon prior request by Pioneer (which may be made no more than two times in any calendar year), Boston Financial and its Affiliates will inform Pioneer the identities of any Material Subcontractor. 12.12 Nothing in this Master Agreement is intended to, nor shall it make, Boston Financial or its Affiliates liable for the performance or omissions of unaffiliated, national or regionally recognized third parties such as, by way of example and not limitation, Airborne Services, Federal Express, UPS, the U.S. Mails, AT&T, Sprint, MCI and other delivery, telecommunications and other companies not under the reasonable control of Boston Financial or its Affiliates, and third parties not under Boston Financial's reasonable control providing services to the financial industry generally, such as, by way of example and not limitation, The Depository Trust and Clearing Corporation's subsidiaries, the National Securities Clearing Corporation and The Depository Trust Company, the Federal Reserve System, custodian banks and administrators. 12.13 This Master Agreement and all Schedules may be executed in one or more counterparts, each of which shall be deemed an original and all or which together shall constitute one and the same agreement. 12.14 The Master Agreement and Schedules are construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts of law principles. IN WITNESS WHEREOF, the parties hereto have caused this Master Agreement to be executed in their names on their behalf by and through their duly authorized officers as of the day and year first above written. PIONEER INVESTMENT MANAGEMENT BOSTON FINANCIAL DATA SERVICES, SHAREHOLDER SERVICES, INC. INC. By: Tracy Connelly By: Richard J. Johnson Name: /s/ Tracy Connelly Name: /s/ Richard J. Johnson ------------------------------- ------------------------------ Title: Senior Vice President Title: Managing Director 29 EXHIBIT A FUNDS Dated as of: January 1, 2012 Pioneer Absolute Return Credit Fund Pioneer America Income Trust Pioneer AMPAC Growth Fund Pioneer AMT-Free CA Municipal Fund Pioneer AMT-Free Municipal Fund Pioneer Balanced Fund Pioneer Bond Fund Pioneer Cash Reserves Fund Pioneer Classic Balanced Fund Pioneer Disciplined Growth Fund Pioneer Disciplined Value Fund Pioneer Emerging Markets Fund Pioneer Emerging Markets Local Currency Debt Fund Pioneer Equity Income Fund Pioneer Equity Opportunity Fund Pioneer Europe Select Equity Fund Pioneer Floating Rate Fund Pioneer Fund Pioneer Fundamental Growth Fund Pioneer Fundamental Value Fund Pioneer Global Aggregate Bond Fund Pioneer Global Diversified Equity Fund Pioneer Global Equity Fund Pioneer Global High Yield Fund Pioneer Government Income Fund Pioneer Growth Fund Pioneer Growth Leaders Fund Pioneer Growth Opportunities Fund Pioneer Growth Shares Pioneer High Income Municipal Fund Pioneer High Yield Fund Pioneer Ibbotson Aggressive Allocation Pioneer Ibbotson Conservative Allocation Fund Pioneer Ibbotson Growth Allocation Pioneer Ibbotson Moderate Allocation Pioneer Independence Fund Pioneer Institutional Money Market Fund 1 Pioneer Institutional Money Market Fund 2 Pioneer Institutional Money Market Fund 3 Pioneer Intermediate Tax Free Income Fund Pioneer International Equity Pioneer International Value Fund 1 EXHIBIT A FUNDS Dated as of: January 1, 2012 (continued) Pioneer Mid Cap Growth Fund Pioneer Mid Cap Value Fund Pioneer Money Market Pioneer Multi-Asset Income Fund Pioneer Multi-Asset Real Return Fund Pioneer Multi-Asset Ultrashort Income Fund Pioneer Oak Ridge All Cap Growth Fund Pioneer Oak Ridge Large Cap Growth Fund Pioneer Oak Ridge Small Cap Growth Pioneer Protected Principal Plus Fund Pioneer Protected Principal Plus II Pioneer Real Estate Shares Pioneer Research Fund Pioneer Science & Technology Pioneer Select Growth Fund Pioneer Select Mid Cap Growth Fund Pioneer Short Term Income Fund Pioneer Small & Mid Cap Growth Fund Pioneer Small Cap Value Fund Pioneer Small Company Fund Pioneer Stable Value Fund II Pioneer Strategic Income Fund Pioneer Tax Free Income Fund Pioneer Tax Free Money Market Fund Pioneer Treasury Reserves Fund Pioneer Value Fund 2 EXHIBIT C SCHEDULE OF AUTHORIZED PERSONNEL The following persons, presently and until each party is advised in writing to the contrary, are deemed "Authorized Personnel" for the purposes of the Master Agreement and its Schedules are subject to amendment from time to time. Tracey Connelly SVP --------------------------------------- -------------------------------------- Name Title Susan Warner SVP --------------------------------------- -------------------------------------- Name Title Nancy Arp SVP --------------------------------------- -------------------------------------- Name Title Kelly O'Donnell Director --------------------------------------- -------------------------------------- Name Title Susan Skeels Director --------------------------------------- -------------------------------------- Name Title Mark Goodwin COO --------------------------------------- -------------------------------------- Name Title 1 EXHIBIT D INFORMATION PROTECTION PROGRAM Boston Financial and its Affiliates have a formal Information Protection Program (IPP) that was established and exists as a working roadmap for their security. Boston Financial and its Affiliates do Risk Assessments, Security Assessments, Security Awareness for each corporation as a whole, targeted training for specific applicable groups, and other security related activities. Boston Financial and its Affiliates have a program and process pursuant to which each reviews its technology and architecture and security requirements and needs. Integral to the function of the IPP are the Information Protection Committee (IPC) and the Information Protection Board (IPB). The IPC convenes periodically during the year and is responsible for 1) identifying, measuring and rating risks, 2) approving policies, standards, and practices, and 3) assessing and reporting progress towards compliance. The IPB convenes periodically during the year and is responsible for providing executive level oversight and guidance to the Information Protection Program. A component of the IPP is each entity's Policies, Control Standards, and Technology Baselines. The Security Management Console (SMC) is an on-line system that provides Security Policies, Control Standards, and Technical Baselines, oriented to the financial industry. The policies and standards incorporated in the SMC are designed to be consistent and evolve with ISO27001, HIPAA, Data Protection Act of 1998, IS Forum Standards, FFIEC IS Booklet, and MAS to the extent Boston Financial and its Affiliates deem them applicable to their respective businesses. Boston Financial and its Affiliates have in place security log and activity monitoring, on a 24x7x365 basis. They also have an Intrusion Detection System (IDS) implemented to keep informed on network activity. Each entity has an incident response process to deal with unexplainable logs and activities that are observed. This process is reviewed for validity and effectiveness for the purpose. Boston Financial and its Affiliates use third party security reviews to also provide the information to support their security efforts. All of the foregoing policies and procedures are subject to regular review and modification without notice, it being agreed that (i) no change to the foregoing shall diminish the over-all level of security and protections afforded to Pioneer's Data as maintained on TA2000 and the Facilities of Boston Financial and its Affiliates and (ii) Boston Financial and its Affiliates hereby undertake that they shall at all times have in place data security policies and standards that are reasonably designed to be consistent and evolve with ISO27001, HIPAA, Data Protection Act of 1998, IS Forum Standards, FFIEC IS Booklet, and MAS to the extent Boston Financial and its Affiliates reasonably deem them applicable to their respective businesses. 1 SCHEDULE I SUB TRANSER AGENCY SERVICES SCHEDULE I SUB-TRANSFER AGENCY SERVICES -------------------------------------------------------------------------------- SCHEDULE I TO THE MASTER SERVICE AGREEMENT BETWEEN PIONEER INVESTMENT MANAGEMENT SHAREHOLDER SERVICES, INC AND BOSTON FINANCIAL DATA SERVICES, INC. (the "Master Agreement") THIS SCHEDULE I TO THE MASTER AGREEMENT is made effective as of the 1st day of January, 2012, by and between PIONEER INVESTMENT MANAGEMENT SHAREHOLDER SERVICES, INC. ("Pioneer"), and BOSTON FINANCIAL DATA SERVICES, INC. ("Boston Financial"), and is hereby attached to and incorporated into the Master Agreement. WHEREAS, Pioneer serves as transfer and dividend disbursing agent to and on behalf of the Funds noted on Exhibit A to the Master Agreement, and whose securityholder records are maintained, and whose transactions are effectuated and accounted for on, the DST TA2000 System (the "Fund" or "Funds"); and WHEREAS, Pioneer has entered into the Master Agreement and Schedules with Boston Financial and certain of its Affiliates, and in connection therewith Pioneer desires to appoint Boston Financial as sub-transfer agent and sub-dividend disbursing agent to Pioneer, and Boston Financial desires to accept such appointment, on the terms and conditions set forth in the Master Agreement and this Schedule. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Pioneer and Boston Financial hereby agree as follows: SECTION 1. INCORPORATION OF THE MASTER AGREEMENT The terms and conditions of the Master Agreement are hereby incorporated in this Schedule as if fully set forth herein except as modified in this Schedule. All capitalized terms used in this Schedule but not defined herein shall have the meaning ascribed to them in the Master Agreement or, if not defined in the Master Agreement, the meaning ascribed to them in any other Schedule. SECTION 2. APPOINTMENT; SERVICES 2.01 Subject to the terms and conditions set forth in the Master Agreement and this Schedule, Pioneer hereby employs and appoints Boston Financial as sub-transfer agent and sub-dividend disbursing agent. 2.02 Boston Financial hereby accepts such appointment and agrees that it will act as sub-transfer agent and sub-dividend disbursing agent on behalf of Pioneer for the Funds specified on Exhibit A to the Master Agreement, which may be amended in writing by the parties from time to time. Boston Financial agrees that it will also act as agent on behalf of Pioneer for the shares of the Funds in connection with any accumulation, open-account, retirement plans or similar plan provided to the shareholders of each Fund ("Shareholders") and set out in the currently effective prospectus and statement of additional information ("prospectus") of each such Fund, including without limitation any periodic investment plan or periodic withdrawal program. As used herein, the term "Shares" means the authorize and issued shares of common stock, or shares of beneficial interest, as the case may be, for each of the Funds (including each series thereof). 2.03 Boston Financial, utilizing TA2000(TM), DST's computerized data processing system for securityholder accounting (the "TA2000 System") and in accordance with the terms and conditions of the Master Agreement and this Schedule, and with procedures established from time to time by agreement between Pioneer and Boston Financial (the "Procedures"), will perform the following services: 1 1) Establish each Shareholder's account in the Fund on the TA2000 system and maintain such account for the benefit of such Shareholder in accordance with the Procedures; 2) Receive for acceptance and process orders for the purchase of Shares, and promptly deliver payment and appropriate documentation thereof to the Fund's authorized custodian (the "Custodian"); 3) Pursuant to purchase orders (including purchases related to exchanges), issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account; 4) Receive for acceptance and process redemption requests (including redemptions related to exchanges) and redemption directions and deliver the appropriate documentation thereof to the Custodian; 5) In respect to items (1) through (4) above, Boston Financial may execute transactions directly with broker-dealers and third party administrators ("TPAs") authorized by or on behalf of Pioneer Funds Distributor, Inc., the principal underwriter to the Funds; 6) At the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; 7) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; 8) Prepare and transmit payments for dividends and distributions declared by the Funds or any Portfolio thereof, as the case may be; 9) If applicable, issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by Boston Financial of indemnification satisfactory to Boston Financial and protecting Boston Financial and the Fund, and Boston Financial at its option, may issue replacement certificates in place of mutilated stock and/or share certificates upon presentation thereof and without such indemnity; 10) Issue replacement checks and place stop orders on original checks based on Shareholder's representation that a check was not received or was lost. Such stop orders and replacements will be deemed to have been made at the request of the Fund or Pioneer; 11) Maintain records of account for and advise Pioneer and its Shareholders as to the foregoing; 12) Record the issuance of Shares of the Fund and maintain, pursuant to SEC Rule 17Ad-10(e), a record of the total number of Shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and outstanding. Boston Financial shall also provide Pioneer on a regular basis as set forth in the agreed upon Procedures with the total number of Shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund; 13) Accept any information, records, documents, data, or instructions in printed form, or by machine readable input, facsimile, or electronic instructions, including e-mail communications, which have been prepared, maintained or provided by Pioneer or its authorized agents and accept any information, records, documents, data, certificates or transaction requests in printed form or by machine readable input, or facsimile which have been prepared, maintained or provided by individual Shareholders or the broker-dealers of record or TPAs on behalf of individual Shareholders. With respect to transaction requests received by facsimile, email or other electronic means, Boston Financial shall not be responsible for determining that the original source documentation is in good order, which includes compliance with Rule 22c-1 under the 1940 Act, and it will be the responsibility of Pioneer or the Fund to require such broker-dealers or TPAs to retain such documentation. E-mail exchanges on routine matters may be made directly with Pioneer's contact at Boston Financial. Boston Financial will not act on any e-mail communications coming to it directly from Shareholders requesting transactions, including, but not limited to, monetary transactions, change of ownership, or beneficiary changes; 2 14) Receive correspondence pertaining to any former, existing or new Shareholder account, process such correspondence for proper recordkeeping and respond to Shareholder correspondence in accordance with agreed upon Procedures; 15) Process any request from a Shareholder to change account registration, beneficiary, beneficiary information, transfer and rollovers in accordance with the Procedures; 16) Preparing Shareholder lists for meetings; 17) Withhold taxes on U.S. resident and non-resident alien accounts; prepare and file U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for Shareholders, and provide Shareholder account information; 18) Maintain a daily record and produce a daily report for the Fund of all transactions and receipts and disbursements of money and securities and deliver a copy of such report for the Fund for each business day to the Fund no later than 8:30 AM Eastern Time ("ET"), or such earlier time as the Fund may reasonably require, on the next business day; 19) The Fund or Pioneer shall identify to Boston Financial in writing the states and countries where the Shares of the Funds are registered or exempt, and the number of shares registered for sale with respect to each state or country, as applicable. Boston Financial shall establish the foregoing parameters on the system for the designated Blue Sky vendor. The Fund or Pioneer shall verify that such parameters have been correctly established for each state or country on the system prior to activation and thereafter shall be responsible for monitoring the daily activity for each state or country. The responsibility of Boston Financial for the Fund's blue sky registration status is solely limited to the initial establishment of the parameters provided by the Fund or Pioneer for the blue sky vendor's system; 20) Pioneer has elected to delegate to Boston Financial certain AML duties for the Funds under this Schedule and the parties have agreed to such duties and terms as stated in the Exhibit A to this Schedule, which may be amended from time to time subject to mutual written agreement between the parties; 21) Under the terms of the Government Allotment Program, members (i.e., U.S. government employees) who have joined the program may direct a specified portion of their paychecks to be sent to a demand deposit account at a bank with instructions to forward the funds to specified mutual funds, including Pioneer, or other investment vehicles. If Pioneer elects to have Boston Financial serve as its allotment agent under the Government Allotment Program (and as mutually agreed upon by the parties as to any applicable fees and expenses), the parties will agree to such duties and terms as stated in Exhibit B to this Schedule, which may be changed from time to time subject to mutual written agreement between the parties. The services performed by Boston Financial with respect to the Government Allotment Program hereunder will be of a ministerial nature only; 22) Upon request of Pioneer (and as mutually agreed upon by the parties as to any applicable fees and expenses), Boston Financial will provide Pioneer or the Fund with periodic reports on trading activity in the Fund based on parameters provided to Boston Financial by Pioneer or the Fund, as amended from time to time. The services to be performed by Boston Financial hereunder will be ministerial only and Boston Financial shall have no responsibility for monitoring or reviewing market-timing activities; 23) If requested by Pioneer (and as mutually agreed upon by the parties as to any applicable fees and expenses), Boston Financial shall accept any Shareholder checks and statements (including confirmation statements) and broker-dealer statements that are returned to Boston Financial via the US mail because the US post office was not able to deliver such checks and statements due to incorrect Shareholder addresses ("RPO Mail"). Boston Financial shall record and research each piece of RPO Mail and attempt to find an up-to-date address for the intended recipient. If a valid address is determined, Boston Financial shall update the TA2000 System accordingly. In addition, for any Shareholders that cannot be located via the RPO Mail process described above, Boston Financial will conduct a database search to locate such lost Shareholder. If an updated address is discovered, Boston Financial will send a letter or place a telephone call to the Shareholder. If, after the foregoing efforts, a Shareholder still cannot be located, Boston 3 Financial shall, as authorized by Pioneer, report and escheat abandoned property to the state authorities of the Shareholder's last known state of residence. Boston Financial shall provide all of the services described herein in accordance with the Procedures agreed upon by Boston Financial and Pioneer; 24) If requested by Pioneer (and as mutually agreed upon by the parties as to any reasonable reimbursable expenses), Boston Financial shall provide services with respect to garnishment orders, court notices pertaining to bankruptcy and divorce proceedings and Internal Revenue Service and state tax authority levies and summons, all in accordance with the Procedures agreed upon by Boston Financial and Pioneer; 25) Boston Financial, as authorized by Pioneer, shall review the proper form of instructions, signatures and signature guarantees and, where applicable, any additional documents needed to support the opening of Shareholder accounts, transfers, redemptions and other Shareholder account transactions against the Procedures and requirements set forth in Boston Financial's "Transfer Agency Manual," which has been made available to Pioneer, or such other Procedures as have been mutually agreed upon by the parties, in each case with such changes or deviations therefrom as may be from time to time required or approved by Pioneer, and reject transactions or instructions not in good order; 26) As requested by Pioneer, Boston Financial shall maintain and administer, as agent for Pioneer, such demand deposit accounts ("DDAs") as Boston Financial shall deem necessary for the performance of Boston Financial's duties under this Schedule, including but not limited to, the processing of Share purchases and redemptions and the payment of Fund dividends and distributions. Boston Financial will maintain such DDAs at the banks deemed appropriate by Boston Financial. The parties agree that any balance earnings provided to Boston Financial by the banks in connection with the DDAs that Boston Financial is maintaining in its capacity as agent for Pioneer, shall be credited quarterly by Boston Financial to Pioneer on an invoice; 27) Pioneer shall arrange for the provision of appropriate prototype plans to Shareholders as well as provide or arrange for the provision of various services for certain individual retirement accounts ("IRAs"), SEP IRAs, Roth IRAs, and Education IRAs. At the request of Pioneer, Boston Financial shall perform IRA account set-up maintenance and disbursements as well as such other IRA administrative support services as the parties hereto shall mutually agree upon. If requested by Pioneer and as mutually agreed, Boston Financial may provide IRA custodial services through its affiliate, State Street Bank and Trust Company; 28) Boston Financial agrees to provide certain recordkeeping and administrative services, either directly or through an affiliate, as set forth on Exhibit C to this Schedule, to Pioneer's employer retirement plan clients ("Plan Sponsors") who adopt: (a) tax-qualified defined contribution plans under Section 401(a) of the Internal Revenue Code of 1986, as amended, ("IRC") which plans shall include profit sharing/401(k) plans and solo 401(k) plans under Pioneer's "Uni-K" plan branding; (b) 403(b) plans under IRC Code Section 403(b); and (c) Savings Incentive Match Plan for Employees of Small Employers individual retirement accounts ("SIMPLE IRA") plans under IRC Section 408(p) (collectively, "Plans" unless specified otherwise), for the benefit of the employees who participate in such Plans ("Participants"). The services to Plan Sponsors and Participants shall be provided on the DST Systems, Inc. TRAC 2000 system ("TRAC"); 29) Boston Financial will research, track and provide status reports to Pioneer on any daily support items that have been submitted by Pioneer and Boston Financial will work internally and/or with DST or Pioneer to promptly address such items; and 30) Boston Financial and Pioneer may from time to time agree upon additional services to be performed by Boston Financial and the parties may add them to this Schedule by written amendment. 4 SECTION 3. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF BOSTON FINANCIAL. 3.01 In addition to the representations and warranties set forth in Section 5 of the Master Agreement, Boston Financial represents and warrants to Pioneer that: (a) It is duly registered as a transfer agent under Section 17A(c)(2) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and it will remain so registered for the duration of the Master Agreement and this Schedule. It will promptly notify Pioneer in the event of any material change in its status as a registered transfer agent. SECTION 4. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF PIONEER. 4.01 In addition to the representations and warranties of Pioneer set forth in Section 6 of the Master Agreement, Pioneer represents and warrants to Boston Financial that: (a) It is duly registered as a transfer agent under Section 17A(c)(2) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and it will remain so registered for the duration of this Schedule. It will promptly notify Boston Financial in the event of any material change in its status as a registered transfer agent. (b) It has been appointed by each of the Funds as transfer agent, dividend disbursing agent and shareholder servicing agent and serves in such capacities. (c) It has entered into an agreement with each of the Funds pursuant to which it is responsible for certain transfer agency and dividend disbursing functions and has obtained all necessary approvals to engage Boston Financial to perform in whole or in part Pioneer's obligations and duties thereunder. SECTION 5. FEES AND EXPENSES 5.01 The parties agree that in consideration for Boston Financial's services under this Schedule, Pioneer will pay to Boston Financial compensation for such services in accordance with Exhibit B to the Master Agreement. 5.02 Pioneer also agrees promptly to reimburse Boston Financial for all reasonable billable expenses or disbursements incurred by Boston Financial in connection with the performance of services under this Schedule including, but not limited to, if applicable: AML/CIP annual fee, suspicious activity reporting for networked accounts, audio response, checkwriting, CIP-related database searches, commission fee application, data communications equipment, computer hardware, DST disaster recovery charge, escheatment, express mail and delivery services, FDIC deposit insurance account charges, federal wire charges, forms and production, freight charges, household tape processing, lost shareholder searches, lost shareholder tracking, magnetic tapes, reels or cartridges, magnetic tape handling charges, manual check pulls, microfiche/COOL, microfilm, network products, new fund implementation, NSCC processing and communications, postage (to be paid in advance if so requested), offsite records storage, outside mailing services, P.O. box rental, print/mail services, programming hours, regulatory compliance fee per CUSIP, reporting (on request and scheduled), returned checks, Short Term Trader, special mailing, statements, supplies, tax reporting (federal and state), telecommunications equipment, telephone (telephone and fax lines), training, transcripts, travel, TIN certification (W-8 & W-9), vax payroll processing, year-end processing and other expenses incurred by Boston Financial at the request or with the consent of Pioneer will be promptly reimbursed by Pioneer. 5 SECTION 6. TERM AND TERMINATION 6.01 Subject to termination as hereinafter provided, this Schedule shall be effective upon the date first noted above and shall be co-terminus with the term of the Master Agreement and each new Term of the Master Agreement shall be a new term of this Schedule. SECTION 7. INDEMNIFICATION 7.01 In addition to the indemnification provisions set forth in Section 7 of the Master Agreement, the parties agree that in connection with the services performed under this Schedule Boston Financial shall not be responsible for, and Pioneer shall indemnify and hold Boston Financial and with respect to subparagraph (a) below, also State Street Bank and Trust Company, harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability (collectively, "Losses") arising out of or attributable to: (a) The negotiation and processing of any checks, wires and ACH transmissions including without limitation for deposit into, or credit to, the Fund's demand deposit accounts maintained by Boston Financial provided, however, that Boston Financial has acted in accordance with mutually agreed upon Procedures; (b) The acceptance of: (i) electronic instructions (including e-mail communications) from Pioneer or its authorized agents; and (ii) facsimile transaction requests received from individual Shareholders as well as broker-dealers, TPAs, Pioneer and its authorized agents and the Fund on behalf of individual Shareholders, and the reliance by Boston Financial on the broker-dealer, TPA, Pioneer and it authorized agents and the Fund ensuring that the original source documentation is in good order and properly retained provided, however, that Boston Financial has acted in accordance with mutually agreed upon Procedures; (c) With respect to the Uni-K Plans where Boston Financial processes Participant trade orders for non-proprietary mutual fund shares ("Outside Funds") through the Merrill Lynch Connect system ("ML Connect"), Boston Financial's use of and reliance upon the information provided by vendors and brokers selected by Pioneer to support the Uni-K Plan product, including Merrill Lynch in connection with ML Connect, in regards to: (i) access to ML Connect for trading Outside Fund shares made available to Plan by Pioneer; and (ii) errors or delays caused by any Outside Funds, which shall include Boston Financial's use and reliance upon net asset value ("NAV") of an Outside Fund obtained from a source other than the Outside Fund or ML Connect if such NAV information is not timely provided or inaccurate or if the NAV provided by the Outside Fund or ML Connect is timely but inaccurate; and (d) With respect to the Plans, any act or omission of Pioneer, a Plan Sponsor, a Plan fiduciary or a third-party administrator for a Plan that occurred prior to the effective date of Boston Financial's provision of the services specified in Exhibit C (Employer Sponsored Retirement Plan Services) to this Schedule. 7.02 Boston Financial's aggregate liability during any Term of this Schedule with respect to, arising from or arising in connection with this Schedule, or from all services provided or omitted to be provided by Boston Financial under this Schedule, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the aggregate of the amounts actually received from Pioneer under this Schedule by Boston Financial as fees and charges, but not including reimbursable expenses, during the nine calendar (9) months immediately preceding the event for which recovery from Boston Financial is being sought. 6 7.03 As Of Transactions. (a) Boston Financial shall follow the Securities and Exchange Commission turnaround standards in processing transactions in the Funds. Boston Financial shall use its best efforts, within reasonable limits, to have all such transactions receive the price of the date that the items are received by Boston Financial, if the items are received in good order, prior to 4:00 p.m. ET (or 12:00 P.M. ET, for Funds priced at that time). Transactions received by Boston Financial after 4:00 p.m. ET (or 12:00 P.M. ET, for Funds priced at that time), in good order, shall receive the next day's price. In the event that a transaction is held and not processed the same day, Boston Financial shall to the extent possible, estimate such transaction to the Fund accountants. In the event that a transaction is not estimated, Boston Financial shall follow the written Procedures agreed upon with Pioneer for monitoring, tracking, reporting and resolving such transactions as set forth in Exhibit D to this Schedule. Boston Financial agrees to provide reasonable support for, and maintenance of, Boston Financial's estimate compiler application. (b) The foregoing shall apply with respect to the retirement plan services set forth in Exhibit C to this Schedule, except for the last sentence and further, with respect to Uni-K Plans where Boston Financial processes trade orders of Outside Fund shares through ML Connect, Boston Financial shall follow the "Uni-K Transaction Error Processing Procedures" set forth in Exhibit D-1 to this Schedule, instead of those set forth in Exhibit D. 7.04 Uni-K Transaction Errors on ML Connect. (a) Limit on Liability. In connection with Boston Financial's processing of Fund shares for certain Uni-K Plans through ML Connect only (and excluding other 401(k) Plans, non-ML Connect Uni-K Plans, 403(b) Plans and SIMPLE IRA Plans), the parties agree that such processing shall be subject to the other subsections of this Section 7, provided, however, that Boston Financial's aggregate liability for net losses (the result of first netting any gains against such losses) with respect to transaction related errors ("Uni-K Transaction Errors") caused directly and solely by Boston Financial shall not exceed ten thousand dollars ($10,000) per calendar year (the "Boston Financial Uni-K Threshold"). Subsequently, if Boston Financial pays up to Boston Financial's Uni-K Threshold and there are additional net losses caused by Boston Financial's Uni-K Transaction Errors, the Pioneer agrees to pay such additional net losses up to a maximum of ten thousand dollars ($10,000) per calendar year ("Pioneer Uni-K Treshold"). If Pioneer pays up to Pioneer's Uni-K Threshold and there are additional net losses caused by Boston Financial's Uni-K Transaction Errors, then the senior management representatives of each party agree to discuss, in good faith, the allocation of financial liability for such net loss. (b) Procedures. The parties agree to act in accordance with the agreed upon ML Connect Uni-K Transaction Error Processing Procedures, attached hereto as Exhibit D-1, for tracking, reporting and paying Uni-K Transaction Error net losses caused by (i) Boston Financial, subject to the limits set forth in subparagraph (a) above; (ii) Pioneer, subject to the limits set forth in (a) above; and (iii), Merrill Lynch and other third parties, including Participants, Uni-K Plan Sponsors and advisors. Each January 1st, the parties agree to reset their respective Uni-K Thresholds to $10,000. If Boston Financial does not provide the Uni-K Plan services that involve ML Connect for an entire calendar year, then the respective Uni-K Threshold amounts will be prorated based on the number of months Uni-K Plan services involving ML Connect were provided, rounded to the closest full month. SECTION 8. SERVICE LEVELS 8.01 Boston Financial maintains a quality control process designed to provide a consistent level of quality and timeliness for its transaction processing. The parties are working in good faith to develop mutually agreed upon Service Levels for certain services provided by Boston Financial under this Schedule. Such Service Levels, once finalized, shall be added by amendment and set forth on Exhibit E to this Schedule. In the event Boston Financial fails to meet the applicable Service Level for a particular service, Boston Financial will (i) promptly investigate, perform a root cause analysis on a failure, identify the problem causing the failure and report to Pioneer; (ii) correct the failure as soon as practicable; and (iii) advise Pioneer of the status of the resolution of the failure as agreed upon by the parties. In the event 7 of Boston Financial's continued failure to meet a Service Level, Pioneer shall also have the right to initiate the escalation process set forth in Exhibit E to this Schedule, including but not limited to, contacting those Senior Officer(s) of Boston Financial designated on the Service Level Schedule, and commencing meetings of the Senior Officers of Boston Financial and Pioneer to agree upon and implement appropriate corrective actions to restore compliance with the Service Levels. The parties agree to work together to resolve any performance issues in the manner set forth in the Service Levels. 8.02 The parties shall review and discuss the Service Levels and shall make such changes therein as to which they mutually agree. Boston Financial will provide periodic reports (on a mutually agreed upon timeframe as set forth in Exhibit E) to Pioneer with respect to Boston Financial's performance of the services against the applicable Service Levels. SECTION 9. ADDITIONAL PROVISIONS 9.01 Disaster Recovery and Business Continuity. Boston Financial shall maintain at a location other than its normal location appropriate redundant facilities for operational back-up in the event of a power failure, disaster or other interruption. Boston Financial shall back up the Funds' files and data maintained by Boston Financial and shall store the back-up in a secure manner at a location other than its normal location. Boston Financial will maintain a comprehensive business continuity plan in accordance with Section 12.02 of the Master Agreement. 9.02 Compliance Program. Boston Financial maintains and will continue to maintain a comprehensive compliance program reasonably designed to prevent violations of the federal securities laws pursuant to Rule 38a-1 under the 1940 Act. Pursuant to its compliance program, Boston Financial will provide periodic measurement reports to Pioneer. Upon request of Pioneer, Boston Financial will provide to Pioneer in connection with any periodic annual or semi-annual shareholder report filed by the Fund or, in the absence of the filing of such reports, on quarterly basis, a sub-certification pursuant to the Sarbanes-Oxley Act of 2002 with respect to Boston Financial's performance of the services set forth in this Schedule and its internal controls related thereto. Boston Financial shall use best efforts to notify Pioneer of substantive changes to the compliance program ninety (90) days in advance of making such changes, provided however, that Pioneer agrees that such notice period may be less than ninety (90) days in the event that a law, regulation, requirement or industry recommendation affecting the compliance program necessitates a change in a shorter time frame. In addition, on a quarterly basis, Boston Financial will provide to Pioneer a certification in connection with Rule 38a-1 under the 1940 Act. Boston Financial reserves the right to amend and update its compliance program and the measurement tools and certifications provided thereunder from time to time in order to address changing regulatory and industry developments. 8 IN WITNESS WHEREOF, the parties have caused this Schedule to be executed by their respective duly authorized officers, to be effective as of the day and year first above written. BOSTON FINANCIAL DATA SERVICES, INC. By: /s/ Richard J. Johnson ------------------------------ Title: Managing Director PIONEER INVESTMENT MANAGEMENT SERVICES, INC. By: /s/ Tracy Connelly ------------------------------ Title: Senior Vice President 9 EXHIBIT A to SCHEDULE I SUB-TRANSFER AGENCY SERVICES AML DELEGATION 1. Delegation. 1.1 In order to assist Pioneer with the Funds' AML responsibilities under applicable AML laws, Boston Financial offers certain risk-based AML Procedures that are reasonably designed to: (i) promote the detection and reporting of potential money laundering activities; and (ii) assist in the verification of persons opening accounts with the Funds. Pioneer has had an opportunity to review the AML Procedures with Boston Financial and desires to implement the AML Procedures as part of the Funds' overall AML program (the "AML Program"). 1.2 Accordingly, subject to the terms and conditions set forth in this Schedule, Pioneer hereby instructs and directs Boston Financial to implement the AML Procedures as set forth in Section 4 below on Pioneer and the Funds' behalf and delegates to Boston Financial the day-to-day operation of the AML Procedures. The AML Procedures set forth in Section 4 may be amended, from time to time, by mutual agreement of Pioneer and Boston Financial upon the execution by such parties of a revised Schedule 1.2(f) bearing a later date than the date hereof. 1.3 Boston Financial agrees to perform such AML Procedures, with respect to the ownership of Shares in the Funds for which Boston Financial maintains the applicable shareholder information, subject to and in accordance with the terms and conditions of this Schedule. 2. Consent to Examination. In connection with the performance by Boston Financial of the AML Procedures, Boston Financial understands and acknowledges that Pioneer remains responsible for assuring compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 ("USA PATRIOT Act") and that the records that Boston Financial maintains for Pioneer and the Funds relating to the AML Program may be subject, from time to time, to examination and/or inspection by federal regulators in order that the regulators may evaluate such compliance. Pioneer hereby consents to such examination and/or inspection and agrees to cooperate with such federal examiners in connection with their review. For purposes of such examination and/or inspection, Boston Financial will use its best efforts to make available, during normal business hours and on reasonable notice all required records and information for review by such examiners, Pioneer or the Funds. 3. Limitation on Delegation. Pioneer acknowledges and agrees that in accepting the delegation hereunder, Boston Financial is agreeing to perform only the AML Procedures, as may be amended from time to time, and is not undertaking and shall not be responsible for any other aspect of the Funds' AML Program or for the overall compliance by Pioneer or the Funds with the USA PATRIOT Act or for any other matters that have not been delegated hereunder. Additionally, the parties acknowledge and agree that Boston Financial shall only be responsible for performing the AML Procedures with respect to the ownership of, and transactions in, Shares in the Funds for which Boston Financial maintains the applicable Shareholder information for Pioneer. 10 EXHIBIT A to SCHEDULE I SUB-TRANSFER AGENCY SERVICES AML DELEGATION 4. AML Procedures 4.1 Consistent with the services provided by Boston Financial and with respect to the ownership of Shares in the Funds for which Pioneer maintains the applicable Shareholder information for Pioneer, Boston Financial shall: (a) On a daily basis, submit all new customer account registrations and registration changes against the Office of Foreign Assets Control ("OFAC") database, the Politically Exposed Persons ("PEP") database, and such other lists or databases as may be required from time to time by applicable regulatory authorities; (b) Submit all account registrations through the OFAC database, the PEP database, and such other lists or databases as may be required from time to time by applicable regulatory authorities; (c) On a daily basis, submit special payee information from checks, outgoing wires and systematic withdrawal files through the OFAC database; (d) Review certain types of redemption transactions that occur within thirty (30) days of an account establishment, registration change, or banking information change (e.g. redemption by wire within 30 days of banking information change; rapid depletion of account balance after establishment; and redemption by check within 30 days of address change); (e) Review wires sent pursuant to banking instructions other than those on file with Boston Financial; (f) Review accounts with small balances followed by large purchases; (g) Review accounts with frequent activity within a specified date range followed by a large redemption; (h) Review purchase and redemption activity by check that meets or exceeds $100,000 threshold on any given day; (i) Compare all new customer account registrations and registration changes through Boston Financial's known offenders database and notify Pioneer of any match; (j) Determine when a suspicious activity report ("SAR") should be filed as required by regulations applicable to mutual funds; prepare the SAR and provide a copy to Pioneer for review and approval; file the SAR; provide Pioneer with a copy of the filed SAR within a reasonable time after filing; and notify Pioneer if any further communication is received from the U.S. Department of the Treasury or other law enforcement agencies regarding such filing; 11 EXHIBIT A to SCHEDULE I SUB-TRANSFER AGENCY SERVICES AML DELEGATION (k) Compare account information to any FinCEN request received by Pioneer or the Funds and provided to Boston Financial. Provide Pioneer with the necessary information for the Funds to respond to such request within required time frame; (l)(i) Take reasonable steps to verify the identity of any person seeking to become a new customer of the Funds and notify Pioneer in the event such person cannot be verified, (ii) Maintain records of the information used to verify the person's identity, as required, and (iii) Determine whether the person appears on any lists of known or suspected terrorists or terrorist organizations provided to the Funds by any government agency; (m) Conduct due diligence and if required, enhanced due diligence in accordance with 31 C.F.R. 103.176(b) for new and existing correspondent accounts for foreign financial institutions (as defined in 31 C.F.R. 103.175). Boston Financial will perform an assessment of the money laundering risk presented by the account based on a consideration of relevant factors in accordance with applicable law and information provided by the foreign financial institution in a financial institution questionnaire. If an account is determined to have a medium or above risk-ranking, Boston Financial will monitor the account on a monthly basis for unusual activity. In the situation where due diligence cannot be completed with respect to an account, Boston Financial will contact Pioneer's AML Officer for further instruction. (n) Upon the request by Pioneer, conduct due diligence to determine if the Funds are involved with any foreign jurisdiction, institution, class of transactions and a type of account designated, from time to time, by the U.S. Department of Justice in order to identify and take certain "special measures" against such entities as required under Section 311 of the USA PATRIOT Act (31 C.F.R. 103.193). (o) Create and retain records required under 31 CFR 103.33 in connection with the transmittals of amounts equal to or in excess of $3,000, and transmit such information on the transactions to the receiving financial institutions. 4.2 In the event that Boston Financial detects activity as a result of the foregoing procedures, which necessitates the filing by Boston Financial of a SAR or other similar report or notice to OFAC, then Boston Financial shall also immediately notify Pioneer, unless prohibited by applicable law. 12 EXHIBIT B to SCHEDULE I SUB-TRANSFER AGENCY SERVICES GOVERNMENT ALLOTMENT 1. Government Allotment Program. Under the US Government Allotment Program, members, primarily US government employees, may direct a specified portion of their paychecks to be sent to a demand deposit account at a bank with instructions to forward the monies to specified mutual funds, including Pioneer. Pioneer desires to appoint Boston Financial to act as its Government Allotment Agent and to provide the services described below in connection with the monies and instructions transmitted by members of the US Government Allotment Program. Boston Financial desires to accept such appointment. 2. Duties of Boston Financial as Allotment Agent Boston Financial shall perform the following services: 2.1 Money Movement. Boston Financial shall perform money movement services as follows: (a) Boston Financial will receive Direct Deposit forms from the government allotment program members (the "Members") and will establish demand deposit accounts maintained at the Bank for the Members based on the information provided in the Direct Deposit forms; (b) receive for acceptance instructions from the Bank for the deposit and withdrawal of monies for the purchase of Shares; (c) within five (5) business days of receipt by Boston Financial of allotment monies in the demand deposit account at the Bank, Boston Financial will direct such allotment monies to Pioneer, if such monies and the instructions accompanying such monies reconcile with each other and the account information in Boston Financial's files. 2.2 Reconciliation/Record-keeping. Boston Financial will perform reconciliation/record-keeping services as follows: (a) reconcile data concerning the deposit of monies, account information and instructions; (b) forward monies to Pioneer for investment pursuant to the instructions from the Members; (c) maintain records of allotment instructions and direct deposit forms submitted to it for processing for a period of no less than seven (7) years; (d) maintain records of allotment money transfers for a period of no less than seven (7) years; and (e) maintain records of the account for and advise Pioneer and the Bank as to the foregoing. 13 EXHIBIT C to SCHEDULE I SUB-TRANSFER AGENCY SERVICES EMPLOYER SPONSORED RETIREMENT PLAN SERVICES The services listed in this Exhibit C shall pertain to profit sharing/401(k) Plans, Uni-K Plans, 403(b) Plans and SIMPLE IRA Plans, unless specified otherwise. All references to "Business Days" shall mean each day the New York Stock Exchange is open for business. I. Record-keeping and Transaction Processing. 1. Plan Accounts / Data Maintenance. With respect to the Plans, upon receipt of participant and beneficiary information (collectively, "Participant") and demographic data from the employer sponsoring a Plan ("Plan Sponsor"), Boston Financial shall enter such data into its TRAC recordkeeping system for the Plan and provide for the proper operation and maintenance of the records of the Plan. 2. Participant Accounts. Upon receipt of all necessary Participant Data, demographic and other Participant enrollment data from Plan Sponsors or Participants, Boston Financial shall provide recordkeeping for each account as set forth under the Plan ("Account"). Boston Financial shall maintain individual Participant Accounts on its records on the DST TRAC System in the name of the trustee or custodian of the Plan, respectively, for the benefit of the individual Plan Participants. The Accounts of Participants will be credited with shares of investment companies registered under the Investment Company Act of 1940, amended from time to time, and/or such other investments as permitted by Pioneer's consent ("Shares"). Boston Financial will, pursuant to instructions from Plan Sponsors or Participants, purchase the instructed number of Shares and hold such Shares in the appropriate Participant Account. 3. Contributions. Boston Financial shall accept contributions sent to it from Plan Sponsors. Such contribution information must include: (a) a check for the total amount of the contribution; and (b) a payroll roster in a medium and format acceptable to Boston Financial (the parties agreed that hard copy is an acceptable medium but in the future the parties may agree upon an electronic medium). If the contributions and the Account Allocation Information (defined below) do not reconcile, then Boston Financial shall notify the Plan Sponsor and process pursuant to paragraph 8 below (Transactions "Not in Good Order"). If the contributions and the Account Allocation Information do reconcile, then Boston Financial shall promptly allocate such contribution to Participants' Accounts in accordance with the Account Allocation Information, allocate such contribution to the investment options available under the Plan ("Investment Options") in accordance with the Investment Allocation Information (as defined below) and transfer the contributions to the various Plan Investment Options in accordance with the Investment Allocation Information. a) "Account Allocation Information" is the information supplied by the Plan Sponsor regarding the various contribution sources and amounts under the Plan; and b) "Investment Allocation Information" is the Investment Option percentages or amounts that the Participant or the Plan Sponsor has directed for investment in an Investment Option from time to time. 14 EXHIBIT C to SCHEDULE I SUB-TRANSFER AGENCY SERVICES EMPLOYER SPONSORED RETIREMENT PLAN SERVICES 4. Crediting Participant's Accounts. After receipt of monies paid with respect to any sale, Boston Financial will credit such monies to the appropriate Account of selling Participants in accordance with its procedures. 5. Earnings and Losses. On each Business Day, Boston Financial shall allocate earnings and losses as reported to Boston Financial for each investment option to each Participant's Account. 6. Receipt of Dividends. Boston Financial, on behalf of the Plans, will receive payments for dividends and distributions declared by issues of Shares and credit each to the appropriate Participant Accounts. 7 Adjustment Processing. The Participant Accounts will be adjusted with Shares, or Shares shall be reversed and re-entered, as instructed by the Plan Sponsor and as permitted by Pioneer. The foregoing shall not apply with respect to adjustments for Uni-K Plan Accounts where Outside Fund shares are processed through ML Connect as any such adjustments are subject to the procedures set forth on Schedule D-1 (ML Connect Uni-K Transaction Error Processing Procedures). 8. Transactions "Not in Good Order" (NIGOs). For Plan Sponsor or Participant transaction requests (including contributions received via payroll files) that are not in good order when received by Boston Financial, Boston Financial shall notify the Plan Sponsor or Participant, as the case may be, by telephone on the day of receipt of such information in order to resolve any outstanding issues relating to the transaction. If the outstanding issues relating to the transaction are not, for whatever reason, resolved by Boston Financial within five (5) Business Days then Boston Financial shall reject the transaction and send a notice to the Plan Sponsor or Participant, as the case may be, indicating the date of rejection and why. 9. Distribution Processing. Boston Financial shall process distributions to Participants in accordance with the direction of the Plan Sponsor or Participants. Boston Financial shall withhold and deposit federal and state income taxes as may be required by law and provide such information to Pioneer so that Pioneer can prepare Internal Revenue Service Form 1099-R or such other forms as may be required under the Internal Revenue Code for the reporting of distributions, including deemed loan distributions in connection with paragraph 10 below (Loan Processing). 10. Loan Processing. If so directed by a Plan Sponsor, Boston Financial will receive for acceptance written loan instructions and direction via facsimile, or other mutually agreed upon methods, from Plan Sponsors or Participants. If directed by Pioneer and agreed to by Boston Financial, Boston Financial shall provide loan modeling via the Plan Web functionality and generate loan documentation and loan proceeds as directed by the Plan Sponsor or Participant. 15 EXHIBIT C to SCHEDULE I SUB-TRANSFER AGENCY SERVICES EMPLOYER SPONSORED RETIREMENT PLAN SERVICES 11. Tax Withholding. Boston Financial shall withhold taxes on U.S. resident and non-resident alien Participant accounts if applicable, prepare and file with the U.S. Treasury reports with respect to taxes withheld. 12. Plan Sponsor Instructions. Boston Financial will receive for acceptance instructions (only via hardcopy written form) from Plan Sponsors or Participants for: (i) distributions from Participants' Accounts as authorized by the Plan Sponsors or Participants and (ii) loans as authorized by the Plan Sponsor or Participants. Notwithstanding the above, Plan Sponsors will be solely responsible for reimbursing impacted Participants to the extent a transaction error was caused by a Plan Sponsor or a Participant instruction to Boston Financial and such error caused an investment related loss to a Participant. 13. ML Connect Trading Services for Certain Uni-K Plans. Subject to 7 and Exhibit D-1 of the Schedule, Boston Financial shall, on behalf of Pioneer, (a) Processing. (i) accept and effectuate the purchase, exchange and redemption of Outside Fund shares through ML Connect in accordance with instructions received from the Participants ("Orders"); and (ii) maintain Participant(s)' accounts on TRAC through ML Connect for certain of the Uni-K Plans as identified by Pioneer. In the event that ML Connect is not functioning on a given Business Day, Boston Financial will transmit the net purchase or redemption instructions to the Outside Fund via facsimile transmission no later than 11:00 a.m. E.T. on that Business Day. Net purchase and net redemption transaction Orders shall be settled in accordance with ML Connect rules and procedures, and the settlement of transactions not placed through ML Connect will be effected on the next Business Day in the manner as agreed upon between Boston Financial and the respective Outside Fund. In addition, Pioneer agrees that to the extent NAVs provided through ML Connect are not timely available or delayed for any reason then Boston Financial may use and rely upon a different source (e.g., Bloomberg) to obtain such NAVs so that the processing of Orders is not impeded or disrupted. (b) Rule 22c-2 Compliance. With respect to compliance with Rule 22c-2 under the Investment Company Act of 1940 ("Rule 22c-2"), Pioneer agrees that, to the extent applicable, it is solely responsible for compliance with Rule 22c-2 regarding the Outside Fund shares processed through ML Connect and that for any Rule 22c-2 related requests from an Outside Fund (e.g., to share data, apply redemption fees or block transactions) Pioneer shall direct Boston Financial in writing and Boston Financial shall act upon such written requests as directed. (c) Pre-Transfer Reconciliation. Pioneer shall reconcile all position file discrepancies and/or Participant Account discrepancies between TRAC and ML Connect prior to transferring the Plans to Boston Financial, provided however, to the extent there are any discrepancies that occur during the last business day before the day of the transfer to Boston Financial then Boston Financial shall attempt to resolve such discrepancies but in no event shall Boston Financial be responsible or liable for making any payment to any party in connection with resolving such discrepancies. Pioneer agrees to compensate Boston Financial for resolving pre-transfer discrepancies based upon an agreed hourly rate. 16 EXHIBIT C to SCHEDULE I SUB-TRANSFER AGENCY SERVICES EMPLOYER SPONSORED RETIREMENT PLAN SERVICES (d) Outside Fund Prices and Dividends. Each Business Day, for the Outside Funds processed by Boston Financial through ML Connect, Boston Financial will research and retrieve missing: (i) prices for the equity Outside Funds and (ii) daily dividend rates for equity and non-equity Outside Funds. In addition, Boston Financial will process dividends and capital gains, as applicable, for each of the Outside Funds. 14. Anti-Money Laundering ("AML) Delegated Duties. With respect to Participant accounts associated with: (a) non-ERISA 403(b) Plans, and (b) SIMPLE IRA Plans, Boston Financial shall carry out the AML Delegated Duties set forth in Exhibit A to this Schedule. II. Transaction Processing Resolution and RPO Mail 1. Transaction Processing Resolution. Boston Financial shall respond to inbound and outbound transaction processing related telephone calls from Plan Sponsors, Participants and Advisors in a timely manner. 2. RPO Mail Processing. Boston Financial shall handle return post office mail for Plan Sponsors and Participants in a timely manner. III. Internet Services If requested by Pioneer, Boston Financial will make available certain DST System, Inc. web-based Internet services with respect to Plan Sponsors, Participants and Advisors. Such services will be subject to a separate agreement with DST Systems, Inc. and additional fees as agreed upon by the parties. IV. Services Not Provided For greater clarity, the parties have agreed that Boston Financial shall not provide the following services as part of this Exhibit. . Preparing or providing Plan documents to Plan Sponsors; . Amending Plan documents; . Answering Participant initiated inquires via telephone or in a call center environment; . Responding to Plan Sponsor, Participant or Advisor correspondence; . Performing non-discrimination testing or compliance related services; . Preparing Form 5500s; . Mailing annual notices to Plan Sponsors or Participants; and . Billing Plan Sponsors for Plan related costs or expenses . Arranging for the Plan custodial or trustee services 17 EXHIBIT D to SCHEDULE I SUB-TRANSFER AGENCY SERVICES AS-OF PROCEDURES As a provider of record keeping services to Pioneer for the Funds, Boston Financial follows the Securities and Exchange Commission guidelines in its transaction processing. Boston Financial shall make every effort to ensure that the Funds' transactions receive the price of the Business Day the items are received at Boston Financial if the items are received in good order, prior to 4:00 PM ET (or 12:00 P.M. ET, for Funds priced at that time). Transactions received by Boston Financial in good order after 4:00 PM ET (or 12:00 P.M. ET, for Funds priced at that time) will receive the next Business Day's price. In the event that transactions in the Funds are held and not processed the same Business Day received, Boston Financial shall estimate, whenever possible, all such transactions to the Fund accounting group of Pioneer Investment Management, Inc., a transfer agent affiliate (the "Fund Accountants"). In the event that a transaction in a Fund is not estimated, Boston Financial shall follow the procedures set forth below for monitoring and tracking such as-of transactions. On a daily basis Boston Financial shall: I. Identification. Utilize the DST system to identify each Business Day all share transactions in the Funds which involve purchase and redemption orders that are processed at a time other than the time of the computation of a Fund's net asset value per share ("NAV") next computed after the receipt of such orders ("As-of Transactions). II. Preparation and Authorization of Forms. Prepare a Delay-in-Processing Form for every Fund As of Transaction that is not estimated that explains the reason for the delay in processing this transaction. Each Delay-in-Processing Form shall be reviewed, approved, and signed by the appropriate level of Boston Financial's management prior to processing. The following are the authorization levels for processing of As of Transactions at Boston Financial: Up to and including $50,000 Senior Specialist Up to and including $150,000 Team Coordinator/Manager Up to and including $500,000 Group Manager Over $500,000 Division Manager/Officer A set of responsibility codes will be established by Pioneer and Boston Financial for identifying the party responsible for each As-of Transaction. Boston Financial will provide a report identifying such As-of Transactions and the party responsible to Pioneer if a Fund is impacted. 18 EXHIBIT D to SCHEDULE I SUB-TRANSFER AGENCY SERVICES AS-OF PROCEDURES III. Monitoring Threshold Limits. The dollar amount equivalent to one-half of one cent per share shall be calculated systematically and this amount will represent the threshold limit. If the net effect of the As of Transactions that are determined to be caused by Boston Financial is negative and exceeds the threshold limit, then Boston Financial shall promptly contact Pioneer and the Funds Accountants. Boston Financial will work with Pioneer and the Fund Accountants to determine what, if any, impact the threshold break has on the calculation of a Fund's NAV and what, if any, further action is required. These further actions may include but are not limited to, having the Fund re-price the affected day(s) transactions, Boston Financial re-processing, at its expense, all affected transactions in the Fund that took place during the period, or a payment of the amount needed to make the Fund whole. Consistent with the terms of these procedures, if an error is caused by Boston Financial which results in a loss to the Fund greater than $0.01 per share during a calendar quarter, which loss cannot be mitigated, then Boston Financial will reimburse the Fund. In the event an "as-of" loss is caused solely by Boston Financial, which does not break the $0.01 per share threshold but which is deemed otherwise significant by the parties under the criteria set forth below, then Pioneer and Boston Financial agree to discuss in good faith the root causes for such loss, appropriate corrective measures to prevent reoccurrence, if applicable, and the appropriate resolution of such transaction, including but not limited to, Boston Financial potentially reimbursing the respective Fund for an amount agreed upon by the parties. In the event an "as-of" gain or loss of a Fund class is determined to result from an "as of" transaction between classes of the same Fund as the result of the same event, there will be a matching gain within the same Fund. Boston Financial will advise Pioneer and the Fund Accountants to transfer the gain to the class with the matching loss, after obtaining appropriate approvals from Pioneer and/or the Fund on the Business Day on which the transaction was recorded. Significant As Of Losses. For the purposes of this As Of Transaction Policy and Procedure, an "as-of" loss on a single transaction caused solely by Boston Financial shall be deemed significant if it meets one of the following criteria: For a Fund over $150 million, the loss equals or exceeds 0.015% of the Fund's asset value. For a Fund between $50 million and $150 million, the loss equals or exceeds 0.05% of the Fund's asset value. For a Fund between $5 million and $50 million, the loss equals or exceeds 0.1% of the Fund's asset value. For a Fund up to $5 million in value, the loss equals or exceeds one ($0.1) full cent per share times the number of shares outstanding for such Fund. 19 EXHIBIT D to SCHEDULE I SUB-TRANSFER AGENCY SERVICES AS-OF PROCEDURES Reviewing Reason Codes. Review the month-to-date error report for transactions that may have invalid reason codes. If an invalid reason code is identified, the gain/loss amount shall be moved to reflect the reason code. Documentation will be maintained for those transactions requiring such changes. Monthly Reports: On a monthly basis Boston Financial shall: . Review the monthly detail report and accountability reports and provide copies of those reports to Pioneer. . Prepare a Compliance as-of monthly recap report. Quarterly Adjustments: On a Fund's calendar quarter end, Pioneer shall: . Zero out the previous calendar quarter's net gains or loss on the daily accountability month-to-date threshold section of the daily report by using the current position figure. 20 EXHIBIT D-1 to SCHEDULE I SUB-TRANSFER AGENCY SERVICES ML CONNECT UNI-K TRANSACTION ERROR PROCESSING PROCEDURES Subject to the provisions of Section 7 of this Schedule I and pursuant to paragraph 13 of Exhibit C (ML Connect Trading Services for Certain Uni-K Plans) of this Schedule, Boston Financial shall process Fund share orders as instructed by Uni-K Plan Sponsors and Participants on a current basis through ML Connect. Boston Financial will track all Fund share gains and losses related to Uni-K Transaction Errors on ML Connect as described below. For the purpose of this Exhibit D-1, all references to "Uni-K Transaction Errors" shall mean those that occur with respect to ML Connect only. I. Daily Tracking and Reporting of Gains and Losses. Boston Financial will create a spreadsheet from PowerSelect with the following information: Plan, Participant, Fund Name, Transaction Reason Code and Description, Responsibility Code, Units, Dollar Amount, Current Price, Gain/Loss. Boston Financial will receive the PowerSelect spreadsheet daily. An assigned associate will enter the gain and loss and Fractional/Negative share Cleanup, Manual Trade gain/loss etc on the daily settlement sheet. Boston Financial will also review all gain and loss and assign a responsibility code. The responsibility codes are: BF - Boston Financial, ML - Merrill Lynch, PIM - Pioneer, OTH - Other. Boston Financial will also review Fractional/Negative Share Cleanup and any other gain or loss from manual trades and assign a responsibility code to these items as well. Once the daily settlement sheet is balanced Boston Financial will email the spreadsheet to its Control Department. Boston Financial's Control Department will reconcile the activity in the DDA and create a difference for the total gain/loss, fractional/negative share cleanup, manual trade gain loss on the EB Supersheet item for the day's activity. Prior to creating the difference, Boston Financial's Control Department will tie the amounts to the spreadsheet. Boston Financial's Control Department will then enter the net gain or loss amounts, by responsibility code onto the tracking spreadsheet. Boston Financial's Control Department will confirm that the total gain or loss for the day equals both the created item in the DDA and the total on the Settlement sheet. Each day Boston Financial's Control Department will create a new item for that day's gain or loss and will group the items for the calendar month. If there is a BF, ML, PIM or OTH responsibility code for the gain or loss, Boston Financial's Control Department will split those items out into individual items. On a daily basis, Boston Financial will email Pioneer the gain/loss information for that day. II. Month End and Annual Reporting; Settlement A. Generally. Boston Financial will accrue the daily gain/loss amounts, by responsibility code, for the calendar month. By the third business day of the following month Boston Financial will send a report to Pioneer via email notifying it of gains and losses with respect to the Funds or Plan Participant accounts for the month and any settlement compensation due to or from Boston Financial. Pioneer will review and approve the report and requests for settlement compensation within 3 business days. Once approval is received, Boston Financial's Control Department will move money: (i) from Pioneer write off account for a net loss or (ii) to Pioneer write off account for a gain, within one business day of receiving written approval from Pioneer's designee. Except as stated otherwise in this Exhibit D-1, once Boston Financial loss amount exceeds the Uni-K Threshold Boston Financial will request reimbursement from Pioneer on a weekly basis and Pioneer agrees to pay such reimbursement. 21 EXHIBIT D-1 to SCHEDULE I SUB-TRANSFER AGENCY SERVICES ML CONNECT UNI-K TRANSACTION ERROR PROCESSING PROCEDURES B. Detailed Responsibility Code Tracking and Reporting. As part of the reporting and settlement process described above, Boston Financial shall provide Pioneer with detailed information regarding gains and losses due to errors caused by Boston Financial, Merrill Lynch, Pioneer and other parties. If a loss results from a single Uni-K Transaction Error caused directly and solely by Boston Financial and such loss exceeds five thousand dollars ($5,000), then Boston Financial and Pioneer agree to discuss in good faith the root cause of such loss, the appropriate corrective measures to prevent reoccurrence, if applicable, and the appropriate resolution of such loss, including but not limited to, Boston Financial potentially reimbursing the affected Fund(s) or Plan Participant accounts (but not both) for an amount up to a maximum limit of one hundred thousand dollars ($100,000). The foregoing shall apply regardless of whether or not Boston Financial's Uni-K Threshold for a calendar year (and described in Section 7.04 of the Schedule) has been exceeded and outside of the monthly settlement process; provided however, that Boston Financial will compute such reimbursement by netting the Fund or Plan Participant losses against any gains in that month. With respect to Merrill Lynch errors, the parties agree that Pioneer, and not Boston Financial, shall cover any losses caused by Merrill Lynch errors. To the extent required, Pioneer agrees to compensate Boston Financial for such Merrill Lynch errors through the monthly reporting settlement process described in Section I. above. The parties agree that these procedures are subject to change as mutually agreed upon. 22 EXHIBIT E to SCHEDULE I SUB-TRANSFER AGENCY SERVICES SERVICE LEVEL STANDARDS [To be added by the Parties by amendment.] 23 SCHEDULE II TA2000 Remote Services SCHEDULE NUMBER II TO THE MASTER AGREEMENT BY AND BETWEEN PIONEER INVESTMENT MANAGEMENT SHAREHOLDER SERVICES, INC. AND BOSTON FINANCIAL DATA SERVICES, INC. (the "Master Agreement") TA2000 Remote Services THIS SCHEDULE NUMBER II TO THE MASTER AGREEMENT is made effective as of this 1st day of January, 2012, by and between PIONEER INVESTMENT MANAGEMENT SHAREHOLDER SERVICES, INC. ("Pioneer") and DST SYSTEMS, INC. ("DST"), and is hereby attached to and incorporated into the Master Agreement. WHEREAS, DST has developed a computerized data processing recordkeeping system for securityholder accounting (the "TA2000(R) System") installed on DST computer hardware located in Kansas City, Missouri and using DST software (the "DST Facility" or "DST Facilities") to provide and support remote terminal and data transmission access to the TA2000 System and DST Facilities for the maintenance of securityholder records, processing of information and the generation of output with respect thereto; and WHEREAS, Pioneer has agreed to provide certain (i) registered investment companies, (ii) investment companies exempt from registration, (iii) trusts, (iv) accounts established in connection with Pioneer-sponsored Internal Revenue Service prototype retirement plan vehicles (such as the Pioneer UNI-K/SM/ Plan) each of which may hold assets in non-Pioneer advised funds and (v) other similar collective entities set forth on Exhibit A to the Master Agreement, as amended from time to time (the "Funds") with certain securityholder recordkeeping services; and WHEREAS, Pioneer has entered into the Master Agreement and Schedules with Boston Financial and certain of its Affiliates, and in connection therewith Pioneer desires to obtain the right to use the TA2000 System and DST Facilities to service the Funds; and NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Pioneer and DST hereby agree as follows: SECTION 1. INCORPORATION OF THE MASTER AGREEMENT The terms and conditions of the Master Agreement are hereby incorporated in this Schedule as if fully set forth herein except as modified in this Schedule. All capitalized terms used in this Schedule but not defined herein shall have the meaning ascribed to them in the Master Agreement or, if not defined in the Master Agreement, the meaning ascribed to them in any other Schedule. DST and Pioneer agree that for purposes of this Schedule, DST shall be deemed to have executed the Master Agreement in place of Boston Financial and to have accepted the terms thereof, and Pioneer further agrees that DST and not Boston Financial shall be solely responsible under this Schedule. SECTION 2. USE OF THE TA2000 SYSTEM AND DST FACILITIES 2.01 Subject to the provisions of the Master Agreement and this Schedule, Pioneer hereby agrees to use and/or employ the TA2000 System and DST Facilities to maintain certain securityholder records on behalf of all of certain of the Funds (which at a minimum shall include all of the U.S. registered investment companies which are advised, sponsored or distributed by Pioneer or a Pioneer Affiliate) it services and to generate output with respect to the securityholders of such Funds; and, subject to the provisions of the Master Agreement and this Schedule, DST hereby agrees to provide in accordance with the terms and conditions of this Schedule Pioneer the use of such TA2000 System and DST Facilities to maintain records of information 1 and data transmitted to DST by Pioneer with respect to such securityholder records and to deliver or transmit to Pioneer such output as is generated by the use of such TA2000 System and DST Facilities. 2.02 Pioneer, with computer equipment and through transmission facilities installed on any of its premises, shall transmit to the DST Facilities in Kansas City, Missouri, such information and data that Pioneer, at its sole discretion, determines is to be input and, including at a minimum, that which is required to maintain the records and generate the output required hereunder with respect to the Funds serviced by Pioneer or its designees, or such other arrangements as may mutually be agreed in writing by the parties. 2.03 DST will make on-line availability to the TA2000 System available to Pioneer during the times as set forth on the Service Level Arrangement which shall be added by amendment once finalized by the parties and attached hereto as Exhibit A to this Schedule, which is incorporated into and made a part of this Schedule except for: (i) such holidays as are observed by the New York Stock Exchange, (ii) a failure, inadequacy in the performance of or unavailability of communication lines or communication facilities (including the equipment or computer being used to access the communication lines) outside of the DST Facilities; (iii) a failure, inadequacy in the performance or unavailability of the Internet; (iv) a cause set forth in Section 7.06 (Force Majeure) of the Master Agreement; (v) a disaster which requires DST to process at DST's disaster recovery facility or to implement its Business Contingency Plan; (vi) a failure to perform properly or timely by a third party whose actions are beyond DST's reasonable control, e.g., and without limitation, Pioneer must have successfully completed its processing and allowed DST access to the on-lines by no later than 9:00 p.m. (CT) before DST can commence nightly processing; (vii) a pre-planned extraordinary event (e.g., a hardware or software installation); and (viii) failures less than one (1) hour in duration on the first calendar day of any calendar quarter. Also, to the extent the timely availability of any DST System or service depends on equipment under Pioneer's control (e.g., and without limitation, Pioneer's network, file servers and workstations), Pioneer is responsible for the proper functioning of such equipment and that such equipment properly utilizes DST's software, data and Services. DST shall have no responsibility or liability for the unavailability of a system or Service where such unavailability was caused or contributed to by inadequacies of Pioneer's equipment. Access to the System at other times will be by mutual agreement. 2.04 Pioneer shall be responsible for and pay all applicable costs of all communication circuits necessary to enable Pioneer to utilize the TA2000 System and interface with the DST Facilities. However, if, at Pioneer's election, DST obtains communications circuits, on Pioneer's behalf, DST shall bill the costs of the communications circuits and related network costs and expenses, including DST's monitoring and problem resolution services described below, to Pioneer as a reimbursable expense. In such event, DST shall utilize communications network control and monitoring capabilities to assist Pioneer with the identification and resolution of any problems which appear to be related to the communications circuits obtained by DST on Pioneer's behalf, but DST is not responsible and shall have no liability for inadequacies or failures to perform related to or arising out of such communications circuits prior to their entry into the DST Facilities. In the event Pioneer elects to engage a third party directly to provide the communications circuits, Pioneer shall be responsible for (i) providing connectivity between Pioneer's locations and the DST Facilities necessary for Pioneer to access the TA2000 System; and (ii) for the provision of communications network control and monitoring capabilities to identify and to resolve any problems which occur prior to the entry of such circuits to DST. DST shall, as reasonably possible, assist Pioneer with the identification and resolution of problems with the communication lines to the extent DST has personnel available and free to do so or as otherwise agreed by the parties. SECTION 3. TERM AND TERMINATION 3.01 Subject to termination as hereinafter provided, this Schedule shall be effective upon the date first noted above and shall be co-terminus with the term of the Master Agreement and each new Term of the Master Agreement shall be a new term of this Schedule. 60 SECTION 4. FEES AND EXPENSES 4.01 Pioneer shall pay to Boston Financial the fees and charges for this Schedule in the amounts as set out in Exhibit B of the Master Agreement, as amended from time to time. Exhibit B is annexed hereto and made a part hereof. The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month following the month during which such account is closed and shall cease to be charged in the month following the Purge Date, as hereinafter defined in Section 7.02. 4.02 Pioneer shall reimburse Boston Financial for all reimbursable expenses described on Exhibit B to the Master Agreement. Pioneer shall also reimburse Boston Financial for all reasonable reimbursable expenses incurred by DST at the request of Pioneer which are not covered under Exhibit B of the Master Agreement. 4.03 Pioneer shall add new funds to the TA2000 System upon reasonable prior written or e mail notice, as soon as reasonably practicable but in no event less three (3) days, to DST provided that: (i) the requirements of the new funds are generally consistent with the capabilities of the TA2000 System as then constituted/3/, and (ii) a Pioneer Affiliate (as defined below) shall act as the primary registered investment adviser, sponsor or distributor for such Fund or (iii) such fund is established in connection with Pioneer-sponsored Internal Revenue Service prototype retirement plan vehicles (such as the Pioneer UNI-K/SM/ Plan) which may hold assets in non-Pioneer advised funds. Rates or charges for additional Funds shall be as set forth in Exhibit B to the Master Agreement for the remainder of the contract term except as such Funds use functions, features or characteristics for which DST has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with DST's then-standard pricing schedule. In addition, Pioneer may terminate a Fund or merge two or more Funds upon reasonable prior notice, generally thirty (30) days, to DST. In the event of a Fund termination, all charges except closed account charges shall cease upon the first day of the next month after the termination date and DST shall no longer be required to provide services with respect to such Funds except as mutually agreed to by the Parties. In the event of the merger of two or more Funds, rates and charges for the surviving Fund(s) shall be as set forth in Exhibit B to the Master Agreement for the remainder of the contract term except as such Fund(s) use functions, features or characteristics for which DST has imposed an additional charge as part of its standard pricing schedule and all charges except closed account charges will cease as of the merger date with respect to the Fund or Funds that do not survive a merger date and DST shall no longer be required to provide services with respect to such Funds except as mutually agreed to by the parties. Closed accounts fees for Funds merged out of existence or terminated will continue to be billed in accordance with the fees set forth in Exhibit B to the Master Agreement. SECTION 5. REPRESENTATIONS AND WARRANTIES OF DST 5.01 In addition to the representations and warranties of the Master Agreement, DST represents and warrants that: (a) The TA2000 System will function in all material respects in accordance with the reference manuals provided by DST to Pioneer, provided the TA2000 System is operated by Pioneer in compliance with such reference manuals. -------- /3/ If the TA2000 System is not then capable of satisfying the requirements of the new funds, DST shall be entitled to service such funds under this Agreement if DST is able to modify its operating systems to provide such capabilities by the time such new funds go live. If DST is not able or willing to so modify its systems, then Pioneer shall be free to obtain shareholder accounting, recordkeeping and transaction processing services for such new funds from another system provider. 61 SECTION 6. REPRESENTATIONS AND WARRANTIES OF PIONEER 6.01 In addition to the representations and warranties of the Master Agreement, Pioneer represents and warrants that: (a) It is, and will at all times material hereto continue to be, registered in good standing as a transfer agent with the appropriate regulatory agency (as defined in the Securities Exchange Act of 1934); (b) Each of the Funds is registered under the Investment Company Act of 1940 as a management investment company or unit investment trust, unless indicated otherwise on Exhibit A to the Master Agreement, as amended from time to time; (c) A registration statement under the Securities Act of 1933 has been filed with the Securities and Exchange Commission and appropriate state securities laws filings have been made by each Fund, and no business will be conducted with respect to any Fund except while such statement and filings are effective as to such Fund and such Fund is in compliance with all applicable legal requirements with respect to the shares being offered for sale; and (d) It shall not use the TA2000 System or DST's services in any way that is in violation of or will result in the violation of any law, rule or regulation that is applicable to it or to DST, or which it knows or has reasonable grounds to know will cause it or DST to violate a law, rule or regulation applicable to either of them. SECTION 7. ADDITIONAL COVENANTS OF DST 7.01 DST shall maintain the appropriate computer files of all information and data transmitted to the DST Facilities by Pioneer; provided, however, that DST shall not be responsible or liable for any changes, alterations, modifications therein or failure to maintain the same if Pioneer shall have made such changes, alterations, or modifications or shall be the cause of such failure to maintain the same. It is expressly understood that all such data transmitted by Pioneer and maintained hereunder remains the exclusive property of Pioneer. 7.02 The records to be maintained and preserved by DST under Sections 2.01 and 7.01 of this Schedule shall be maintained and preserved in accordance with the following: (a) Annual Purges by August 31: DST and Pioneer shall mutually agree upon a date for the annual purge of the appropriate history transactions from the Transaction History (A88) file for accounts (both regular and tax advantaged accounts) that were open as of January 1 of the current year, such purge to be completed no later than August 31. Purges completed after this date will subject Pioneer to the Aged History Retention fees set forth in the Fee Schedule attached as Exhibit B to the Master Agreement. (b) Purge Criteria: In order to avoid the Aged History Retention fees, history data for regular or ordinary accounts (that is, non-tax advantaged accounts) must be purged if the confirmation date of the history transaction is prior to January 1 of the current year and history data for tax advantaged accounts (retirement and educational savings accounts) must be purged if the confirmation date of the history transaction is prior to January 1 of the prior year. All purged history information shall be retained on magnetic tape for seven (7) years. 62 (c) Purged History Retention Options (entail an additional fee): For the additional fees set forth on the Fee Schedule attached to the Master Agreement as Exhibit B, Pioneer may choose (i) to place purged history information on the Purged Transaction History (A19) table or (ii) to retain history information on the Transaction History (A88) file beyond the timeframes defined above. Retaining information on the A19 table allows for viewing of this data through online facilities and E-Commerce applications. This database does not support those histories being printed on statements and reports and is not available for on request job executions. 7.03 Throughout the term of this Schedule, DST shall maintain reasonable backup procedures for the protection and safekeeping of the data processing files containing the information and data transmitted by Pioneer. 7.04 DST at all times shall use its best efforts to maintain adequate insurance coverage to satisfy all of its reasonably foreseeable liabilities hereunder. 7.05 In the event that a DST operated system that is accessed remotely by Pioneer fails to function properly by reason of DST's failure to act in good faith, with due diligence and reasonable care and, as a consequence, causes an error or mistake in any record, report, data, information or output provided by DST, DST shall promptly correct and reprocess such records, at DST's expense; provided, Pioneer shall have promptly and timely notified DST in writing of such error or mistake, and, further provided, that Pioneer shall have the obligation of maintaining in an uncorrupted condition and having available backup copies of all data and information that Pioneer transmits to DST (the "Data"). DST shall have no obligation to reconstruct or recompile Data not preserved by Pioneer through backup procedures and DST will not be responsible or liable for the loss of any data or information that DST receives in an invalid, incorrect or otherwise corrupt condition or which is improperly formatted or not in proper form in accordance with the reference manuals provided by DST to Pioneer or the materials posted on the appropriate DST Pioneer Center or website or as provided in Section 8.03 hereof. Pioneer accepts sole responsibility for all Data and the accuracy and adequacy of all Data, excluding any changes to such Data made by DST. 7.06 In event of a disaster rendering the DST Facilities inoperable, DST, provided Pioneer has elected to participate in and has paid the fees for the second site disaster recovery facility (the "Recovery Facility"), shall convert the designated Pioneer records to the Recovery Facility and continue to provide Services to Pioneer in accordance with DST's then current Business Contingency Plan, consisting of numerous scripts that are continuously updated. Pioneer will have the right under this Schedule to review on-site such procedures and plans in accordance with reasonable procedures and at reasonable frequencies. If Pioneer has not been paying its pro rata charge for the availability of the Recovery Facility, DST will assist Pioneer to obtain alternate sources of service. SECTION 8. ADDITIONAL COVENANTS AND INDEMNIFICATIONS OF PIONEER 8.01 Pioneer shall utilize and employ all reasonable control procedures available under the TA2000 System of which Pioneer is advised or which are set forth on the appropriate DST Customer Center or Website and Pioneer shall promptly advise DST of any errors or mistakes in the data or information transmitted to DST's Facilities, the records maintained or output generated hereunder and, using normal audit and control procedures, Pioneer shall verify all output received hereunder. 8.02 Pioneer shall transmit to the DST Facilities, in the formats and form specified by DST, all information and data required in connection therewith so that the output produced by the system shall be complete and accurate when it is generated by the TA2000 System and DST Facilities, and Pioneer shall be responsible and liable for the cost or expense of regenerating any output if Pioneer shall have failed to transmit properly any such data or information, shall have transmitted erroneous information or data, shall 63 have transmitted incorrect information or data and/or shall have failed to verify timely any such data or information when it is generated by the TA2000 System and DST Facilities. 8.03 Pioneer at all times shall use its best efforts to maintain adequate insurance coverage to satisfy all of its reasonably foreseeable liabilities hereunder. 8.04 Pioneer shall be responsible for all state and local taxes, including sales, use and personal property taxes, with respect to all services rendered hereunder, as well as all terminals, modems, routers, and data communications equipment, if any, provided by DST Technologies, Inc. (an affiliate of DST Systems, Inc.) to Pioneer in connection with the services. 8.05 Pioneer's Affiliates shall be subject to the same terms and provisions as is Pioneer in connection with the utilization of DST's services and systems under this Schedule. Pioneer shall be liable and responsible for Pioneer Affiliate's utilization of the DST's services and systems as if Pioneer were utilizing such systems and services itself SECTION 9. DST Output, LLC 9.01 If Pioneer elects to use the printing and mailing services of DST's wholly-owned subsidiary, DST Output, LLC or one of DST Output, LLC's subsidiaries or affiliates ("OTS"), DST shall invoice Pioneer for fees and charges for services rendered by OTS hereunder, if any, as reimbursable expenses under Section 4 of the Master Agreement. SECTION 10. CHANGES AND MODIFICATIONS 10.01 Except as may otherwise be provided in Exhibit B to the Master Agreement, during the term of this Schedule, DST will make available for Pioneer's use all (i) modifications and improvements to the current TA2000 System done within the ordinary course of business and (ii) significant new features or functions added to the TA2000 System. No charges will be assessed for such modifications and improvements unless they become part of the standard DST pricing schedule. For example, if additional charges are imposed generally upon DST's customers who use the TA2000 System on a remote basis for substantial system revisions or modifications necessary to comply with changes in existing laws, rules or regulations, or in industry business practices or methods, or for increases in the cost of operating the TA2000 System which are incurred as a result thereof, DST may charge Pioneer for its pro rata share of such charges (based on number of affected accounts in relation to the entire universe of affected accounts). At Pioneer's expense, DST will use reasonable efforts to make any reasonable changes to the TA2000 System requested by Pioneer ("Client Requested Software"). Charges attendant to the development of Client Requested Software shall be at DST's standard rates and fees in effect at the time. If the cost to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon. Significant new features or functions which are utilized by Pioneer may be charged for on a pro rata basis, as aforesaid. 10.03 DST shall have the right, at any time, and from time to time, to alter and modify any systems, programs, procedures or facilities used or employed in performing its duties and obligations hereunder, provided that DST shall use its reasonable best efforts to minimize any material disruptions or material adverse effects upon Pioneer's ability to use the TA2000 System and further provided that no such alteration or modification shall, without at least sixty (60) days prior written notice, materially adversely change or affect the operations and procedures of Pioneer in using or employing the TA2000 System or DST Facilities hereunder. 64 10.04 All enhancements, improvements, modifications, developments or new features or functions added to or run on DST's Facilities as part of or in conjunction or concurrently with the TA2000 System, including, without limitation, Client Requested Software, shall be, and shall remain, the confidential, exclusive property of, and proprietary to, DST. IN WITNESS WHEREOF, the parties hereto have caused this Schedule to be executed in their names on their behalf by and through their duly authorized officers as of the day and year first above written. This Schedule may be executed by facsimile signature and may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. PIONEER INVESTMENT MANAGEMENT DST SYSTEMS, INC. SHAREHOLDER SERVICES, INC. By: /s/ Tracy Connelly By: /s/ Fred Quatrocky ------------------------------- ------------------------------ Name: Tracy Connelly Name: Fred Quatrocky ------------------------------- ------------------------------ Title: Senior Vice President Title: Vice President ------------------------------- ------------------------------ 65 EXHIBIT A SERVICE LEVEL ARRANGEMENT [To be added by the Parties by amendment.] SCHEDULE III AWD License, Consulting and Maintenance and Support SCHEDULE NUMBER III TO THE MASTER AGREEMENT BY AND BETWEEN PIONEER INVESTMENT MANAGEMENT SHAREHOLDER SERVICES, INC. AND BOSTON FINANCIAL DATA SERVICES, INC. ("Boston Financial") (the "Master Agreement") AWD LICENSE, CONSULTING, AND MAINTENANCE AND SUPPORT SERVICES THIS SCHEDULE NUMBER III TO THE MASTER AGREEMENT, is made effective as of this 1st day of January, 2012, by and between PIONEER INVESTMENT MANAGEMENT SHAREHOLDER SERVICES, INC. ("Pioneer") and DST TECHNOLOGIES, INC. ("DSTTI"), is hereby attached to and incorporated into the Master Agreement. WHEREAS, Pioneer has entered into the Master Agreement and Schedules with Boston Financial and certain of its Affiliates, under which Pioneer desires to license DSTTI's proprietary work management software known as "Automated Work Distributor(TM)" or "AWD(R)", provided by DSTTI, a wholly owned subsidiary of Boston Financial's Affiliate, DST Systems, Inc.; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in the Master Agreement and this Schedule, DSTTI and Pioneer agree as follows: SECTION 1. INCORPORATION OF THE MASTER AGREEMENT. The terms and conditions of the Master Agreement are hereby incorporated in this Schedule as if fully set forth herein except as modified in this Schedule. All capitalized terms used in this Schedule but not defined herein shall have the meaning ascribed to them in the Master Agreement or, if not defined in the Master Agreement, the meaning ascribed to them in any other Schedule. DSTTI and Pioneer agree that solely for purposes of this Schedule, DSTTI shall be deemed to have executed the Master Agreement in place of Boston Financial and to have accepted the terms thereof, and Pioneer further agrees that DSTTI and not Boston Financial shall be solely responsible under this Schedule. SECTION 2. DEFINITIONS For the purpose of this Schedule the following are defined terms: 2.01 "Equipment" shall mean equipment and related operating and utility software normally included with such equipment. 2.02 "Fund" or "Funds" shall mean a registered investment company or investment companies, an investment company or investment companies exempt from registration, trusts and other similar collective investment funds ("Investment Products"), which, with respect to U.S. Investment Products, maintain the majority of their U.S. shareholder records (the "Master Securityholder Files") and process their U.S. shareholder transactions on DST Systems, Inc.'s TA2000(R) System (the "DST System"), which is installed and operated on mainframes at the DST Facilities, DST Systems, Inc.'s Winchester Data Center, pursuant to a TA2000 Remote Service Schedule of even date herewith by and between Pioneer and DST Systems, Inc. (the "Remote Service Agreement") and, with respect to non-U.S. Investment Products, are listed as a CUSIP on the TA2000 System and for whom a Pioneer Affiliate serves as the primary investment adviser or as the manager (that is, manages the entire business affairs of the Fund). 2.03 "Installation Site" shall, subject to Pioneer's compliance with the provisions of Schedule IV to the Master Agreement - the AWD Data Center Remote Services for AWD Hosting Services Schedule 1 (the "AWD Remote Schedule") between Pioneer and DST Systems, Inc., mean the DST AWD Data Center currently located at Poindexter Building at 330 West 9th Street, Kansas City, Missouri 64105 (the "AWD Data Center"), which is a location owned by DST Systems, Inc., or such other location as the AWD Data Center may be moved to. Subject to the terms and conditions contained in the AWD Remote Agreement, Pioneer may change the Installation Site to another location of Pioneer within the United States upon written notice to DSTTI. 2.04 "Non-Server Software" shall mean the Other Peripheral Components and Per-User Components of the System, as described on Exhibit A to this Schedule. 2.05 "Pioneer's Equipment" shall mean the equipment made available by Pioneer that has been configured by Pioneer in accordance with its own needs and preferences to conform to the processing requirements of the System. 2.06 "Release" shall mean an Update to the base Version of the Licensed Software that is associated with significant or material improvements or program corrections. 2.07 "Server Software" shall mean the AWD Server and Peripheral Server Components of the System, as described on Exhibit A. 2.08 "System" shall mean collectively the computer software described on Exhibit A attached hereto (the "Licensed Software") and all related user and system documentation (the "Documentation"), provided, however, the term "System" shall not include any software or software code, including freeware, computer code, or other items or materials that are subject to the GNU General Public License, the Lesser or Library General Public License, the Apache License or any other open source license agreement, that is created or provided by a third party and is incorporated into the Licensed Software ("Embedded Third Party Software"). 2.09 "Third Party Users" shall mean customers of Pioneer who have a right to access the System as provided in Section 6.01 below. 2.10 "Update" shall mean modifications, refinements, enhancements and improvements, including patches, bug fixes and error corrections, that DSTTI makes to the base Version of Licensed Software which DSTTI elects to incorporate into and make a part of the base Version of Licensed Software and which DSTTI does not separately market. DSTTI reserves the right to determine which Updates are incorporated into the base Version of the Licensed Software. 2.11 "Version" shall mean a set of object code and associated documentation of the Licensed Software that is associated with a specific hardware platform, operating system or other technology, which distinguishes it from other forms of the Licensed Software. SECTION 3. EQUIPMENT 3.01 DSTTI agrees to sell, and the Pioneer agrees to purchase Equipment at the purchase price set forth on purchase order(s) provided at such time and in accordance with the terms and conditions set forth herein. 3.02 DSTTI sells the Equipment as is subject to DSTTI's assignment of all of DSTTI's transferable rights under and to manufacturer's warranties and service to Pioneer. The installation, maintenance and operation of the Equipment are the responsibility of Pioneer. 2 3.03 Pioneer's payment for the Equipment shall be simultaneous with DSTTI's obligation to the original manufacturer. If requested by Pioneer, DSTTI agrees that it will provide Equipment, including without limitation, individual workstations, subject to availability to DSTTI from the manufacturer at such prices and on such terms as Pioneer and DSTTI may agree from time to time. 3.04 If requested by the Pioneer, DSTTI agrees that it may provide additional Equipment, including without limitation, individual workstations, subject to availability to DSTTI from the manufacturer at such prices as Pioneer and DSTTI agree. 3.05 Risk of loss or damage to the Equipment shall pass to Pioneer upon delivery to the location designated by Pioneer to which the Equipment is to be shipped, provided Pioneer can refuse delivery if Pioneer reasonably believes the Equipment is damaged. 3.06 Pioneer will pay any freight charges associated with shipping Equipment to or from the Installation Site. SECTION 4. SOFTWARE LICENSE 4.01 DSTTI hereby grants to Pioneer, and Pioneer accepts from DSTTI a non-exclusive, non-transferable license (the "License") to use the machine executable (object code) copy of the Licensed Software and the Documentation in accordance with the terms and conditions of this Schedule. 4.02 Pioneer acknowledges and agrees that the System is the property of DSTTI and its licensors and that this Schedule grants Pioneer no title or rights of ownership in the System or any components thereof or any right to use, copy, transfer or disclose all or any portions of the System except as expressly provided in this Schedule. All changes, additions, and Updates in the Licensed Software or Documentation provided pursuant to the Maintenance and Support Services, as defined below, and all other work product provided by DSTTI as part of the Professional Services, as defined in Section 13; shall remain proprietary to DSTTI and Pioneer shall have a non-exclusive, non-transferable license to such work product for its use pursuant to all of the restrictions and other terms and conditions of the Statement of Work ("SOW"), if applicable, and this Schedule, including, but not limited to, use limitations, the exclusion and limitation of warranties, limitation of liability, and undertakings of confidentiality and non-disclosure. SECTION 5. LICENSE FEES AND PAYMENT TERMS 5.01 The License Fee and terms of payment for the System are specified on Exhibit B to the Master Agreement, which is incorporated herein. All Fees for the initial term for the Maintenance and Support Services are as set forth in Exhibit B to the Master Agreement. Where appropriate, each SOW shall set forth estimated fees for the services to be performed by DSTTI under such SOW. Pioneer shall pay all Invoices rendered under this Schedule to Boston Financial in accordance with the terms and conditions of the Master Agreement. 5.02 On a monthly basis, Pioneer will execute and provide to DSTTI, a report of Pioneer's production AWD User security table(s) to determine the number of Users (the "Monthly Report"). At least quarterly the Pioneer shall provide DSTTI with a written report, setting forth the number of instances of installation of each Component by Component type, as described on Exhibit A, and location, as well as the number of Users on Pioneer's production AWD User security table(s) within AWD. Both such reports shall be executed by an officer or such other person having the authority to bind Pioneer. Upon written notice to Pioneer, and not more frequently than one (1) time per year, DSTTI shall be entitled to audit, where installed, during normal business hours, the number and location of (a) workstations on which the Licensed Software is installed or accessed, and (b) users who are capable of accessing or using the Licensed Software, and (c) instances Peripheral Server Components and/or Other Peripheral Components. DSTTI shall be entitled to bill retroactively for any previously undisclosed users, workstations, Peripheral Server 3 Components, Other Peripheral Components, and Third Party Software from the month in which they were first installed or able to access or use the Licensed Software. DSTTI agrees that such audit, if performed, will not unreasonably interfere with Pioneer's normal business operations. DSTTI may provide the results of any such audit to its licensors solely to the extent the results pertain to such licensor's software applications SECTION 6. USE 6.01 The System, and any part thereof, may be used only by Pioneer for Pioneer or any of Pioneer's Affiliates to process information and documents arising in the normal course of its own business (but not as a service bureau or business process outsourcer) on behalf of the Funds and the businesses of the clients of Pioneer and its Affiliates which use Pioneer retirement plan products and retirement plan services to offer securities issued by the Funds or by issuers unaffiliated with Pioneer as part of a Pioneer IRS prototype plan maintained by Pioneer (the "Pioneer Prototype Plan Business"). The Server Software may only be installed at the Installation Site and a backup site. Pioneer shall give DSTTI written notice of a change in the Installation Site and the location the backup site and any subsequent change. The Non-Server Software may be installed upon or accessed from any workstation owned or operated by Pioneer in the United States without regard to location. The Per-User Components of the System, as described on Exhibit A, may be installed upon or accessed from workstations at locations of Third Party Users; provided, however, that Third Party Users may use such Workstation Software only to access information in connection with such Third Party User's business with Pioneer, Pioneer's Affiliates, Pioneer's Prototype Plan Business and the Funds. Pioneer and its Affiliates may use the System to process the information and documents of Third Party Users where such processing relates to the services provided by Pioneer or its Affiliates to that Third Party User in connection with the business of the Funds, including the Pioneer Prototype Plan Business. Such Third Party Users shall, as a pre-condition to such usage: (i) acknowledge in writing DSTTI's proprietary rights in the System; and (ii) agree in writing to: (a) confidentiality obligations related to Confidential Information of DSTTI at least as restrictive as those set forth herein; and (b) restrictions on the use of the Licensed Software at least as restrictive as those set forth in this Section. Pioneer shall indemnify, defend and hold harmless DSTTI for any losses, damages, costs or expenses incurred by DSTTI resulting from the failure by such third party to meet the terms of this Schedule. Pioneer may use the System to process the information and documents of Third Party Users where such processing is integral to the services provided by Pioneer to that Third Party User. Except as provided above in this Section 6.01, Pioneer shall not (a) permit any third party to use the System or any part of the System or (b) use the System to process the documents or data of any third party. All documents and data processed by the System and output produced by the System shall be the property of and owned by Pioneer, Pioneer's Affiliates or the Funds, save and except where such material remains the property of a Third Party User pursuant to the terms of Pioneer's or its Affiliates' agreement for services with such Third Party User related to the business of the Funds. 6.02 Neither the Licensed Software nor any other DSTTI written software may be used in any way in connection with (i) any mutual funds business, other than that of the Funds or the Pioneer Prototype Plan Business, or (ii) any insurance business unless such DSTTI software was custom designed for Pioneer with an exact disclosure of the intent and purpose for such use. 6.03 Unless specifically stated otherwise, the License granted herein includes the right to copy the Licensed Software in non-printed, machine readable form in whole or in part as reasonably necessary back-up and for Pioneer's own business use. Pioneer agrees to maintain appropriate records of the number and location of all such copies, and to make the records available to DSTTI upon request. To protect DSTTI's trade secrets and copyrights in the System, Pioneer agrees to reproduce and incorporate DSTTI's trade secrets or copyright notice in any permitted copies, modifications or partial copies of the System. Pioneer agrees not to remove any Licensed Software from an Installation Site, except in an emergency (and then only for the period of the emergency) without prior written consent of DSTTI, which consent 4 shall not be unreasonably withheld. Pioneer may not remove or modify any program markings or any notice of DSTTI's or its licensor's proprietary rights. 6.04 Unless specifically stated otherwise, Pioneer may install copies of the Server Software in additional environments and/or at additional Pioneer locations solely for the purposes of disaster recovery, testing, development or other non-production purposes at no additional fee or charge unless otherwise specified. 6.05 Pioneer shall not reverse engineer, decompile, or disassemble the Licensed Software or any portion thereof, or otherwise attempt to create or derive the source code (including, but not limited to, review of data structures or similar materials produced by the System). 6.06 If any use is made of the System (including any expansions of use) other than that which is set forth in this Schedule, then, without prejudice to DSTTI's other rights and remedies, Pioneer will immediately be liable to pay DSTTI an amount equal to the then standard list price for such unauthorized license or user as if DSTTI had granted a License to such user at the beginning of the period of unauthorized use, for the period during which such unauthorized use persists. 6.07 Pioneer shall immediately cease any use of the System (in any form) or any part thereof upon termination of this Schedule. In such an event, Pioneer shall deliver to DSTTI within ten (10) business days all Licensed Software and Documentation in the form provided by DSTTI or as modified by Pioneer and all copies thereof, in whole or in part, made by Pioneer or certify to DSTTI that such Licensed Software or Documentation has been destroyed. 6.08 Unless specifically stated otherwise, Pioneer may install the Server Software at additional Pioneer locations upon advance written notice to DSTTI and the payment of the additional fee set forth in Exhibit B to the Master Agreement. 6.09 Pioneer acknowledges that there may be third party software applications embedded in the System. The use of such third party software is limited to the use as integrated into the Licensed Software. Such third party applications may include source code which such licensors may provide as part of its standard shipment and such source code is subject to the terms of this Schedule. 6.10 Pioneer may not use the System for rental, timesharing, subscription service, hosting or outsourcing. 6.11 Pioneer may not publish the results of any benchmark testing run on the System or any component thereof. 6.12 Third party technology that may be appropriate or necessary for use with the System is specified in the application package documentation or as otherwise notified by DSTTI and such third party technology is licensed to Pioneer under the terms of a third party license agreement specified in the Documentation or as otherwise notified by DSTTI and not under the terms of this Schedule. 6.13 The License granted herein includes the right to use the Licensed Software and the Documentation as provided herein and as necessary to receive and use the services provided by DSTTI under the AWD Remote Schedule. 6.14 Pioneer's Affiliates shall be subject to the same terms and provisions as is Pioneer in connection with the utilization of the Licensed Software under this Schedule. Pioneer shall be liable and 5 responsible for Pioneer Affiliate's utilization of the Licensed Software as if Pioneer were utilizing such software itself. SECTION 7. USE OF DOCUMENTATION 7.01 During the Term, DSTTI hereby grants to Pioneer, the non-exclusive right to reproduce, transmit, distribute, display, adapt, and incorporate the Documentation solely into Pioneer's internal training materials (the "Training Materials") and solely in connection with Pioneer's internal use of the System. Such Training Materials may not be disseminated outside of Pioneer. Pioneer agrees that any Training Materials that incorporate the Documentation shall contain or refer to the copyright or proprietary notices as provided on the AWD Customer Center. Any use of the Documentation by the Pioneer in a manner not expressly authorized by DSTTI or in breach of any terms of this Schedule constitutes copyright infringement, entitling DSTTI to exercise all rights and remedies available to it under copyright laws around the world. 7.02 Pioneer acknowledges and agrees that DSTTI cannot ensure the editing or proper adaptation and incorporation of any Documentation into Pioneer's Training Materials. Pioneer agrees that DSTTI has no liability for any action or inaction with respect to the Documentation content as incorporated into such Training Materials, including updating or failing to update any such Training Materials such updated Documentation. 7.03 Under no circumstances shall DSTTI be liable for any damages whatsoever, whether direct, indirect, incidental, consequential, special, or exemplary (even if DSTTI has been advised of, or has foreseen the possibility of such damages), arising from the access, use, or inability to access or use the Documentation as incorporated into the Training Materials, including, without limitation, claims for loss of revenue or anticipated profits or lost business. 7.04 DSTTI reserves the right, but has no duty, to review the Training Materials. 7.05 Pioneer shall maintain readily accessible and readable copies of the Training Materials during the Term of this Schedule. Upon written request from DSTTI, Pioneer shall promptly make available all Training Materials incorporation the Documentation. SECTION 8. MAINTENANCE AND SUPPORT SERVICES INCLUDED During the Term (as defined below), the maintenance and support services shall be provided by DSTTI (the "Maintenance and Support Services") in accordance with the then current AWD Product Support Guide available on the AWD Customer Center website. SECTION 9. MAINTENANCE AND SUPPORT SERVICES NOT INCLUDED The Maintenance and Support Services includes maintenance and support to the Version of the Licensed Software base system licensed hereunder made pursuant to DSTTI's Annual Maintenance and Support Service Program. Not included within the Maintenance and Support Services under this Schedule are: (i) any new Versions of the Licensed Software; (ii)any professional services whatsoever, including services related to Updates (installation, configuration, etc.) issued by DSTTI; (iii)any support for changes in the Licensed Software base system which have been made outside DSTTI's Annual Maintenance and Support Service Program, whether these changes were made by Pioneer or DSTTI; or (iv)any support for any custom software developed by DSTTI pursuant to a SOW unless such SOW clearly sets forth the fees and other terms and conditions for inclusion of support under this Schedule. 6 Should Pioneer request DSTTI to investigate and/or correct any System error and said error is determined, by DSTTI, to not be caused by the software comprising the Licensed Software base system, DSTTI will bill, and the Pioneer will pay for such services at DSTTI's then prevailing rate and any expenses will be billed to Pioneer at actual cost. Prior to initiating Services to correct any such system error not caused by the software comprising the Licensed Product base system, DSTTI will provide to Pioneer a SOW Form as provided in Section 13. Pioneer must sign the SOW (e-mail with electronic signature permitted) and return it to DSTTI. DSTTI will take no action unless a copy of the SOW bearing the signature of Pioneer is returned to DSTTI. Furthermore, such SOW shall contain fees for the time previously expended diagnosing the error in determining that the error was not caused by the Licensed Software. Services specified above which are not part of the Maintenance and Support Services provided hereunder may be acquired from DSTTI as part of the Professional Services provided under Section 13. The Maintenance and Support Services described above shall be provided for the most current generally available Release of the Licensed Software and for the immediate prior Release within the most current generally available (GA) Version and in accordance with the then current AWD Product Lifecycle Support Policy available on the AWD Customer Center. SECTION 10. CUSTOMER ASSISTANCE AND OBLIGATIONS 10.01 Problem Determination: Pioneer is responsible for performing problem determination and isolation procedures to determine whether the problem is attributed to a component covered by Maintenance and Support Services. 10.02 Pioneer Contacts: Pioneer must designate, by name, a specific individual or group of individuals located within the continental United States who may contact DSTTI for Maintenance and Support Services (the "M&S Contact"). DSTTI may, at DSTTI's option, decline maintenance requests from individuals other than the M&S Contact. 10.03 Pioneer Assistance: Pioneer agrees to provide full cooperation in locating and correcting programming errors, including providing dumps and test time on Pioneer's equipment. DSTTI, when possible, will work with Pioneer to schedule a mutually agreeable time for support activities that require the system to be unavailable to Pioneer. 10.04 Pioneer will notify DSTTI within ten (10) business days of discontinuing the use of the Licensed Software for the backup site or the Installation Site. 10.05 Pioneer shall provide DSTTI with access to the Installation Site, Pioneer's Equipment and any related records or data files as required by DSTTI for the sole purposes of providing Maintenance and Support Services or Professional Services or DSTTI exercising its audit rights specified in Section 5.02. 10.06 Pioneer shall comply with the most current technical specifications recommended by DSTTI for the System, which shall be provided to Pioneer by DSTTI at the time of delivery of such Licensed Software. 10.07 Pioneer shall supply DSTTI personnel with suitable workspace, desks, and other normal office equipment support and supplies, which may be necessary in connection with the Maintenance and Support Services, any Professional Services or for purposes of DSTTI exercising its audit rights specified in Section 5.02. 10.08 Pioneer agrees to purchase any third-party software deemed necessary by DSTTI to successfully operate the System on Pioneer's Equipment. Pioneer shall have the option of purchasing 7 such third-party software: (i) directly from DSTTI or (ii) directly from the third-party vendor. DSTTI provides no representations or warranties with respect to any third-party software purchased through DSTTI; provided however, DSTTI hereby assigns to Pioneer all of DSTTI's transferable rights under and to manufacturer's warranties and service related to such third party software. 10.09 Pioneer shall assign computer systems operations personnel to maintain the System who either: (i) have attended and successfully completed all applicable training; and (ii) possess equivalent skills and are familiar with the data processed by the System. 10.10 In the event that Pioneer requests that DSTTI personnel connect to Pioneer's computer systems, Virtual Private Network ("VPN") technologies over the Internet are the preferred method of connectivity between DSTTI and the Installation Site. SECTION 11. CUSTOMER MODIFICATIONS 11.01 Pioneer shall inform DSTTI in writing of any modification in the applicable Licensed Software made by anyone other than DSTTI. DSTTI shall not be responsible for maintaining such modified portions of the Licensed Software or for maintaining the Licensed Software to the extent affected by such modification. SECTION 12. AWD CUSTOMER CENTER 12.01 In the event Pioneer uses the AWD CUSTOMER CENTER(TM), Pioneer accepts and agrees to all terms and conditions of the DST Customer Centers set forth in Schedule VIII to the Master Agreement. In the event of any conflict or inconsistency between the terms included in Schedule VIII and the other terms of this Schedule which may arise in connection with use of the AWD CUSTOMER CENTER, the terms of Schedule VIII shall take precedence and control. SECTION 13. ADDITIONAL SERVICES OF DSTTI 13.01 DSTTI will perform on a reasonable efforts basis the tasks (the "Professional Services") described on the attached SOWs and on additional SOWs agreed to from time to time by DSTTI and Pioneer. 13.02 Pioneer may at any time request a change in any SOW under this Schedule, and the following change procedure will be followed: A DSTTI Change Request Form ("Change Request") specifying the change or addition to a SOW will be submitted in duplicate by Pioneer. If the change requested is acceptable to DSTTI, DSTTI will estimate the additional fees, if any, resulting from the change and the effect of the change on any work in process and completion dates. DSTTI will then sign the Change Request and return it to Pioneer. No action will be taken by DSTTI unless a copy of the Change Request bearing the signature of an authorized representative of Pioneer is returned to DSTTI. If the requested change is to be included in a project in process, DSTTI will proceed to incorporate the change into such project. An approved Change Request will serve to modify the fee estimate and any schedule set forth in the appropriate SOW. A Change Request or SOW will not be considered valid unless signed by an authorized representative of Pioneer as listed in Exhibit C to the Master Agreement. 13.03 DSTTI shall own all software, software enhancements, documentation, technical notes, tangible and intangible property, and work products required to be delivered and/or produced or created by DSTTI in connection with the Services provided under a SOW ("Deliverables"). Pioneer shall be entitled to use all of such Deliverables pursuant to Section 6.01, above, in conjunction with its use of the System. Notwithstanding anything to the contrary, the parties recognize that from time to time Pioneer may, under this Schedule, disclose Pioneer Confidential Information on which DSTTI shall partly rely to design, structure or develop the Deliverable. Provided that, as developed, such Deliverable contains no identifiable Pioneer Confidential Information, (i) Pioneer hereby consents to DSTTI's use of such Pioneer 8 Confidential Information to design, to structure or to determine the scope of such Deliverable or to incorporate into such Deliverable and that any such Deliverable, regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DSTTI and (ii) Pioneer hereby grants DSTTI a perpetual, nonexclusive license to incorporate and retain in such Deliverables the Pioneer Confidential Information. All Pioneer Confidential Information shall be and shall remain the property of Pioneer. SECTION 14. TERM AND TERMINATION OF SCHEDULE 14.01 Subject to termination as hereinafter provided, this Schedule shall be effective upon the date first noted above and shall be co-terminus with the term of the Master Agreement and each new Term of the Master Agreement shall be a new term of this Schedule. 14.02 Notwithstanding anything to the contrary, this Schedule shall terminate immediately upon the termination of the Master Agreement or Schedule IV--AWD Data Center Remote Services for AWD Hosting--to the Master Agreement. SECTION 15. DELIVERY 15.01 Pioneer and DSTTI agree that the System has been delivered. 15.02 Delivery of Updates shall be via electronic transmission, provided, however, that Pioneer may, upon request, receive one copy of each Update on CD, DVD or other similar media. Additional media-based copies of Updates shall be subject to additional charges as set forth from time to time by DSTTI. SECTION 16. WARRANTIES AND EXCLUSIONS WITH RESPECT TO THE SYSTEM 16.01 For a period of ninety (90) days from the date of installation, DSTTI warrants that (a) the Licensed Software as provided by DSTTI shall perform in all material respects in the manner specified in the Documentation provided to Pioneer as of the date hereof, as updated by DSTTI from time to time (provided that DSTTI shall not update such Documentation to reflect bugs, errors or other software performance deficiencies) and that additional software packages, upgrades and releases provided by DSTTI will not materially degrade individual systems or package performance; provided, in each case, that Pioneer has not modified or altered the Licensed Software and exclusive of conflicts or non-compliance with any non-Licensed Software installed by Pioneer on an affected workstation; and (b) that DSTTI has not placed any virus or any disabling device intended to impair the operation of the Licensed Software, including any software lock, shutdown device, or other disabling, interruption or interference mechanism or device (collectively, "Malicious Code"), and DSTTI is not aware of any Malicious Code being included within the Licensed Software, provided that (i) Pioneer has not modified or altered the Licensed Software, and (ii) the malfunctions of the system are not due to (x) the failure to install promptly an Update provided by DSTTI or (y) conflicts or non-compliance with any non-Licensed Software installed by Pioneer on an affected workstation or system. DSTTI's sole obligations and liability under the preceding sentence are to correct as promptly as reasonably practicable any non-conformity with such warranties and to eliminate any such Malicious Code. 16.02 DSTTI does not warrant that: (i) the System will run properly on all hardware; (ii) the System will operate in the combination of hardware/software which may be independently selected by Pioneer; (iii) the use of the System will be uninterrupted or error-free; (iv) the System will run properly following unauthorized modifications by Pioneer or a third-party; or (v) all System program errors will be corrected. 16.03 DSTTI is not responsible for the following: 9 (a) any changes to Pioneer's database caused by Pioneer or any unauthorized third-party, (b) in the event that Pioneer makes modifications to the System, any repair of database, support of Licensed Software or compatibility of the modified Licensed Software with any equipment, with the unmodified System or with any future Licensed Software releases, or (c) the proper editing, adaptation, or incorporation of any Documentation into Pioneers Training Materials or the updating of or failure to update such Training Materials. 16.04 IN NO EVENT WILL DSTTI'S LICENSORS HAVE ANY LIABILITY TO PIONEER FOR (A) ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL, OR (B) ANY LOSS OF PROFITS, REVENUE, DATA OR DATA USE, ARISING FROM PIONEER'S USE OF SUCH LICENSOR'S SOFTWARE APPLICATION. SECTION 17. ADDITIONAL INDEMNIFICATION 17.01 Except for a claim for indemnification under Section 7.01 of the Master Agreement, no action, at law or in equity, arising out of or connected with this Schedule (other than in connection with services provided under Sections 8 and 13) or DSTTI's performance hereunder, shall be commenced by Pioneer more than twelve (12) months after Pioneer first has knowledge of the facts giving rise to such cause of action. No action, at law or in equity, arising out of or connected with services provided under Sections 8 and 13 hereof shall be commenced by Pioneer more than twelve (12) months after Pioneer first has knowledge of the facts giving rise to such cause of action. Pioneer warrants that it has all necessary power and authority to enter into and perform this Schedule and that this Schedule and performance hereunder, to the best of Pioneer's knowledge, does not violate the terms of any contract, covenant or agreement between it and any third party now existing or hereinafter entered into. Pioneer further represents and warrants that, to the extent that it is using the Licensed Software on equipment not provided to Pioneer by DSTTI, Pioneer has obtained a license or the right to use the operating software that is included in the System. SECTION 18. MISCELLANEOUS 18.01 The Licensed Software and Documentation may be subject to export controls under the U.S. Export Administration Regulations and related U.S. laws. Pioneer shall (i) comply strictly with all legal requirements established under these controls; (ii) cooperate fully with DSTTI in any audit that relates to these controls; and (iii) not export, re-export, divert, transfer or disclose, directly or indirectly ("Export"), Licensed Software and Documentation to any country, or any national or resident thereof, which the U.S. Government determines from time to time is a country to which such Export is restricted without obtaining the prior written authorization of the supplier and the applicable U.S. Government agency. Unless DSTTI determines otherwise, Pioneer will be responsible for complying with all local customs clearance requirements and will be identified as the Importer of Record. 18.02 DSTTI shall, at no additional charge, place the source code pertaining to the Licensed Software in escrow on behalf of Pioneer in accordance with the terms and conditions of the Master Escrow Agreement currently in place between DSTTI and United Missouri Bank, N.A. In the event Pioneer obtains the escrowed source code, DSTTI hereby grants to Pioneer a license, at no extra charge in addition to those set forth in this Schedule, to use, modify and copy the escrowed software solely in order to maintain and support the Licensed Software and solely for use as provided in this Schedule. 10 18.03 Pioneer agrees to serve as a reference for DSTTI and the System. This will involve Pioneer participating in reference calls and hosting a reasonable number of prospect visits as well as allowing DSTTI to list Pioneer as a user of the System within a listing of clients both in print and on DSTTI's website. Pioneer also agrees to allow DSTTI to publish pre-approved press releases and case studies, which approval may not be unreasonably withheld. 18.04 The parties agree that the Uniform Computer Information Transactions Act shall not apply to this Schedule. IN WITNESS WHEREOF, the parties hereto have caused this Schedule to be executed in their names on their behalf by and through their duly authorized officers as of the day and year first above written. This Schedule may be executed by facsimile signature and may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. PIONEER INVESTMENT MANAGEMENT DST TECHNOLOGIES, INC. SHAREHOLDER SERVICES, INC. By /s/ Tracy Connelly By /s/ Fred Quatrocky ---------------------------------- ----------------------------- Name Tracy Connelly Name Fred Quatrocky ---------------------------------- ----------------------------- Title Senior Vice President Title Vice President ---------------------------------- ----------------------------- 11 EXHIBIT A to SCHEDULE III THE AUTOMATED WORK DISTRIBUTOR(TM) (AWD(R)) The table below represents the license quantities and the versions currently being used by Pioneer in accordance with the License Agreement prior to the License of AWD10 (the "Current Configuration").
Number of Operating Component Units System Version --------- --------- --------- ------- Server Components Server 1 AS/400 2.x Per-User Components AWD BPM Named User/4/ 100 Windows 3.x AWD BPM Named Casual User/5/ 6 Windows 3.x AWD/Forms As Needed Windows 2.x EnCorr User As Needed Windows 1.x Peripheral Server Components AWD/Fax 1 Windows 3.x AWD/Business Intelligence 1 Windows 3.x Other Peripheral Components None
The table below represents the license quantities and the versions being used by Pioneer in accordance with the License Agreement after the upgrade to AWD10 (the "New Configuration").
Number of Operating AWD10 Module Units Products Included System Type of Component ------------ --------- ----------------------------------- --------- --------------------------- BPM 1 Process Server Windows Server Component 100 AWD BPM Named User/1/ Windows Per User Component 6 AWD BPM Named Casual User/2/ Windows Per User Component As Needed Screen Design (Replaces AWD/Forms) Windows Per User Component AWD Monitoring/6/ 1/7/ Business Intelligence w/ Dashboard Windows Server Component Communications 1/8/ EnCorr Client and Server Windows Server Component 1 Fax Out Windows Peripheral Server Component
-------- /4/ AWD BPM Named User - can be configured for access to all create, view, inquiry, update, lookup, and work select functionality in the System, excluding all document management and imaging functions. /5/ AWD BPM Named Casual User - One who is not using the System in a call center or processing environment, who has only inquiry access to AW and who does not have "work select" or update capabilities. /6/ If Pioneer changes the Installation Site from the AWD Data Center to any other location, acceptance of additional terms and conditions defined in Exhibit B attached hereto, will be required as well as payment of third party fees for each environment whether production or non-production. /7/ Assumes one (1) production environment. AWD Data Center has the discretion to determine the quantity of non-production environments that will be provided at no charge. /8/ Assumes one (1) production environment. 12 EXHIBIT A to SCHEDULE III THE AUTOMATED WORK DISTRIBUTOR(TM) (AWD(R)) For purposes of Sections 3 and 5 of the License Agreement only, the term "Licensed Software" shall all include the TA2000 Desktop. For clarification, a User is defined as any person identified by an independent entry on the W06 AWD User Security table and will include: (a) any Users who have the ability to utilize the AWD workstation software installed on a workstation to copy documents into the AWD database, to input data, directly or indirectly (through other workstations or servers), to the System, or to access, directly or indirectly (through other workstations or servers), data stored in the AWD database (the "Fat Clients"); and (b) any Users who have the ability to access, directly or indirectly, the System or Client data or records maintained in or on System using a web browser or similar interface in which AWD workstation software may not be fully installed on the workstation being used (the "Thin Clients"); and (c) any Users who have the ability to access, directly or indirectly, the System or Client data or records using an interface that connects to the AWD server and database via published or unpublished integration points in the System (the "Service Layer Clients"); and (d) any Users who have the ability to access, directly or indirectly, the System or Client data or records maintained in or on the System through Metaframe, Citrix, Windows Terminal Server, or any similar software or connection method (the "Virtual Workstation Users"); and Unless otherwise explicitly provided for under the license agreement, no human being may access the System in any manner without having a discrete and independent W06 AWD User Security table entry. For the avoidance of doubt, Client may not utilize any software, systems or interfaces to aggregate access to the System in any manner that utilizes a number of W06 AWD User Security table entries less than the number of human beings accessing the System. If additional AWD components not in the Initial Configuration are added, an addendum in the form of a new Exhibit A will be executed by the parties. 13 EXHIBIT B to SCHEDULE III AWD MONITORING LICENSE ADDENDUM This Agreement is made effective as of January 1, 2012, by and between DST Technologies, Inc. ("DSTTI") and Pioneer Investment Management Shareholder Services, Inc. ("Pioneer"). WHEREAS, Pioneer is a party to a License Agreement (the "License Agreement") which provides for the licensing to Pioneer of use of DSTTI's proprietary work management software known as "Automated Work Distributor"(TM) or "AWD"(R) (the "Software"); and WHEREAS, one component of AWD that Pioneer desires to license pursuant to the License Agreement is Monitoring; and WHEREAS, in addition to the terms contained in the License Agreement, Monitoring is subject to additional terms and conditions contained herein. NOW, THEREFORE, DSTTI and Pioneer agree as follows: 1. Pioneer acknowledges and agrees that the Monitoring component of AWD contains third party software provided by Oracle USA, Inc. ("Oracle"). 2. Pioneer acknowledges and agrees that Oracle is a third party beneficiary of the License Agreement with right to enforce, solely as it relates to software provided by Oracle. 3. If there is a conflict between the terms and conditions of the Agreement and the Addendum, the terms and conditions of this Addendum shall prevail. IN WITNESS WHEREOF, this Addendum is executed by the parties by their duly authorized representatives the day and year first above written. PIONEER INVESTMENT MANAGEMENT DST TECHNOLOGIES, INC. SHAREHOLDER SERVICES, INC. By /s/ Tracy Connelly By /s/ Fred Quatrocky ---------------------------------- --------------------------------- Print Name: Tracy Connelly Print Name: Fred Quatrocky Print Title: Senior Vice President Print Title: Vice President Date: 4/1/2013 Date: 4/1/2013 14 SCHEDULE IV AWD Data Center Remote Services for AWD Hosting Services 15 SCHEDULE NUMBER IV TO THE MASTER AGREEMENT BY AND BETWEEN PIONEER INVESTMENT MANAGEMENT SHAREHOLDER SERVICES, INC. AND BOSTON FINANCIAL DATA SERVICES, INC. ("Boston Financial") (the "Master Agreement") AWD DATA CENTER REMOTE SERVICES FOR AWD HOSTING SERVICES THIS SCHEDULE NUMBER IV TO THE MASTER AGREEMENT, is made effective as of this 1st day of January, 2012, by and between PIONEER INVESTMENT MANAGEMENT SHAREHOLDER SERVICES, INC. ("Pioneer") and DST SYSTEMS, INC. ("DST"), and is hereby attached to and incorporated into the Master Agreement. WHEREAS, subject to Schedule III to the Master Agreement, (the "License Agreement"), Pioneer is a licensee of the proprietary work management software known as "Automated Work Distributor"(TM) or "AWD"(R), provided by DST's wholly owned subsidiary, DST Technologies, Inc. ("DSTTI") and a remote user of DST's TA2000(TM) System under Schedule II to the Master Agreement (the "Remote Service Agreement"); and WHEREAS, Pioneer and Pioneer's Affiliates, as the term "Affiliates" is defined in the Master Agreement, desires (1) to access and use the AWD Server (the "DST AWD Server") owned and operated (and in certain cases may just be operated) by DST to run the AWD Server software licensed by Pioneer under the License Agreement and (2) to access and use certain other peripheral servers (each, a "Peripheral Server" and collectively, the "Peripheral Servers") which are owned and operated (and in certain cases may just be operated) by DST to run the AWD Peripheral Software licensed by Pioneer under the License Agreement, both such DST AWD Server and Peripheral Servers being located at DST's AWD Data Center currently located at: (i) the Poindexter Building, 330 West 9th Street, Kansas City, Missouri 64105; or (ii) the Winchester Building, 7201 E. 64th Court, Kansas City, Missouri 64133 (collectively, the "AWD Data Center") under and pursuant to the terms and conditions set forth in this Schedule. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in the Master Agreement and this Schedule, DST and Pioneer agree as follows: SECTION 1. INCORPORATION OF THE MASTER AGREEMENT. The terms and conditions of the Master Agreement are hereby incorporated in this Schedule as if fully set forth herein except as modified in this Schedule. All capitalized terms used in this Schedule but not defined herein shall have the meaning ascribed to them in the Master Agreement or, if not defined in the Master Agreement, the meaning ascribed to them in any other Schedule. DST and Pioneer agree that for purposes of this Schedule, DST shall be deemed to have executed the Master Agreement in place of Boston Financial and to have accepted the terms thereof, and Pioneer further agrees that DST and not Boston Financial shall be solely responsible under this Schedule. SECTION 2. USE OF THE DST AWD SERVER. 2.01 Subject to the provisions of this Schedule, Pioneer hereby agrees to remotely access and use the DST AWD Server and Peripheral Servers to host the AWD Server Software and AWD Peripheral Server Software licensed by Pioneer from DSTTI under the License Agreement and to remotely access and use the related image storage provided and maintained by DST in connection with Pioneer's use of AWD and DST 1 hereby agrees to provide Pioneer such remote access and use of the DST AWD Server, Peripheral Servers, and related image storage provided and maintained by DST. The specifications for the DST AWD Server, the Peripheral Servers and related image storage are set forth in Exhibit A attached hereto and Section 7.01 of this Schedule. Notwithstanding anything herein to the contrary, Pioneer may only remotely access and use the DST AWD Server, Peripheral Servers and related image storage provided and maintained by DST at the AWD Data Center for Pioneer's own business and that of its Affiliates and only for so long as the use of the AWD Software on Pioneer's workstations is permitted under the License Agreement. It is expressly understood that all data relating to Pioneer and Pioneer's Affiliates and/or the Pioneer mutual funds will be maintained separately and be distinct from data maintained for other DST clients. 2.02 Pioneer and Pioneer's Affiliates, with computer equipment and through transmission facilities installed on its premises or other mutually agreed upon locations, shall transmit to the AWD Data Center, such information and data that Pioneer determines, in Pioneer's discretion but in accordance with DST's operating manuals, is to be input and that is required to use the DST AWD Server, the Peripheral Servers and the related image storage. 2.03 DST will make the DST AWD Server, the Peripheral Servers and related image storage available to Pioneer on a remote basis as defined in Exhibit A attached hereto. The term "holiday" shall have the meaning ascribed thereto by the New York Stock Exchange. Availability is subject to emergency maintenance and unavailability when capacity upgrades cannot be completed during normal maintenance periods as provided in Exhibit A. 2.04 Pioneer shall be responsible for and pay the applicable costs of all communication circuits necessary to enable Pioneer to utilize the DST AWD Server, the Peripheral Servers and related image storage. However, if, at Pioneer's election, DST obtains communications circuits, on Pioneer's behalf, DST shall bill the costs of the communications circuits and related network costs and expenses, including DST's monitoring and problem resolution services described below, to Pioneer as a reimbursable expense. In such event, DST shall utilize communications network control and monitoring capabilities to assist Pioneer with the identification and resolution of any problems which appear to be related to the communications circuits obtained by DST on Pioneer's behalf, but DST is not responsible and shall have no liability for inadequacies or failures to perform related to or arising out of such communications circuits prior to their entry into the AWD Data Center. In the event Pioneer elects to engage a third party directly to provide the communications circuits, Pioneer shall be responsible for (i) providing connectivity between Pioneer's locations and the AWD Data Center necessary for Pioneer to access the DST AWD Server, the Peripheral Servers and image storage systems; and (ii) for the provision of communications network control and monitoring capabilities to identify and to resolve any problems which occur prior to the entry of such circuits to DST. DST shall, as reasonably possible, assist Pioneer with the identification and resolution of problems with the communication lines to the extent DST has personnel available and free to do so or as otherwise agreed by the parties. 2.05 DST's support for Pioneer's use of the DST AWD Server, the Peripheral Servers and related image storage is described on Exhibit A attached hereto. DST will, when used in accordance with product specifications and within the range of mutually agreed upon source volumes, meet the service standards set forth on Exhibit A. SECTION 3. TERM. 3.01 Subject to termination as hereinafter provided this Schedule shall be effective upon the date first noted above and shall be co-terminus with the term of the Master Agreement and each new Term of the Master Agreement shall be a new term of this Schedule. 2 3.02 Notwithstanding anything to the contrary, this Schedule shall terminate immediately upon the termination of the Master Agreement or Schedule III--AWD License, Consulting Services and Maintenance and Support Services--to the Master Agreement. SECTION 4. FEES AND PAYMENT TERMS. 4.01 The Fees for use of the DST AWD Server, the Peripheral Servers, and the related image storage are specified on Exhibit B to the Master Agreement and incorporated herein, and, except as otherwise provided in a Work Request or Proposal, shall commence to accrue as provided on Exhibit B to the Master Agreement. In addition, Pioneer shall reimburse Boston Financial for all reasonable expenses incurred by DST as set forth on Exhibit B to the Master Agreement or a Work Request or proposal. 4.02 Boston Financial's invoices with respect to this Schedule shall be based upon: (a) the number of workstations (whether such workstations are configured as Full Users or Casual Users) on which AWD Workstation Software is installed that have the ability to transmit, directly or indirectly, the AWD Data Center (the "Fat Clients"); plus (b) any servers in excess of those servers included in the workstation fee (the "Additional Servers"), plus (c) any workstations or users (whether such workstations or users are configured as Full Users or Casual Users) that are able to access the AWD Data Center or Client data or records maintained in or on AWD Software through an Internet connection (the "Thin Clients"); plus (d) the number of workstations or users (whether such workstations or users are configured as Full Users or Casual Users) able to access AWD Software through Metaframe software or any other similar product (the "Metaframe Users"). 4.03 At least quarterly Pioneer shall provide DST with a written report, executed by an officer, setting forth the number of servers and workstations (whether on which the Licensed Software is installed or accessed, the number of active users (whether Fat Clients, Thin Clients or Metaframe Users and whether such users are Full Users or Casual Users) who can access the Licensed Software, and the locations of such servers, workstations and users. Up to twice each calendar year, DST may from time to time, upon reasonable notice to Pioneer and during Pioneer's regular business hours (which shall include any hours during which Pioneer is using the Licensed Software) audit the number and location of (a) servers and workstations on which the Licensed Software is installed or accessed, and (b) of users (whether Fat Clients, Thin Clients or Metaframe Users) who are capable of accessing or using the Licensed Software. Boston Financial shall be entitled to bill Pioneer retroactively for any previously undisclosed workstations, servers or users from the month in which they were first installed or able to access or use the Licensed Software. 4.04 Taxes imposed on the use of the DST Server, AWD Server Software and related equipment and storage media, and for any services performed in connection with this Schedule shall be treated in the same manner as Taxes are treated in the License Agreement. SECTION 5. ADDITIONAL SERVICES OF DST 5.01 DST will perform on a reasonable efforts basis the tasks (the "Professional Services") described on Work Requests and/or Proposals as proposed from time to time by DST, and DST will only commence such work upon the written authorization by Pioneer. 5.02 DST shall own all software, software enhancements, documentation, technical notes, tangible and intangible property, and work products required to be delivered and/or produced or created by DST in connection with the Services provided under a Work Request or Proposal ("Deliverables"). Notwithstanding the above, all Deliverables provided by DST under a Work Request or Proposal shall be, upon payment by Pioneer of all fees and expenses relating thereto, licensed to Pioneer on a non-exclusive basis, during the term of this Schedule, without the payment of further fees, for use in connection with Pioneer's internal business operations. For clarification, Pioneer shall not be entitled to any code or software 3 developed by DST in order to provide such Deliverables. In no event may Pioneer disclose any Deliverables to any third party. Notwithstanding anything to the contrary, the parties recognize that from time to time Pioneer may, under this Schedule, disclose Pioneer Confidential Information on which DST shall partly rely to design, structure or develop the Deliverables. Provided that, as developed, such Deliverables contains no identifiable Pioneer Confidential Information, (i) Pioneer hereby consents to DST's use of such Pioneer Confidential Information to design, to structure or to determine the scope of such Deliverables or to incorporate into such Deliverables and that any such Deliverables, regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST and (ii) Pioneer hereby grants DST a perpetual, nonexclusive license to incorporate and retain in such Deliverables the Pioneer Confidential Information. All Pioneer Confidential Information shall be and shall remain the property of Pioneer. SECTION 6. REPRESENTATIONS AND WARRANTIES. 6.01 In addition to the representations and warranties contained in the Master Agreement, DST represents and warrants that: (a) It has and will continue to have and maintain the necessary system and facilities to perform its duties and obligations under this Schedule. (b) The AWD Server Software will function in all material respects in accordance with the reference manuals provided by DST to Pioneer, provided the AWD System is operated by Pioneer in compliance with such reference manuals. (c) Pioneer acknowledges that, given the SEC's refusal to provide any further guidance as to what technologies do and do not comply with the aforementioned rules, it is impossible for DST to obtain certainty that any particular storage device or media is and always will be compliant. DST has no actual knowledge of any fact or circumstance or regulatory guidance issues by the Securities Exchange Commission (the "SEC") that would make the following statements untrue: (1) with respect to images received and created after the date hereof and stored directly onto the AWD System (but not with respect to images converted onto the AWD System which were received by Pioneer prior to the date hereof and thereafter maintained by Pioneer in or on some form or media other than the AWD System and subsequently converted onto the AWD System, if any), the AWD Server Software and Peripheral Software as currently provided to Pioneer by DSTTI is capable of compliance with the requirements of SEC Rules 17a-4(f)(2)(ii), 17a-4(f)(3)(iii), 17a-4(f)(3)(iv)(B), and 17a-4(f)(3)(iv)(C) (the "Recordkeeping Rules"); and (2) DST's operation of the DST AWD Server complies with the Recordkeeping Rules; provided, to the extent that such compliance is a function of the manner in which the AWD Software is used by Pioneer, that such AWD Software is used by Pioneer in compliance with all published specifications therefore and in a manner which is compliant with and fulfills the requirements of those provisions SEC Rule 17a-4(f) which are applicable to the use of the AWD Software. (d) THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, AND ALL SUCH OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE ARE HEREBY DISCLAIMED. 6.02 In addition to the representations and warranties contained in the Master Agreement, Pioneer represents and warrants that: (a) It shall not use the AWD Software, the DST AWD Server, the Peripheral Servers, the image storage or the AWD Data Center in any way that is in violation of or will result in the violation of any law, rule or regulation that is applicable to it or to DST, or which it knows or has reasonable grounds to know will cause it or DST to violate a law, rule or regulation applicable to either of them. 4 SECTION 7. COVENANTS OF DST. 7.01 DST shall electronically store images and associated database records ("Electronically Stored Data") transmitted to the AWD Data Center by Pioneer for the time periods specified in this Section; provided, however that DST shall not be responsible or liable for any changes, alterations, modifications therein or failure to maintain the same if Pioneer shall have made such changes, alterations, or modifications or shall be the cause of such failure to maintain the same. DST will retain such Electronically Stored Data on (i) DASD or (ii) an alternative storage technology ("DASD Alternative") as selected by DST from time to time until the earlier of (i) the termination or earlier expiration of this Schedule (in which case return of such data shall be governed by Section 9.05, or (ii) June 1 of the calendar year following the calendar year during which the seven (7) year anniversary of the date such data was sent by Pioneer to DST occurred. At such time, Pioneer may elect to have DST continue to store Electronically Stored Data on DASD or DASD Alternative as then available at DST beyond the aforementioned seven (7) year period; provided, however DST will charge an additional fee for such continued DASD storage. Alternatively, at such time, Pioneer may elect to have DST transfer such Electronically Stored Data to (1) Pioneer, for Pioneer's continuing retention, or (2) to another storage media supported by DST which other storage media may not have comparable ease of access as DASD. DST reserves the right to charge an additional fee for such transfer and/or continued storage. If Pioneer (i) fails to provide instruction to DST, or (ii) refuses to pay for such additional fee for such continued storage, DST may, after thirty (30) days prior written notice to Pioneer and at DST's sole option and discretion, delete such Electronically Stored Data. Notwithstanding anything contained above, images will be retained on (i) a shared DMX DASD or (ii) an alternative storage technology ("Short Term DASD Alternative") as selected by DST from time to time as a short term storage solution for no less than thirty (30) days after the create date and time stamp assigned by AWD to such image, after which time such image may be moved by DST to (i) a shared DASD or (ii) an alternative storage technology ("Long Term DASD Alternative") as selected by DST from time to time as long term retention, where such image will be retained for the seven (7) year period outlined above. It is expressly understood that all such Electronically Stored Data transmitted by Pioneer and maintained hereunder remains, as between DST and Pioneer, the exclusive property of Pioneer. (b) Notwithstanding anything contained in (a) above, all Electronically Stored Data related to Accounts which were purged from DST's TA2000 System under the Remote Service Agreement will, within ninety (90) days of such purge date, be deleted from DASD or DASD Alternative. At such time, Pioneer may elect to have DST continue to store Electronically Stored Data on DASD or DASD Alternative as then available at DST beyond the aforementioned period; provided, however DST will charge an additional fee for such continued DASD storage. 7.02 DST shall at all times use reasonable commercial efforts in providing the AWD Software and performing services under this Agreement. Throughout the Term, DST shall comply with Exhibit D to the Master Agreement (Information Protection Program), which is made a part of this Schedule and applies to the Services. DST will be reasonably available to meet with and provide reasonable assurances to Pioneer concerning its data security procedures. With respect to any claims for losses, damages, costs or expenses which may arise directly or indirectly from the procedures, including the use of encryption technology, implemented for purposes of protecting the integrity, confidentiality or secrecy of, and the unauthorized interception, corruption, use of, or access to, any data or information transmitted via the AWD Software and the DST Facilities, as described in Exhibit D to the Master Agreement, which DST has implemented or omitted, DST shall be presumed to have fulfilled its obligations if it has followed, in all material respects, at least those Security Procedures described in Exhibit D to the Master Agreement. 5 7.03 DST shall maintain disaster recovery capabilities by providing backup to a second server located at a second facility through the use of replication software, as set forth in Exhibit A. 7.04 In the event a malfunction of the DST AWD Server or a Peripheral Server causes an error or mistake in any record, report, data, information or output provided by DST under the terms of this Schedule, DST shall, as its sole obligation and Pioneer's sole remedy, correct and reprocess such records at DST's expense; provided, Pioneer shall have promptly and timely notified DST in writing of such error or mistake. 7.05 DST shall, on behalf of Pioneer, file with the U.S. Securities and Exchange Commission (the "SEC") the undertaking required by Section 17Ad-7(f)(6)(i), adopted under the Securities Exchange Act of 1934, and is hereby authorized to make or provide any records maintained by DST on behalf of Pioneer available to the SEC upon request as required by such rule and undertaking. SECTION 8. COVENANTS OF PIONEER. 8.01 Pioneer recognizes that DST will, at all times during the Term and any subsequent Renewal Term, host Versions and Releases of the AWD Server Software and the Peripheral Server Software installed on the DST AWD Server and the Peripheral Servers (the "Hosted Software") that are supported by DSTTI. In the event DSTTI ceases to provide maintenance and support for the Versions and Releases of the Hosted Software then being hosted by DST hereunder, Pioneer will license supported Versions and Releases as soon as practical after the announcement by DSTTI of the sunset of the prior Version/Release. The timing of the migration to the supported Version/Release shall be as mutually agreed, but not later than a time that is commercially reasonable for such conversion to be completed prior to the sunset of the prior Version/Release. In the event DST elects, at Pioneer's request, to continue to host a Version and Release of the AWD Server Software and Peripheral Server Software that are no longer supported by DSTTI, the System Availability commitments specified on Exhibit A shall no longer apply. 8.02 Pioneer shall transmit or cause to be transmitted to the AWD Data Center, in the formats and form specified by DST, all information, data or other documentation required or desirable in connection with Pioneer's use of the DST AWD Server, the Peripheral Servers, or the AWD Data Center so that the input shall be complete and accurate when it is received by the AWD Data Center. Pioneer shall advise DST of any (i) errors or mistakes in the data, information or documentation transmitted to the AWD Data Center, (ii) errors or mistakes in the records maintained (or intended to be maintained) on the DST AWD Server, the Peripheral Servers, and/or the related image storage systems, (iii) errors or mistakes in the output generated hereunder or (iv) any other issues with respect to Pioneer's use of the DST AWD Server, the Peripheral Servers, the AWD Data Center, any third party software operated by or hosted by the AWD Data Center and/or the operation of the AWD Server Software or the Peripheral Server Software. Using normal audit and control procedures, Pioneer shall verify (i) that all data, information and documentation transmitted to the AWD Data Center hereunder is properly input into the AWD System and is accessible by Pioneer hereunder and (ii) all output received hereunder. Notification of any errors or mistakes or other issues shall be provided promptly under the circumstance (but no later than 24 hours after Pioneer knows or reasonably should know of such error or mistake or other issue). Pioneer shall be responsible and liable for any resulting Losses and the cost or expense of regenerating any output if Pioneer shall have (i) failed to utilize and employ a reasonable control procedure available on the AWD System of which Pioneer is advised or which are set forth on the appropriate DST Customer Center, (ii) failed to transmit properly any information, data or documentation, (iii) transmitted erroneous or incorrect information, data, or documentation, or (iv) failed or delayed to notify DST of any error or mistake in (x) any record, report, data or information sent to DST, (y) the records maintained or supposed to be maintained on the DST AWD Server, the Peripheral Servers, and/or the related image storage systems or (z) the output provided by DST. 6 8.03 In the event Pioneer uses the AWD DATA CENTER CUSTOMER CENTER(TM), Pioneer accepts and agrees to all terms and conditions of the Customer Center Usage and Non-Disclosure Agreement set forth in Schedule VIII to the Master Agreement. 8.04 Pioneer will, at all times during the term hereof, obtain and pay for DSTTI's standard maintenance and support for the AWD Software. 8.05 Pioneer's Affiliates shall be subject to the same terms and provisions as is Pioneer in connection with the utilization of DST's services and systems under this Schedule. Pioneer shall be liable and responsible for Pioneer Affiliate's utilization of the DST's services and systems as if Pioneer were utilizing such systems and services itself 8.06 Pioneer acknowledges and agrees that Pioneer is responsible for the management of user Identities and passwords for Pioneer's directors, officers, employees and agents ("Representatives") to enable Representatives to access AWD Software and to deactivate such user Identities and passwords immediately if Pioneer determines any Representative should no longer have access to the AWD Software. Pioneer is responsible for ensuring that its Representatives do not share their unique user identities or passwords with any other individuals; its Representatives understand the need and take appropriate measures to keep their respective user identities and passwords secret and confidential; each computer network and individual workstation where one of its Representatives will access the AWD Software is physically and electronically secure and has not been configured to allow user identities or passwords to be "remembered" and automatically entered when accessing the AWD Software. DST is authorized to make available to any person or entity who supplies a valid appropriate user identity and password all data and access associated with such user identity. The Person supplying the appropriate user identity and password shall be considered an authorized Representative of Pioneer, and DST may rely on such user identity information without further duty to inquire. Pioneer acknowledges and agrees that DST is not responsible, and Pioneer will indemnify, defend and hold DST harmless from and against any Loss, arising from any person having access to the AWD Software and Pioneer's documents, images and records if such persons access the AWD Software through a valid user ID and password. SECTION 9. TERMINATION. 9.01 This Schedule shall terminate contemporaneously with the termination of the License Agreement. 9.02 Notwithstanding any other provision of this Schedule, in the event DST is required to retain or maintain any of Pioneer's documents, images and records or any other Pioneer Confidential Information, as defined below, beyond the termination of this Schedule by a court order, subpoena or any administrative or governmental agency, then Pioneer will continue to pay Boston Financial the costs of such continued retention and services based on the fees provided in Exhibit B to the Master Agreement until such time as DST is permitted by applicable legal requirements to dispose of such documents, images and records. 9.03 Upon expiration or any termination of this Schedule, if Pioneer requests recovery by DST of its data and the delivery of such data to Pioneer, DST will provide such data in a format mutually agreed to by the parties, and Pioneer shall pay to Boston Financial the cost of such recovery and delivery at DST's then current rates, plus the actual cost of reasonable out of pocket expenses incurred. Such conversion services shall be subject to the terms of a Work Request or Proposal as provided in Section 5.01 of this Schedule. 7 IN WITNESS WHEREOF, the parties hereto have caused this Schedule to be executed in their names on their behalf by and through their duly authorized officers as of the day and year first above written. This Schedule may be executed by facsimile signature and may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. PIONEER INVESTMENT MANAGEMENT DST SYSTEMS, INC. SHAREHOLDER SERVICES, INC. By /s/ Tracy Connelly By /s/ Fred Quatrocky ---------------------------------- --------------------------------- Name Tracy Connelly Name Fred Quatrocky Title Senior Vice President Title Vice President 8 EXHIBIT A to SCHEDULE IV OPERATIONAL SPECIFICATIONS [To be added by the Parties.] 9 SCHEDULE V DST FAN Mail Services - Mutual Funds 10 SCHEDULE NUMBER V TO THE MASTER AGREEMENT BY AND BETWEEN PIONEER INVESTMENT MANAGEMENT SHAREHOLDER SERVICES, INC. AND BOSTON FINANCIAL DATA SERVICES, INC. ("Boston Financial") (the "Master Agreement") DST FAN MAIL SERVICES - MUTUAL FUNDS THIS SCHEDULE NUMBER V TO THE MASTER AGREEMENT, is made effective as of this 1st day of January, 2012, by and between PIONEER INVESTMENT MANAGEMENT SHAREHOLDER SERVICES, INC. ("Pioneer") and DST SYSTEMS, INC. ("DST"), and is hereby attached to and incorporated into the Master Agreement. WHEREAS, Pioneer has entered into the Master Agreement and Schedules with Boston Financial and certain of its Affiliates, under which Pioneer desires to utilize DST FAN Mail Services made available by DST from time to time pursuant to this Schedule. NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows. ARTICLE I INCORPORATION OF THE MASTER AGREEMENT The terms and conditions of the Master Agreement are hereby incorporated in this Schedule as if fully set forth herein except as modified in this Schedule. All capitalized terms used in this Schedule but not defined herein shall have the meaning ascribed to them in the Master Agreement or, if not defined in the Master Agreement, the meaning ascribed to them in any other Schedule. DST and Pioneer agree that for purposes of this Schedule, DST shall be deemed to have executed the Master Agreement in place of Boston Financial and to have accepted the terms thereof, and Pioneer further agrees that DST and not Boston Financial shall be solely responsible under this Schedule. ARTICLE II DEFINITIONS The following definitions shall apply to this Schedule. Additional terms may be defined in this Schedule and in the exhibits which describe the FAN Mail Services to be provided by DST for Pioneer. . "Distribution Support Services Web Site" shall mean the collection of electronic documents or pages residing on the DST controlled World Wide Web address (currently, https://www.dstdss.com), linked to the Internet and accessible by hypertext link through the World Wide Web, which Pioneer may access to view information about Recipients and approve/deny access requests by Recipients. . "DST Web Site" shall mean the collection of electronic documents or pages residing on DST's computer system, linked to the Internet and accessible by hypertext link through the World Wide Web, where the data fields and related screens provided by DST may be viewed by Recipients who access such site. . "FAN Mail(R)" shall mean the DST-designed, developed and instituted system known as "Financial Adviser Network Mail/TM/" or "FAN Mail," which enables DST to make data from DST's TA2000(R) mutual fund recordkeeping systems and data provided to DST, in the format specified by DST, from other mutual fund recordkeeping systems or recordkeeping systems maintained by third parties for other Financial Products, available through the Internet to authorized Recipients. 1 . "FAN Mail Services" shall mean the services provided by DST utilizing FAN Mail, the Distribution Support Services Web Site, the Internet, and other systems provided by DST and telecommunications carriers, as described in the Service Exhibits which are attached to this Schedule from time to time. . "Financial Products" shall mean mutual funds, annuity, variable annuity or variable universal life contracts or real estate investment trusts or limited partnerships or other similar financial products, and "Financial Product Units" shall mean the shares or units of a Financial Product held by a record owner. . "Person" shall mean an individual, corporation, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. . "Recipient(s)" shall mean the Persons described herein to whom data is made available utilizing FAN Mail Services, including specified authorized agents of record owners of Financial Product Units, including registered financial advisers, financial planners and other financial intermediaries. . "Security Procedures" shall mean the procedures, which may include the use of encryption technology, implemented for purposes of protecting the integrity, confidentiality or secrecy of, and the unauthorized interception, corruption, use of, or access to, any data or information made available via FAN Mail Services. ARTICLE III USE OF FAN MAIL SERVICES BY PIONEER Section 2.1 Selection of FAN Mail Services. DST will perform, and Pioneer has selected, the FAN Mail Services described on the Service Exhibits attached to this Schedule. New Service Exhibits describing additional FAN Mail Services may be added to this Schedule from time to time by mutual written Schedule of DST and Pioneer, and such additional FAN Mail Services shall be subject to the terms of this Schedule. Section 2.2 DST Responsibilities. During the Term and subject to the provisions of this Schedule, DST shall, at its expense (unless otherwise provided for herein or in a Service Exhibit) perform the FAN Mail Services as described in each Service Exhibit, including provision of all computers, telecommunications equipment and other equipment reasonably necessary at its facilities to provide the FAN Mail Services. Section 2.3 Delivery Methods. The delivery method for FAN Mail Services shall be specified in the applicable Service Exhibits. DST may at any time change the method of delivery or develop an internal delivery system. Section 2.4 Pioneer Responsibilities. Pioneer shall at its expense (unless otherwise provided for herein) fulfill the Pioneer obligations, if any, set forth in each Service Exhibit to this Schedule. Section 2.5 Scope of DST Obligations. DST shall at all times use reasonable commercial efforts in performing FAN Mail Services under this Schedule. In the absence of breach of its duties under this Schedule, DST shall not be liable for any loss or damage suffered in connection with the use of FAN Mail Services. With respect to all instructions given to DST by Pioneer, DST shall be presumed to have fulfilled its obligations if it has acted in accordance with the instructions provided by Pioneer. With respect to any claims for losses, damages, costs or expenses which may arise directly or indirectly from Security Procedures which DST has implemented or omitted, DST shall be presumed to have fulfilled its obligations if it has followed, in all material respects, at least those Security Procedures described in the Security Procedures 2 attachment to each Service Exhibit to this Schedule. DST may, but shall not be required to, modify such Security Procedures from time to time to the extent it believes, in good faith, that such modifications will not diminish the security of FAN Mail Services. All data and information made available via FAN Mail Services are for informational purposes only, and are not intended to satisfy regulatory requirements or comply with any laws, rules, requirements or standards of any federal, state or local governmental authority, agency or industry regulatory body, including the securities industry, which compliance is the sole responsibility of Pioneer. Pioneer acknowledges and agrees that its Recipients are responsible for verifying the accuracy and receipt of all data or information made available via FAN Mail Services. Pioneer is responsible for advising its Recipients of their responsibility for promptly notifying the appropriate transfer agent of any errors or inaccuracies relating to Financial Product Unit holder data or other information made available via FAN Mail Services. ARTICLE IV FEES Section 3.1 Fees for FAN Mail Services. As consideration for the performance by DST of the FAN Mail Services, Pioneer will pay Boston Financial the fees relating to each such service as set forth in Exhibit B to the Master Agreement. ARTICLE V PROPRIETARY RIGHTS Pioneer acknowledges and agrees that it obtains no rights in or to any of the software, templates, screen and file formats, interface protocols, formats and development tools and instructions, hardware, processes, trade secrets, instruction manuals, enrollment authorization, authentication and other business processes, proprietary information or distribution and communication networks utilized by DST to provide FAN Mail Services, all of which are owned by or licensed to DST. Any software, interfaces and interface formats and protocols developed by DST shall not be used to connect Pioneer to any transfer agency system or any other Person or otherwise used by Pioneer for any purpose other than utilizing FAN Mail Services in accordance with this Schedule, without DST's prior written approval. Pioneer shall not copy, decompile or reverse engineer any software provided to Pioneer by DST. Pioneer also agrees not to take any action which would mask, delete or otherwise alter any DST on-screen disclaimers and copyright, trademark and service mark notifications provided by DST from time to time, or any "point and click" features relating to Recipient acknowledgment and acceptance of such disclaimers and notifications. ARTICLE VI TERM AND TERMINATION Section 5.1 Term. Unless terminated earlier as provided in this Article VI, this Schedule shall be effective as of the date first noted above and shall continue in force and effect until the expiration or termination of the last Service Exhibit between DST and Pioneer then in effect (the "Term"). Section 5.2 Termination. Throughout the Term, either Party shall have the right to terminate this Schedule, including all Service Exhibits then in effect, on written notice to the other Party of the other Party's material breach of this Schedule and such Party's failure to cure such breach within thirty (30) days. Additionally, DST shall have the right, upon thirty (30) days prior written notice to Pioneer, to terminate this Schedule, and all Service Exhibits then in effect, in the event of the termination of the Master Agreement or Schedule II - TA2000 Remote Services - to the Master Agreement. Section 5.3 Effect of Termination. In the event of a termination under the provisions of this Article VI, the Parties will have no continuing obligations to one another other than the obligation to return to one another the confidential or proprietary materials of the other in their possession. 3 ARTICLE VII INDEMNIFICATION; LIABILITY LIMITATIONS Section 6.1 No Other Warranties. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS SCHEDULE, THE FAN MAIL SERVICES AND ALL SYSTEMS DESCRIBED IN THIS SCHEDULE AND ITS EXHIBITS ARE PROVIDED "AS-IS," ON AN "AS AVAILABLE" BASIS, AND DST HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING SERVICES PROVIDED BY DST HEREUNDER, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. Section 6.2 Limitation of Liability. Under no circumstances shall DST be liable for indirect, incidental, consequential, special, exemplary or punitive damages (even if DST has been advised of or has foreseen the possibility of such damages), arising from the use or inability to use any of the FAN Mail Services, or under any provision of this Schedule, such as, but not limited to, loss of revenue or anticipated profits or lost business. Without limiting any of the foregoing terms of this Section, DST's liability in connection with the performance of FAN Mail Services under the terms of this Schedule, or under any theory of law, tort or otherwise, shall not exceed (i) as to any single claim an amount exceeding the aggregate fees received by DST pursuant to Article III during the three months immediately preceding the act or occurrence from which the claim arises, and (ii) as to all claims, an amount exceeding the aggregate fees received by Boston Financial with respect to this Schedule pursuant to Article III during the most recent twelve (12) month Term of the Service Exhibit relating to the FAN Mail Service with respect to which the claims arise. Section 6.3 Indemnity. Pioneer acknowledges that, if authorized by Pioneer, DST will make Pioneer's data available to Recipients and other third parties over the Internet. Pioneer acknowledges and agrees that DST has no control over, and no responsibility for, the authorized or unauthorized disclosure, dissemination, alteration or use of data by such Recipients or such other third parties or by any other party that may obtain access to the data through the Internet or from such Recipients or other third parties or in any other manner. Pioneer hereby indemnifies and holds DST harmless from, and shall defend it against any and all claims, demands, costs, expenses and other liabilities, including reasonable attorneys' fees, arising in connection with the use of, or inability to use, the FAN Mail Services by any Recipient, except to the extent such liabilities result directly from the failure by DST to perform its obligations under this Schedule. ARTICLE VIII CONFIDENTIALITY Section 7.1 DST Confidential Information. In addition to the provisions of Section 9 of the Master Agreement, Pioneer acknowledges and agrees that the terms and conditions of this Schedule, FAN Mail (including by way of example and without limitation all Security Procedures, processes, algorithms, designs, techniques, code, screen and data formats, interface formats and protocols, and structures contained or included therein) and other information obtained by it concerning the other software, software applications, equipment configurations, and business of DST (the "DST Confidential Information") is confidential and proprietary to DST. Pioneer further agrees to use the DST Confidential Information only as permitted by this Schedule, to maintain the confidentiality of the DST Confidential Information and not to disclose the DST Confidential Information, or any part thereof, to any other person, firm or corporation. Pioneer acknowledges that disclosure of the DST Confidential Information may give rise to an irreparable injury to DST inadequately compensable in damages. Accordingly, DST may seek (without the posting of any bond or other security) injunctive relief against the breach of the foregoing undertaking of confidentiality and nondisclosure, in addition to any other legal remedies which may be available. Pioneer consents to the obtaining of such injunctive relief and in any proceeding upon a motion for such injunctive relief, Pioneer's ability to answer in damages shall not be interposed as a defense to the granting of such injunctive relief. 4 Section 7.2 Pioneer Confidential Information. In addition to the provisions of Section 9 of the Master Agreement, DST acknowledges and agrees that the terms and conditions of this Schedule, any information obtained by DST concerning the software and software applications (including by way of example and without limitation all data in the Files and algorithms, designs, techniques, code, screen and data formats and structures contained or included therein), equipment configurations, personal information regarding the customers and consumers of Pioneer and business of Pioneer (the "Pioneer Confidential Information") is confidential and proprietary to Pioneer. DST hereby agrees to use the Pioneer Confidential Information only as permitted by this Schedule, to maintain the confidentiality of the Pioneer Confidential Information and not to disclose the Pioneer Confidential Information, or any part thereof, to any other person, firm or corporation. DST acknowledges that disclosure of the Pioneer Confidential Information may give rise to an irreparable injury to Pioneer inadequately compensable in damages. Accordingly, Pioneer may seek (without the posting of any bond or other security) injunctive relief against the breach of the foregoing undertaking of confidentiality and nondisclosure, in addition to any other legal remedies which may be available. DST consents to the obtaining of such injunctive relief and in any proceeding upon a motion for such injunctive relief, DST's ability to answer in damages shall not be interposed as a defense to the granting of such injunctive relief. Section 7.3 Limitations; Survival. The provisions of this Article VIII shall not apply to any information if and to the extent it was (i) independently developed by the receiving Party as evidenced by documentation in such Party's possession, (ii) lawfully received by it free of restrictions from another source having the right to furnish the same, (iii) generally known or available to the public without breach of this Schedule by the receiving Party or (iv) known to the receiving Party free of restriction at the time of such disclosure. The Parties agree that immediately upon termination of this Schedule, without regard to the reason for such termination, the Parties shall forthwith return to one another all written materials and computer software which are the property of the other Party. All of the undertakings and obligations relating to confidentiality and nondisclosure in this Schedule shall survive the termination or expiration of this Schedule for a period of ten (10) years, except with respect to any non-public personal information as defined under federal and state privacy laws, for which information the undertakings and obligations relating to confidentiality and nondisclosure in this Schedule shall survive the termination or expiration of this Schedule for the period of time required by such applicable law. ARTICLE IX FORCE MAJEURE Pioneer acknowledges that the Internet is not a secure or reliable environment, and that the ability of DST to deliver FAN Mail Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties. DST shall not be liable for any delays or failures to perform any of its obligations hereunder to the extent that such delays or failures are due to circumstances beyond its reasonable control, including acts of God, strikes, riots, terrorist acts, acts of war, power failures, functions or malfunctions of the Internet, telecommunications services, firewalls, encryption systems and security devices, or governmental regulations imposed after the date of this Schedule. 5 IN WITNESS WHEREOF, the Parties hereto have set their hands by their authorized representatives as of the Effective Date. PIONEER INVESTMENT MANAGEMENT DST SYSTEMS, INC. SHAREHOLDER SERVICES, INC. By /s/ Tracy Connelly By /s/ Fred Quatrocky ------------------------------- ------------------------------ Name: Tracy Connelly Name: Fred Quatrocky Title: Senior Vice President Title: Vice President 6 SERVICE EXHIBIT BASIC FAN MAIL SERVICES - TA2000 1. Basic FAN Mail Services. Pioneer has requested, and DST will provide, for the Term set forth on the signature page of this Service Exhibit, Basic FAN Mail Services as one of the FAN Mail Services pursuant to the terms of the Master Agreement for DST FAN Mail Services (the "Agreement") between Pioneer and DST. 2. DST Responsibilities. In connection with its performance of Basic FAN Mail Services, DST shall: (a) Receive data ("Files") from Pioneer or extract Files from TA2000 as instructed by Pioneer, address the Files to Recipients who have been designated by Pioneer to receive the Files and who have completed the enrollment process for Basic FAN Mail Services described below, and make the Files available to such Recipients. Files will be made available through the Internet via hypertext link to the DST Web Site. DST shall provide each Recipient utilizing the Internet with a recipient ID (the "Recipient ID") and a password (the "Password") in accordance with the then current Recipient Enrollment and Authorization Procedures and shall permit access to the file(s) associated with a given Recipient ID and Password whenever the appropriate Recipient ID and Password is received at the DST Web Site. Each Recipient is responsible for accessing and retrieving such Recipient's Files. (b) Make available to Recipients the Files set forth on the File and Usage Fee Schedule attached to this Service Exhibit. DST may, from time to time, and upon notice to Pioneer, add and/or delete Files from the File and Usage Fee Schedule. (c) Perform the following administrative functions: maintain a data base which contains the Recipient's name, address, electronic mailing address, forty-five (45) day history of Files made available and list of Recipients by dealer/adviser number; provide billing to Pioneer; reasonably assist Pioneer and Recipients to establish FAN Mail links; monitor transmissions and provide ongoing technical support for FAN Mail; and maintain a Website facilitating enrollment for Recipients of Pioneer's Files. (d) Establish links between Pioneer, the DST Web Site and the Distribution Support Services Web Site, provide telephone support to Pioneer and Recipients respecting use of FAN Mail, use reasonable efforts to resolve problems, and establish and maintain the DST Web Site so it is available. (e) Perform all other DST obligations as set forth in the Agreement. 3. Pioneer and Recipient Responsibilities. During the Term and subject to the provisions of this Agreement, Pioneer shall at its expense (unless otherwise provided for herein) fulfill Pioneer obligations as follows: (a) Pioneer. Pioneer must: (i) Comply with all Recipient Enrollment and Authorization Procedures described in the Basic FAN Mail Services Security Procedures attached as part of this Exhibit; (ii) Transmit Files daily from Financial Product recordkeeping systems maintained by third parties to DST in formats specified from time to time by DST, if applicable. For Files to be extracted from TA2000, by execution of this Service Exhibit Pioneer 7 hereby consents, and instructs DST to extract Files from TA2000 for Recipients who have been designated by Pioneer to receive the Files; (iii)Perform all other Pioneer obligations as set forth in the Agreement. (b) Recipient. As a condition of a Recipient's access to Files, Pioneer acknowledges that each Recipient must: (i) Obtain and pay for connectivity to the Internet or delivery protocol; (ii) Have the proper equipment and software to enable the Recipients to access the DST Web Site and download the Files therein and obtain all related maintenance, including support in the event of download problems; and (iii)Comply with all Recipient Enrollment and Authorization Procedures described in the Basic FAN Mail Services Security Procedures attached as part of this Exhibit. Pioneer agrees that DST shall not be required to provide Files to any Recipient who fails to comply with the foregoing. 4. Fees for Basic FAN Mail Services. As consideration for the performance by DST of the Basic FAN Mail Services, Pioneer shall pay to Boston Financial the fees and charges for this Schedule as set forth on Exhibit B to the Master Agreement. 8 BASIC FAN MAIL SERVICES Security Procedures 1. Encryption The following encryption methods will be employed for all data files residing outside of DST's secured environment: Files available for Recipient download will be stored using 256-bit AES (Advanced Encryption Standard) encryption. Between the Recipient and the DST Web site or the Distribution Support Services Web Site, the Files will be encrypted using Secure Sockets Layer ("SSL"). The purpose of using SSL is to encrypt data transmissions through the DST Web Site and the Distribution Support Services Web Site and not allow access through the DST Web Site or the Distribution Support Services Web Site from Internet browsers which do not support SSL data encryption. The standard level of encryption supported by the DST Web Site and the Distribution Support Services Web Site is 128-bit encryption. 2. Network Access Control A device referred to as a "firewall" is located between the Internet and the DST Web Site. The purpose of the firewall is to control connectivity to the DST Web Site at the port level. This equipment is located and administered at DST's Winchester data center. Changes to the systems residing on this computer are submitted through the DST change control process. DST is advised by its current firewall provider that this equipment will not interrogate data, and that its only function is to limit the type of traffic accessing the DST Web Site. Ports on the firewall are configured to be consistent with ports at the DST Web Site. All services and functions within the DST Web Site are deactivated with the exception of services and functions which support the transfer of files. All ports on the DST Web Site are disabled, except those ports required to transfer files. All "listeners" are deactivated. Directory structures are "hidden" from the user. Services which provide directory information are also deactivated. 3. Limitation of DST Access Access of DST personnel to the DST Web Site and the Distribution Support Services Web Site and the FAN Mail application servers is restricted within DST to a limited number of employees based upon DST system administration requirements, as determined by appropriate DST systems managers from time to time. 4. Right to Audit Pioneer may audit, at its expense, the DST Web Site and the Distribution Support Services Web Site once in each 12 month period and any associated systems or networks after providing reasonable written notice to DST. The audit may include review of configurations, audit trails, and maintenance of systems and software associated with the DST Web Site and the Distribution Support Services Web Site. Tools which may be used for the audit may include network security tools; provided that DST may specify the time at which any tool is used, if DST reasonably believes that such tool may affect system performance. The audit will be coordinated through the DST Internal Audit Office and DST will be entitled to observe all audit activity. Pioneer will not perform any action that may interfere with the uptime or stability of DST's systems or networks. Subject to the foregoing, Pioneer may perform any audit activity which is technically possible for a user of the public Internet. In particular, Pioneer and its review team will be considered authorized users and DST will not seek prosecution under any computer crime or other applicable statutes for such activity. 9 5.a. ID/Password Requirements - Recipient DST will establish a single Recipient ID and Password for each Recipient and will permit access to the Files residing on the DST Web Site associated with the given Recipient ID and Password without further inquiry. Each Recipient's Password will be encrypted. 5.b. ID/Password Requirements - Pioneer Point of Contact DST will establish a single Operator ID and Password for use by the Pioneer point of contact to access the Distribution Support Services Web Site. Required - The Operator ID shall have access as determined by the Pioneer. Access will be specific to the management company associated with the Pioneer. This may include the following access levels, at Pioneer's option, inquiry only access (Pioneer point of contact may only view information related to Recipients) or update access (Pioneer point of contact may update profiles related to Recipients, including, but not limited to, changing, adding and deleting Recipient information). DST shall store the Operator ID and associated access levels. Any personnel changes or access changes affecting the Pioneer point of contact must be communicated to DST promptly. Required - Password is used in conjunction with Operator ID to access the Distribution Support Services Web Site, which consequently provides access to any Recipient information (profile, firm, address, authorization information, etc.) 10 RECIPIENT ENROLLMENT AND AUTHORIZATION PROCEDURES FOR BASIC FAN MAIL SERVICES The following Enrollment and Authorization Procedures, which may be modified by DST from time to time, are also part of the Security Procedures applicable to the Basic FAN Mail Services: 1. Enrollment. (a) New Recipients. Each Recipient is required to complete an online enrollment found at http://www.dstfanmail.com and electronically submit to DST the information called for in the enrollment process. In order to complete the enrollment process, the Recipient must verify Recipient's agreement to DST's Terms and Conditions for access to FAN Mail Services by clicking an "I Agree" button. The Recipient must identify the broker/dealer with which the Recipient is associated. If DST does not already have a hard copy blanket Broker/Dealer Authorization Letter completed and on file for the identified broker/dealer, the Recipient must submit a hard copy Broker/Dealer Authorization Letter signed by the broker/dealer. DST will not be required to verify that the person who clicks agreement to the Terms and Conditions or that the person who signs the Broker/Dealer Authorization Letter is legally authorized to do so and DST shall be entitled to rely conclusively upon such agreement keystroke or signature without further duty to inquire. The Recipient must also provide all information requested concerning the Recipient's practice and which financial products the Recipient wishes to access. A Recipient ID and Password are established immediately upon completion of the enrollment process. (b) Currently Enrolled Recipients. Recipients who are currently enrolled and authorized by Pioneer to receive Files for Basic FAN Mail Services at the time of execution of this Service Exhibit under any prior FAN Mail Agreement shall not be required to re-enroll and Pioneer agrees that authorization shall be deemed to be given as to such Recipients until Pioneer notifies DST otherwise. 2. Pioneer Authorization. Upon DST's receipt of enrollment instructions from the Recipient, DST will make available an Authorization Request to Pioneer (point of contact) through the Distribution Support Services Web Site. Through the Distribution Support Services Web Site, Pioneer's point of contact is solely responsible for authorizing or denying each Recipient request for access to the product. When authorizing requests, security criteria must be verified by Pioneer. This includes verifying that each field authorized in the security criteria accurately represents the dealer/branch/representative, tax ID, or cumulative discount information or any additional data extract criteria requested that appears on the master of the Recipient's clients' accounts. 100% of the Recipient's accounts should reflect the authorized criteria. Pioneer assumes all responsibility for verifying and approving the security level of each new Recipient authorization request. DST shall not be required to verify that the person who processes the Authorization Request is legally authorized to do so on behalf of Pioneer and DST shall be entitled to rely conclusively upon such approval/denial without further duty to inquire. No Files will be made available until the request is authorized by Pioneer. 11 3. Data Availability Notification. When Pioneer approves an authorization request, the Recipient's ID is updated for the authorized security and an e-mail is sent to the Recipient notifying him/her that data is available for retrieval. All other terms and conditions shall be governed by the Agreement into which this Service Exhibit is incorporated. PIONEER INVESTMENT MANAGEMENT DST SYSTEMS, INC. SHAREHOLDER SERVICES, INC. By: /s/ Tracy Connelly By: /s/ Fred Quatrocky ------------------------------- ------------------------------ Name: Tracy Connelly Name: Fred Quatrocky Title: Senior Vice President Title: Vice President Exhibit Term: January 1, 2012 through December 31, 2016. At the end of the initial Exhibit Term above (the "Initial Exhibit Term"), this Service Exhibit shall automatically renew for additional, successive twelve (12)-month terms (each, a "Renewal Exhibit Term") unless terminated by either Party by written notice to the other at least sixty (60) days prior to the end of the Initial Exhibit Term or any Renewal Exhibit Term, in which case the effective date of such termination notice shall be the end of the relevant Initial Exhibit Term or Renewal Exhibit Term. The Initial Exhibit Term and any Renewal Exhibit Term(s) are referred to herein as the Exhibit Term. Nothing in this paragraph shall alter or affect either Party's ability to terminate the Agreement and this Service Exhibit as set forth in Article VI of the Agreement. 12 SERVICE EXHIBIT INTERNET DEALER COMMISSIONS - TA2000 1. Internet Dealer Commissions. Pioneer has requested, and DST will provide, for the Term set forth on the signature page of this Service Exhibit, Internet Dealer Commissions as one of the FAN Mail Services pursuant to the terms of the Master Agreement for DST FAN Mail Services (the "Agreement") between Pioneer and DST. DST will use the Internet Dealer Commissions to make commission data available to Broker/Dealers authorized by Pioneer. Each Broker/Dealer authorized by Pioneer will have the ability to retrieve commission data relating to the investment companies managed by Pioneer from the DST Web Site. 2. Definitions. For purposes of this Exhibit, the following additional definition shall apply (in addition to all other defined terms in the Agreement): . "Commission Data" shall mean front-end load, advanced, and 12b-1 dealer compensation information relating to the investment companies managed by Pioneer. 3. DST Responsibilities. In connection with services utilizing the Internet Dealer Commissions, DST shall: (a) Extract Commission Data as files ("Files") from TA2000 as instructed by Pioneer, address the Files to Broker/Dealers who have been designated by Pioneer to receive the Files and who have completed the enrollment process for the Internet Dealer Commissions as described below and make the Files available to such Broker/Dealers. All files will be made available only through the Internet via the DST Web Site. DST shall provide each Broker/Dealer utilizing the Internet with a Broker/Dealer ID (the "Broker/Dealer ID") and a password (the "Password") and shall permit access to the Commission Data associated with a given Broker/Dealer ID and Password whenever the appropriate Broker/Dealer ID and Password is received at the DST Web Site. Each Broker/Dealer is responsible for accessing and retrieving such Broker/Dealer's Files. (b) Perform the following administrative functions necessary to establish the link between the Files and the Broker/Dealer's Internet directory: facilitate enrollment for Broker/Dealers requesting Pioneer's Commission Data; maintain a data base which contains the Broker/Dealer's name, address, electronic mailing address, and forty five (45) day history of Commission Data made available through the DST Web Site; provide billing to Pioneer; reasonably assist Pioneer and Broker/Dealers to establish Internet links; monitor transmissions; and provide ongoing technical support for the Internet Dealer Commissions services. (c) Establish Internet links between the TA2000 system and the DST Web Site; provide telephone support to Pioneer and Broker/Dealers respecting use of the Internet Dealer Commissions; use reasonable efforts to resolve problems; and establish and maintain the DST Web Site so it is available for contact by Broker/Dealers. (d) Perform all other DST obligations as set forth in the Agreement. 13 4. Pioneer and Broker/Dealer Responsibilities. During the Term and subject to the provisions of this Agreement, Pioneer shall at its expense (unless otherwise provided for herein) fulfill Pioneer obligations as follows: (a) Pioneer. Pioneer must: (i) Comply with all Broker/Dealer Enrollment and Authorization Procedures described in the Internet Dealer Commissions Security Procedures attached as a part of this Exhibit; (ii)Instruct DST to make Commission Data from TA2000 available to Broker/Dealers who have been designated by Pioneer to receive the Files. (iii)Perform all other Pioneer obligations as set forth in the Agreement. (b) Broker/Dealer. As a condition of a Broker/Dealer's access to Files, Pioneer acknowledges that each Broker/Dealer must: (i) Obtain and pay for connectivity to the Internet or delivery protocol; and (ii)Have the proper equipment and software to enable the Broker/Dealer to access the Files therein and obtain all related maintenance, including support in the event of download problems; and (iii)Comply with all Broker/Dealer Enrollment and Authorization Procedures described in the Security Procedures attached as part of this Exhibit. Pioneer agrees that DST shall not be required to provide Files to any Broker/Dealer who fails to comply with the foregoing. 5. Fees for Internet Dealer Commissions. As consideration for the performance by DST of the Internet Dealer Commissions services described above, Pioneer shall pay DST the fees and charges set forth on Exhibit B to the Master Agreement. 14 INTERNET DEALER COMMISSIONS Security Procedures 1. Encryption The following encryption methods will be employed for all data files residing outside of DST's secured environment: Files available for Broker/Dealer download will be stored using 256-bit AES (Advanced Encryption Standard) encryption. Between the Broker/Dealer and the DST Web site or the Distribution Support Services Web Site, the Files will be encrypted using Secure Sockets Layer ("SSL"). The purpose of using SSL is to encrypt data transmissions through the DST Web Site and the Distribution Support Services Web Site and not allow access through the DST Web Site or the Distribution Support Services Web Site from Internet browsers which do not support SSL data encryption. The standard level of encryption supported by the DST Web Site and the Distribution Support Services Web Site is 128-bit encryption. 2. Network Access Control A device referred to as a "firewall" is located between the Internet and the DST Web Site. The purpose of the firewall is to control connectivity to the DST Web Site at the port level. This equipment is located and administered at DST's Winchester data center. Changes to the systems residing on this computer are submitted through the DST change control process. DST is advised by its current firewall provider that this equipment will not interrogate data, and that its only function is to limit the type of traffic accessing the DST Web Site. Ports on the firewall are configured to be consistent with ports at the DST Web Site. All services and functions within the DST Web Site are deactivated with the exception of services and functions which support the transfer of files. All ports on the DST Web Site are disabled, except those ports required to transfer files. All "listeners" are deactivated. Directory structures are "hidden" from the user. Services which provide directory information are also deactivated. 3. Limitation of DST Access Access of DST personnel to the DST Web Site and the Internet Dealer Commissions application servers is restricted within DST to a limited number of employees based upon DST system administration requirements, as determined by appropriate DST systems managers from time to time. 4. ID/Password Requirements DST will establish a single Broker/Dealer ID and Password for each Broker/Dealer and will permit access to the Files residing on the DST Web Site associated with the given Broker/Dealer ID and Password without further inquiry. Each Broker/Dealer's Password will be encrypted. 15 BROKER/DEALER ENROLLMENT AND AUTHORIZATION PROCEDURES FOR INTERNET DEALER COMMISSIONS The following Enrollment and Authorization Procedures, which may be modified by DST from time to time, are also part of the Security Procedures applicable to the Internet Dealer Commissions. 1. Enrollment. Each Broker/Dealer is required to complete an online enrollment found at http://www.dstidc.com and electronically submit to DST the information called for in the enrollment process. In order to complete the enrollment process, the Broker/Dealer must verify Broker/Dealer's agreement to DST's Terms and Conditions for access to Internet Dealer Commissions Services by clicking an "I Agree" button. DST will not be required to verify that the person who clicks agreement to the Terms and Conditions is legally authorized to do so and DST shall be entitled to rely conclusively upon such agreement keystroke or signature without further duty to inquire. The Broker/Dealer must also provide all information requested concerning the Broker/Dealer's practice and which financial products the Broker/Dealer wishes to access. A Broker/Dealer ID and Password are established immediately upon completion of the enrollment process. 2. Pioneer Authorization. Upon DST's receipt of enrollment instructions from the Broker/Dealer, DST will make available an authorization request to Pioneer (point of contact) through the Distribution Support Services Web Site. Pioneer's point of contact is solely responsible for authorizing or denying each Broker/Dealer request for access to the product. When authorizing requests, security criteria must be verified by Pioneer. 100% of the Broker/Dealer's accounts should reflect the authorized criteria. Pioneer assumes all responsibility for verifying and approving the security level of each new Broker/Dealer authorization request. DST shall not be required to verify that the person who processes the authorization request is legally authorized to do so on behalf of Pioneer and DST shall be entitled to rely conclusively upon such approval/denial without further duty to inquire. No Commission Data will be made available until the request is authorized by Pioneer. 16 All other terms and conditions shall be governed by the Agreement into which this Service Exhibit is incorporated. PIONEER INVESTMENT MANAGEMENT DST SYSTEMS, INC. SHAREHOLDER SERVICES, INC. By: /s/ Tracy Connelly By: /s/ Fred Quatrocky -------------------------------- ------------------------------ Name: Tracy Connelly Name: Fred Quatrocky Title Senior Vice President Title: Vice President Exhibit Term: January 1, 2012 through December 31, 2016. At the end of the initial Exhibit Term above (the "Initial Exhibit Term"), this Service Exhibit shall automatically renew for additional, successive twelve (12)-month terms (each, a "Renewal Exhibit Term") unless terminated by either Party by written notice to the other at least sixty (60) days prior to the end of the Initial Exhibit Term or any Renewal Exhibit Term, in which case the effective date of such termination notice shall be the end of the relevant Initial Exhibit Term or Renewal Exhibit Term. The Initial Exhibit Term and any Renewal Exhibit Term(s) are referred to herein as the Exhibit Term. Nothing in this paragraph shall alter or affect either Party's ability to terminate the Agreement and this Service Exhibit as set forth in Article VI of the Agreement. 17 SCHEDULE VI DST FAN Services - Mutual Funds (Web/Vision) 18 SCHEDULE NUMBER VI TO THE MASTER AGREEMENT BY AND BETWEEN PIONEER INVESTMENT MANAGEMENT SHAREHOLDER SERVICES, INC. AND BOSTON FINANCIAL DATA SERVICES, INC. ("Boston Financial") (the "Master Agreement") DST FAN SERVICES - MUTUAL FUNDS THIS SCHEDULE is made effective as of January 1st, 2012 by and between DST Systems, Inc., a Delaware corporation ("DST") and Pioneer Investment Management Shareholder Services, Inc., a Massachusetts corporation ("Pioneer"). DST and Pioneer are together referred to herein as the "Parties" and individually as the "Party". WHEREAS, Pioneer has entered into the Master Agreement and Schedules with Boston Financial and certain of its Affiliates, under which Pioneer desires to utilize DST FAN Services to provide access to account information and certain on-line transaction request capabilities in accordance with the terms of this Schedule. NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows. ARTICLE I INCORPORATION OF MASTER AGREEMENT The terms and conditions of the Master Agreement are hereby incorporated in this Schedule as if fully set forth herein except as modified in this Schedule. All capitalized terms used in this Schedule but not defined herein shall have the meaning ascribed to them in the Master Agreement or, if not defined in the Master Agreement, the meaning ascribed to them in any other Schedule. DST and Pioneer agree that solely for purposes of this Schedule, DST shall be deemed to have executed the Master Agreement in place of Boston Financial and to have accepted the terms thereof, and Pioneer further agrees that DST and not Boston Financial shall be solely responsible under this Schedule. ARTICLE II DEFINITIONS Except as may be modified in a Service Exhibit, the following definitions shall apply to this Schedule. Additional terms may be defined in the Master Agreement, this Schedule, or in the exhibits that describe the FAN Services to be provided by DST for Pioneer. . "Customer-Controlled Content Areas" shall mean those DST-designated areas within DST-designated screens of the DST Web Site where Pioneer may optionally publish marketing or other types of Pioneer-specific content. Pioneer makes content updates and changes directly to those areas in the DST Web Site through a secured Application Programming Interface (API) or through a password protected DST-provided update facility made available by DST only to Pioneer. . "DST Web Site" shall mean the collection of electronic documents or pages residing on DST's computer system, linked to the Internet and accessible by hypertext link through the World Wide Web, where the Transaction data fields and related screens provided by DST may be viewed by Users who access such site. 1 . "FAN" shall mean the DST Financial Access Network, a DST computer and software system that provides an interface between the Internet and public data network service providers and the transfer agency systems of Funds for the purposes of communicating Fund data and information and Transaction requests. . "FAN Options" shall mean the series of edits and instructions provided by Pioneer to DST in writing, through which Pioneer specifies its instructions for Transactions available through the various FAN Services, e.g., minimum and maximum purchase, redemption and exchange amounts. . "FAN Services" shall mean the services provided by DST utilizing FAN(R), the DST Web Site, the Internet, and other software, equipment and systems provided by DST and telecommunications carriers and firewall providers, whereby Transactions may be requested in each Fund by Users accessing the DST Web Site via the Internet. . "Fund(s)" shall mean, solely for purposes of this Schedule and the Service Exhibits, as defined below, the various registered investment companies (mutual funds) for which Pioneer provides various services and which Pioneer designates for participation in FAN Services from time to time by written notice to DST. . "Person" shall mean an individual, corporation, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. . "Security Procedures" shall mean the procedures, including the use of encryption technology, implemented for purposes of protecting the integrity, confidentiality or secrecy of, and the unauthorized interception, corruption, use of, or access to, any data or information transmitted via FAN Services. . "Service Exhibit" shall mean the service exhibits attached hereto which outline the particular FAN Services to be provided by DST to Pioneer. . "Transactions" shall mean account inquiries, purchases, redemptions, exchanges and other transactions offered through FAN Services as specified in each Service Exhibit. . "User(s)" shall mean record owners or authorized agents of record owners of shares of a Fund, including brokers, investment advisors and other financial intermediaries or the other Persons authorized to access a particular FAN Service pursuant to the terms of a Service Exhibit. ARTICLE III USE OF FAN SERVICES BY PIONEER Section 2.1 Selection of FAN Services. DST will perform, and Pioneer has selected, the FAN Services described on the Service Exhibits attached to this Schedule. New Service Exhibits describing additional FAN Services may be added to this Schedule from time to time by mutual written agreement of DST and Pioneer, and such additional FAN Services shall be subject to the terms of this Schedule. Section 2.2 DST Responsibilities. During the Term and subject to the provisions of this Schedule, DST shall, at its expense (unless otherwise provided for herein) perform the FAN Services as described in each Service Exhibit, including provision of all computers, telecommunications connectivity and equipment reasonably necessary at its facilities to operate and maintain FAN and the DST Web Site. Section 2.3 Pioneer Responsibilities. During the Term and subject to the provisions of this Schedule, Pioneer shall at its expense (unless otherwise provided for herein) fulfill, or cause to be fulfilled by the Funds or otherwise, the Pioneer obligations, if any, set forth in each Service Exhibit to this Schedule. 2 Section 2.4 Change in Designated Funds. Upon thirty (30) days prior notice to DST, Pioneer may change the Funds designated to participate in FAN Services by delivering to DST, in writing, a revised list of participating Funds. Section 2.5 FAN Options. Pioneer is responsible for establishing implementation procedures and options available for each FAN Service, as specified in the applicable Service Exhibit. Section 2.6 Scope of DST Obligations. DST shall at all times use reasonable commercial efforts in performing FAN Services under this Schedule. In the absence of breach of its duties under this Schedule, DST shall not be liable for any loss or damage suffered in connection with the use of FAN Services. With respect to those actions or services delineated in FAN Options and all other instructions given to DST by Pioneer, DST shall be presumed to have fulfilled its obligations if it has acted in accordance with the FAN Options and other instructions provided by Pioneer. With respect to any claims for losses, damages, costs or expenses which may arise directly or indirectly from Security Procedures which DST has implemented or omitted, DST shall be presumed to have fulfilled its obligations if it has followed, in all material respects, at least those Security Procedures described in the Security Procedures attachment to each Service Exhibit to this Schedule. DST may, but shall not be required to, modify such Security Procedures from time to time to the extent it believes, in good faith, that such modifications will not diminish the security of FAN. All data and information transmissions via FAN Services are for informational purposes only, and are not intended to satisfy regulatory requirements or comply with any laws, rules, requirements or standards of any federal, state or local governmental authority, agency or industry regulatory body, including the securities industry, which compliance is the sole responsibility of Pioneer. Pioneer acknowledges and agrees that its Users are responsible for verifying the accuracy and receipt of all data or information transmitted via FAN Services. Pioneer is responsible for advising its Users of their responsibility for promptly notifying the Fund's transfer agent of any errors or inaccuracies relating to shareholder data or information transmitted via FAN Services. ARTICLE IV FEES Section 3.1 Fees for FAN Services. As consideration for the performance by DST of the FAN Services, Pioneer will pay Boston Financial the fees relating to each such service under this Schedule as set forth in Exhibit B to the Master Agreement. Section 3.2 Invoicing; Fee Increases. DST may change any of the fees and charges provided for in this Article IV upon thirty (30) days written notice to Pioneer. All fees and charges shall be billed by Boston Financial and paid by Pioneer as provided in the Master Agreement. ARTICLE V PROPRIETARY RIGHTS Pioneer acknowledges and agrees that it obtains no rights in or to any of the software, hardware, processes, templates, screen and file formats, interface formats or protocols, and development tools and instructions, trade secrets, proprietary information or distribution and communication networks of DST. Any software, interfaces, interface formats or protocols developed by DST shall not be used by Pioneer for any purposes other than utilizing FAN Services pursuant to this Schedule or to connect Pioneer to any transfer agency system or any other Person without DST's prior written approval. Pioneer also agrees not to take any action which would mask, delete or otherwise alter any DST on-screen disclaimers (including electronic forms which Users are required to accept) and copyright, trademark and service mark notifications provided by DST from time to time, or any "point and click" features relating to User acknowledgment and acceptance of such disclaimers and notifications. 3 ARTICLE VI TERM AND TERMINATION Section 5.1 Term. Unless terminated earlier as provided in this Article VI, this Schedule shall be effective as of the date first noted above and shall continue in force and effect until the expiration or termination of the last Service Exhibit between DST and Pioneer then in effect (the "Term"). Section 5.2 Termination. Throughout the Term, either Party shall have the right to terminate this Schedule on written notice to the other Party of the other Party's material breach of this Schedule and such Party's failure to cure such breach within thirty (30) days. Additionally, DST shall have the right, upon thirty (30) days prior written notice to Pioneer, to terminate this Schedule, and all Service Exhibits then in effect, in the event of the termination of the Master Agreement or Schedule II - TA2000 Remote Services - to the Master Agreement. Section 5.3 Effect of Termination. In the event of a termination under the provisions of this Article VI, the Parties will have no continuing obligations to one another other than the obligation to return to one another the confidential or proprietary materials of the other in their possession. ARTICLE VII INDEMNIFICATION; LIABILITY LIMITATIONS Section 6.1 No Other Warranties. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS SCHEDULE, THE FAN SERVICES AND ALL SOFTWARE AND SYSTEMS DESCRIBED IN THIS SCHEDULE AND ITS EXHIBITS ARE PROVIDED "AS-IS," ON AN "AS AVAILABLE" BASIS, AND DST HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING SERVICES PROVIDED BY DST HEREUNDER, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. Section 6.2 Limitation of Liability. Under no circumstances shall DST be liable for indirect, incidental, consequential, special, exemplary or punitive damages (even if DST has been advised of or has foreseen the possibility of such damages), arising from the use or inability to use any of the FAN Services, the DST Web Site or FAN, or under any provision of this Schedule, such as, but not limited to, loss of revenue or anticipated profits or lost business. Without limiting any of the foregoing terms of this Section, DST's liability in connection with the performance of FAN Services under the terms of this Schedule, or under any theory of law, tort or otherwise, shall not exceed (i) as to any single claim an amount exceeding the aggregate fees received by Boston Financial from Pioneer with respect to this Schedule pursuant to Article IV during the three (3) months immediately preceding the act or occurrence from which the claim arises, and (ii) as to all claims, an amount exceeding the aggregate fees received by Boston Financial from Pioneer with respect to this Schedule pursuant to Article IV during the most recent twelve (12) month Term of the Service Exhibit relating to the FAN Service with respect to which the claim arises. Section 6.3 Indemnity. Pioneer hereby indemnifies and holds DST harmless from, and shall defend it against any and all claims, demands, costs, expenses and other liabilities, including reasonable attorneys' fees, arising in connection with the use of, or inability to use, the FAN Services by any User, except to the extent such liabilities result directly from the failure by DST to perform its obligations under this Schedule. 4 ARTICLE VIII CONFIDENTIALITY Section 7.1 DST Confidential Information. In addition to the provisions of Section 9 of the Master Agreement, Pioneer acknowledges and agrees that the terms and conditions of this Schedule, FAN (including by way of example and without limitation all Security Procedures, processes, algorithms, designs, techniques, code, screen and data formats, interface formats and protocols, and structures contained or included therein) and other information obtained by them concerning the other software, software applications, equipment configurations, and business of DST (the "DST Confidential Information") is confidential and proprietary to DST. Pioneer further agrees to use the DST Confidential Information only as permitted by this Schedule, to maintain the confidentiality of the DST Confidential Information and not to disclose the DST Confidential Information, or any part thereof, to any other person, firm or corporation. Pioneer acknowledges that disclosure of the DST Confidential Information may give rise to an irreparable injury to DST inadequately compensable in damages. Accordingly, DST may seek (without the posting of any bond or other security) injunctive relief against the breach of the foregoing undertaking of confidentiality and nondisclosure, in addition to any other legal remedies which may be available. Pioneer consents to the obtaining of such injunctive relief and in any proceeding upon a motion for such injunctive relief, Pioneer's ability to answer in damages shall not be interposed as a defense to the granting of such injunctive relief. Section 7.2 Pioneer Confidential Information. In addition to the provisions of Section 9 of the Master Agreement, DST acknowledges and agrees that the terms and conditions of this Schedule, any information obtained by DST concerning the software and software applications (including by way of example and without limitation all data in the Files and algorithms, designs, techniques, code, screen and data formats and structures contained or included therein), equipment configurations, personal information regarding the customers and consumers of Pioneer and business of Pioneer (the "Pioneer Confidential Information") is confidential and proprietary to Pioneer. DST hereby agrees to use the Pioneer Confidential Information only as permitted by this Schedule, to maintain the confidentiality of the Pioneer Confidential Information and not to disclose the Pioneer Confidential Information, or any part thereof, to any other person, firm or corporation. DST acknowledges that disclosure of the Pioneer Confidential Information may give rise to an irreparable injury to Pioneer inadequately compensable in damages. Accordingly, Pioneer may seek (without the posting of any bond or other security) injunctive relief against the breach of the foregoing undertaking of confidentiality and nondisclosure, in addition to any other legal remedies which may be available. DST consents to the obtaining of such injunctive relief and in any proceeding upon a motion for such injunctive relief, DST's ability to answer in damages shall not be interposed as a defense to the granting of such injunctive relief. Section 7.3 Consumer Privacy. Pioneer and DST shall each comply with all applicable laws, rules and regulations relating to privacy, confidentiality, security, data security and the handling of personal financial information applicable to it that may be established from time to time, including but not limited to the Gramm-Leach-Bliley Act and Securities and Exchange Commission Regulation S-P (17 CFR Part 248) promulgated thereunder and Massachusetts Standards for the Protection of Personal Information, 201 CMR 17.00, et seq. Section 7.4 Limitations; Survival. The provisions of this Article VIII shall not apply to any information if and to the extent it was (i) independently developed by the receiving Party as evidenced by documentation in such Party's possession, (ii) lawfully received by it free of restrictions from another source having the right to furnish the same, (iii) generally known or available to the public without breach of this Schedule by the receiving Party or (iv) known to the receiving Party free of restriction at the time of such disclosure. The Parties agree that immediately upon termination of this Schedule, without regard to the reason for such termination, the Parties shall forthwith return to one another all written materials and computer software which are the property of the other Party. All of the undertakings and obligations relating to confidentiality and nondisclosure in this Schedule shall survive the termination or expiration of this Schedule for a period of ten (10) years. 5 ARTICLE IX FORCE MAJEURE Pioneer acknowledges that the Internet is not a secure organized or reliable environment, and that the ability of DST to deliver FAN Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties. DST shall not be liable for any delays or failures to perform any of its obligations hereunder to the extent that such delays or failures are due to circumstances beyond its reasonable control, including acts of God, strikes, riots, terrorist acts, acts of war, power failures, functions or malfunctions of the Internet, telecommunications services (including wireless), firewalls, encryption systems and security devices, or governmental regulations imposed after the date of this Schedule. IN WITNESS WHEREOF, the Parties hereto have set their hands by their authorized representatives as of the year and date first hereinabove indicated. PIONEER INVESTMENT MANAGEMENT DST SYSTEMS, INC. SHAREHOLDER SERVICES, INC. By /s/ Tracy Connelly By /s/ Fred Quatrocky ---------------------------- ------------------------- Name: Tracy Connelly Name: Fred Quatrocky Title: Senior Vice President Title: Vice President Address: 60 State Street Boston, Massachusetts 02109 Kansas City, Missouri 64105-1594 Tel: 617-422-4439 Tel: (816) FAX: FAX: (816) ---------------------------- with a copy to: DST Systems, Inc. Address: 333 W. 11th Street ---------------------------- Kansas City, Missouri 64105-1594 ---------------------------- FAX: Fax: (816) 435-8630 ---------------------------- Attention: Attention: General Counsel ---------------------------- 6 SERVICE EXHIBIT Web Services 1. Web Services. Pioneer has requested, and DST will provide Web Services as one of the FAN Services provided pursuant to the terms of the DST FAN Services Schedule (the "Schedule") between Pioneer and DST. Through Web Services, Shareholders may submit Transaction requests to the Fund's transfer agency system via the Internet as described further in this Service Exhibit. 2. Definitions. For purposes of this Exhibit, the following additional definitions shall apply (in addition to all other defined terms in the Schedule): . "Customer Web Site" shall mean the collection of electronic documents or pages residing on the computer system of Pioneer (or an Internet Service Provider ("ISP") hired by Pioneer) connected to the Internet and accessible through the World Wide Web, where Shareholders may view information about the Funds and access the various Transaction screens provided by Pioneer. . "FAN Web Authentication" shall mean the Shareholder authentication process, utilized by Web Services if Pioneer has not chosen Single Signon as one of the FAN Options, whereby Shareholder authentication information is collected and transmitted, and Shareholder personal identification number (PIN) information is created, changed and reset via an Internet link between the DST Web Site and the Shareholder's web browser. . "Shareholder" shall mean the record owner or authorized agent of the owner of shares of a Fund. . "Single Signon" shall mean the function of Web Services, available to Pioneer as one of the FAN Options, enabling Pioneer to (i) manage Shareholder login procedures at the Customer Web Site and collect Shareholder authentication information and pass such information to the DST Web Site for Shareholder authentication utilizing server-to-server "https" requests and text responses between the DST Web Site and the Customer Web Site, and (ii) create, change and reset Shareholder personal identification number (PIN) information directly at the Customer Web Site. 3. DST Responsibilities. In connection with its performance of Web Services, DST shall: (a) receive Transaction requests electronically transmitted to the DST Web Site via the Internet following execution of a link from the Customer Web Site to the DST Web Site and route Transaction requests through FAN to Pioneer's transfer agency system, using Single Signon or FAN Web Authentication, as applicable, for the collection and presentation of Shareholder authentication information; (b) for each Transaction request received, route Transaction information from Pioneer's transfer agency system through FAN to the Internet to be viewed by Users; (c) deliver to Pioneer a DST FAN Options User Guide and FAN Options instruction form; and update FAN Options as necessary when provided written instructions from Pioneer, and (d) perform all other DST obligations as set forth in the Schedule. 7 4. Pioneer Responsibilities. In connection with its use of Web Services, Pioneer shall: (a) provide all computers, telecommunications equipment and other equipment and software reasonably necessary to develop and maintain the Customer Web Site; (b) design and develop the Customer Web Site functionality necessary to facilitate and maintain the hypertext links to the DST Web Site and the various Transaction Web pages and otherwise make the Customer Web Site available to Shareholders; (c) provide the FAN Options to DST for each Fund in writing on forms provided by DST and update the FAN Options in writing as required by Pioneer from time to time; (d) if Pioneer has selected Single Signon as one of the FAN Options, collect at the Customer Web Site via Single Signon, and incorporate into the Transaction request, the Shareholder authentication information for the specified Transaction, as applicable for the Transaction and the FAN Options chosen by Pioneer; (e) provide DST with such other written instructions as it may request from time to time relating to the performance of DST's obligations hereunder; and (f) perform all other Pioneer obligations as set forth in the Schedule. 5. Fees. The fees payable to Boston Financial by Pioneer for Web Services under this Schedule are set forth on Exhibit B to the Master Agreement. 6. Customer-Controlled Content. DST provides Pioneer the ability to post content (plain text or HTML) to Pioneer's portion of the DST Web Site rather than have DST develop and install the content. This content is displayed and viewable to all Users authorized by Pioneer. The use of this feature is optional, at the discretion of Pioneer, and is subject to the following terms and conditions: (a) Pioneer is solely responsible for any and all content and hypertext links displayed in the Customer-Controlled Content Areas of the DST Web Site. (b) Pioneer is solely responsible for compliance with all legal and regulatory requirements which may apply to content and hypertext links at the Customer-Controlled Content Areas of the DST Web Site, including, but not limited to copyright, trade secret and intellectual property laws and federal and state securities laws which may apply to the promotion of mutual fund products and securities or other Financial Products, as applicable, electronically and over the Internet. (c) DST reserves the right, but has no duty, to monitor the Customer-Controlled Content Areas of the DST Web Site for adherence to the terms of this Schedule and may disclose any and all data and information posted to the Customer-Controlled Content Areas of the DST Web Site to the extent necessary to protect the rights or property of DST, its affiliates or licensees, or to satisfy any law, regulation or authorized governmental request. (d) DST reserves the right, but has no duty, to prohibit conduct, promotional material, hypertext links to certain sites, comments, responses or any communication, data, information or content posted to the Customer-Controlled Content Areas of the DST Web Site which it deems, in its sole discretion, to be harmful to DST, its customers or any other person or entity. 8 (e) Pioneer acknowledges that DST cannot ensure editing or removal of any inappropriate, questionable or illegal content posted to the Customer-Controlled Content Areas of the DST Web Site or to any site on the Internet accessed from a hypertext link at the Customer-Controlled Content Areas of the DST Web Site. Accordingly, Pioneer agrees that DST has no liability for any action or inaction with respect to content or hypertext links posted to or deleted from the Customer-Controlled Content Areas of the DST Web Site and Pioneer shall indemnify and hold DST harmless from and against any and all costs, damages and expenses (including attorney's fees) arising out of the posting of content or hypertext links at the Customer-Controlled Content Areas of the DST Web Site. Exhibit Term: January 1, 2012 through December 31, 2016. At the end of the initial Exhibit Term above (the "Initial Exhibit Term"), this Service Exhibit shall automatically renew for additional, successive twelve (12)-month terms (each, a "Renewal Exhibit Term") unless terminated by either Party by written notice to the other at least sixty (60) days prior to the end of the Initial Exhibit Term or any Renewal Exhibit Term, in which case the effective date of such termination notice shall be the end of the relevant Initial Exhibit Term or Renewal Exhibit Term. The Initial Exhibit Term and any Renewal Exhibit Term(s) are referred to herein as the Exhibit Term. Nothing in this paragraph shall alter or affect either Party's ability to terminate the Schedule and this Service Exhibit as set forth in Article VI of the Schedule. PIONEER INVESTMENT MANAGEMENT DST SYSTEMS, INC. SHAREHOLDER SERVICES, INC. By /s/ Tracy Connelly By /s/ Fred Quatrocky ----------------------------- ------------------------------ Name: Tracy Connelly Name: Fred Quatrocky Title: Senior Vice President Title: Vice President Address: 60 State Street Boston, Massachusetts 02109 Kansas City, Missouri 64105-1594 Tel: 617-422-4439 Tel: (816) FAX: FAX: (816) ----------------------------- 9 Security Procedures - Web Services 1. ID / Password Requirements Initial authentication of a Shareholder in FAN is accomplished with account number and Social Security Number (SSN) and is used to issue a personal identification number (PIN) to the Shareholder. Thereafter, Shareholder authentication may be accomplished by any of the three following methods, determined by the FAN Options selected by Pioneer: Method One Required - Account number is used as the identification (ID) of the Shareholder. Required - The PIN is used as the access to the entered account. Optional Requirement - Social Security Number may be chosen as an additional required field by Pioneer, as part of the FAN Options, to add another level of authentication to access the entered account number. Method Two Required - Social Security Number (SSN) of the Shareholder. Required - The PIN is used as the access to the entered account. Method Three Required - User ID of the Shareholder. As part of the initial access, the Shareholder establishes a User ID based on criteria established by Pioneer as part of the FAN Options. Required - The PIN is used as the access to the entered account. 2. Encryption The DST Web server runs Secure Sockets Layer ("SSL"). The purpose of using SSL is to encrypt data transmissions through the DST Web Site and block communications through the DST Web Site from Internet browsers which do not support SSL data encryption. The standard level of encryption supported by the DST Web Site is 128-bit encryption. 3. Network Access Control A computer referred to as a "router" is located between the Internet backbone connection and the DST Web server. The purpose of the router is to control the connectivity to the DST Web server at the port level. This equipment is located at DST's Winchester data center, but it is administered and maintained by an independent firewall provider. Changes to the systems residing on this computer are submitted to the firewall provider for remote administration. DST is advised by its current firewall provider that this equipment will not interrogate data, and that its only function is to limit the type of traffic accessing the DST Web server to the suite of Hyper-Text Transfer Protocols ("HTTP") transmissions. Ports on the router are configured to be consistent with ports on the DST Web server. DST is advised by its current firewall provider that all other ports on the router other than those configured for the DST Web server are not accessible from the Internet. The DST Web server utilizes a UNIX operating system. All services and functions within the DST Web server operating system are deactivated with the exception of services and functions which support HTTP. This is the 10 required service for HTML content which is what the FAN Transactions are based upon. The general purpose of this feature is to prevent external users from entering UNIX commands or running UNIX based processes on the DST Web server. All ports on the DST Web server, except those required by FAN (the ports accessed through the fire wall provider's router), are disabled. All "listeners" are deactivated. Directory structures are "hidden" from the user. Services which provide directory information are also deactivated. DST administrators gain access to the DST Web server through the physical console connected to the DST Web server, or through the internal network via DST Secure ID. FAN also incorporates a data mapping system referred to as the "CICS Mapper". The function of the CICS Mapper is to perform data packaging, security interrogation, and protocol conversion. Data received by the CICS Mapper from the DST Web server is interrogated for authenticity, repackaged for the DST TA/2000 mainframe system, and protocols are converted for communication. The CICS Mapper is programmed to terminate the session/Transaction between the Shareholder and FAN if data authentication fails. Alerts are provided to system administrators upon termination. 4. Limitation of Users Access of DST personnel to the DST Web server is restricted within DST to a limited number of users based upon DST system administration requirements, as determined by appropriate DST systems managers from time to time. 5. Independence of Each Pioneer's Location on the Web Server Independence of customer presence on the DST Web server is accomplished by establishing individual data set partitions on the DST Web server that are designed to be separate from other partitions. Each customer's presence resides within a separate data and directory structure on the DST Web server. The base transaction code required by FAN is, however, shared by all data set partitions. Each customer URL on the DST Web server will identify a separate customer presence. The customer URL is designed to omit distinguishing characteristics of the URL which could identify the customer or DST to the Shareholder, and each customer will have a unique URL. The URL is in the following format: 128 bit encryption example: https://www3.financialtrans.com/ft/Disclaim?cz=123456789 where the data following the 'cz=' will be unique to Pioneer. The Pioneer URL is not advertised by DST. Initial access to the Pioneer presence on the DST Web server will be through the Pioneer Web Site. Book marking of HTML pages within Pioneer's site on the DST Web server is not allowed with the exception of either a legal terms page or the logon page, which is the initial page presented to the Shareholder upon entry to the DST Web server. The FAN Options selected by Pioneer determine which initial page will be displayed to the Shareholder. 6. Right to Audit Pioneer may audit, at its expense, the DST Web Site once in each 12 month period and any associated systems or networks within FAN, after providing reasonable written notice to DST. The audit may include review of configurations, audit trails, and maintenance of systems and software within FAN associated with the DST Web Site. Tools which may be used for the audit may include network security tools; provided, that DST may specify the time at which any tool is used, if DST reasonably believes that such tool may affect system performance. The 11 audit will be coordinated through the DST Internal Audit Office and DST will be entitled to observe all audit activity. Pioneer will not perform any action that may interfere with the uptime or stability of DST's systems or networks. Subject to the foregoing, Pioneer may perform any audit activity which is technically possible for a user of the public Internet. In particular, Pioneer and its review team will be considered authorized users and DST will not seek prosecution under any computer crime or other applicable statutes for such activity. 12 SERVICE EXHIBIT API Services 1. API Services. Pioneer has requested, and DST will provide Automated Public Interface Services ("API Services") as one of the FAN Services provided pursuant to the terms of the DST FAN Services Schedule (the "Schedule") between Pioneer and DST. Through API Services, Shareholders use the Internet to connect to Customer Web Site and submit Transaction requests to the Fund's transfer agent via a dedicated communication line between the Customer Web Site and FAN, as described further in this Service Exhibit. 2. Definitions. For purposes of this Exhibit, the following additional definitions shall apply (in addition to all other defined terms in the Schedule): . "API Transaction Set" shall mean the DST proprietary file layouts used by DST and Pioneer for transmission of data between the Customer Web Site and the CICS Mapper. . "Customer Web Site" shall mean the collection of electronic documents or pages residing on the computer system of Pioneer (or an Internet Service Provider ("ISP") hired by Pioneer) connected to the Internet and accessible through the World Wide Web, where Shareholders may view information about the Funds and access the various Transaction screens provided by Pioneer. . "Shareholder" shall mean the record owner or authorized agent of the owner of shares of a Fund. . "CICS Mapper" is a data mapping system that performs the following functions: data packaging, security interrogation, and protocol conversion. . "FAN Firewall" is a computer system which defines filters that allow client servers to access the FAN application that has been predefined for the individual server so that one Pioneer may not access the FAN application for another Pioneer. The system also provides an audit trail of all connections to the CICS Mapper. . "Secure Communication Link" is a communications line between DST and Pioneer that is anchored on both ends by a device or set of devices that (i) use Digital Certificates, (ii) encrypt all message traffic, and (iii) use only those Internet Protocol ("IP") addresses specified by DST and Pioneer. . "Digital Certificate" is a security method used to identify the source of communication messages transmitted via the Secure Communication Link. 3. DST Responsibilities. In connection with its performance of API Services, DST shall: (a) receive Transaction requests (including Shareholder authentication information collected by Pioneer pursuant to paragraph 4(d) below) electronically transmitted to the DST CICS Mapper via a dedicated Secure Communication Link from the Customer Web Site and route Transaction requests through the CICS Mapper to the DST service region dedicated to Pioneer; (b) For each Transaction request received, route Transaction information from Pioneer's service region at DST through the CICS Mapper to the Customer Web Site via the dedicated Secure Communication Link, for viewing by the User (Notwithstanding the foregoing, DST shall not be responsible for a failure by Pioneer to receive Transaction 13 information at the Customer Web Site arising out of or resulting from a failure of the Secure Communication Link); (c) deliver to Pioneer a description of the API Transaction Set, a DST FAN Options User Guide, FAN Options instruction form, list of acceptable certificate authorities and Digital Certificates, and a list of authorized IP addresses to which Pioneer may send Transaction requests; and (d) perform all other DST obligations as set forth in the Schedule. 4. Pioneer Responsibilities. In connection with its use of API Services, Pioneer shall: (a) provide all computers, telecommunications equipment and other equipment and software reasonably necessary to establish the API Services dedicated communication line, and develop and maintain Customer Web Site; (b) design and develop Customer Web Site functionality utilizing the API Transaction Set, necessary to facilitate and maintain the communication link to the DST CICS Mapper and otherwise make Customer Web Site available to Shareholders; (c) provide the FAN Options to DST for each Fund in writing on forms provided by DST and update the FAN Options in writing as required by Pioneer from time to time; (d) collect at the Customer Web Site and incorporate into the Transaction request the Shareholder authentication information for the specified Transaction, as applicable for the Transaction and the FAN Options chosen by Pioneer; (e) develop, implement and support all Security Procedures at the Customer Web Site and Pioneer's facilities to prevent any and all unauthorized communications to any computer systems at DST via the Secure Communication Link, whether originating within the operations and facilities of Pioneer or outside such operations and facilities. (f) provide DST with a written list of authorized IP addresses for origination and receipt of Transaction requests or other messages from time to time, and such other written instructions as DST may request from time to time relating to the performance of DST's obligations hereunder; and (g) perform all other Pioneer obligations as set forth in the Schedule. 5. Fees. The fees payable to Boston Financial by Pioneer for API Services under this Schedule are set forth on Exhibit B to the Master Agreement. 6. Transactions. Transactions for purposes of FAN API Services include ACH purchase to new or existing accounts, exchange to new or existing accounts, redemption via ACH, wire, or check, ordering of duplicate tax-forms or duplicate statements, checkbook re-orders, fulfillment requests, and PIN changes. 14 Exhibit Term: January 1, 2012 through December 31, 2016. At the end of the initial Exhibit Term above (the "Initial Exhibit Term"), this Service Exhibit shall automatically renew for additional, successive twelve (12)-month terms (each, a "Renewal Exhibit Term") unless terminated by either Party by written notice to the other at least sixty (60) days prior to the end of the Initial Exhibit Term or any Renewal Exhibit Term, in which case the effective date of such termination notice shall be the end of the relevant Initial Exhibit Term or Renewal Exhibit Term. The Initial Exhibit Term and any Renewal Exhibit Term(s) are referred to herein as the Exhibit Term. Nothing in this paragraph shall alter or affect either Party's ability to terminate the Schedule and this Service Exhibit as set forth in Article VI of the Schedule. PIONEER INVESTMENT MANAGEMENT SHAREHOLDER SERVICES, INC. DST SYSTEMS, INC. By /s/ Tracy Connelly By /s/ Fred Quatrocky ----------------------------- ------------------------------ Name: Tracy Connelly Name: Fred Quatrocky Title: Senior Vice President Title: Vice President Address: 60 State Street Boston, Massachusetts 02109 Kansas City, Missouri 64105-1594 Tel: 617-422-4439 Tel: (816) FAX: FAX: (816) ----------------------------- Security Procedures - API Services 1. ID / Password Requirements Initial authentication of a Shareholder utilizing the Customer Web Site is accomplished with account number and Social Security Number (SSN) and is used to issue a personal identification number (PIN) to the Shareholder. Thereafter, Shareholder authentication may be accomplished by any of the three following methods, determined by the FAN Options selected by Pioneer: Method One Required - Account number is used as the identification (ID) of the Shareholder. Required - The PIN is used as the access to the entered account. Optional Requirement - Social Security Number may be chosen as an additional required field by Pioneer, as part of the FAN Options, to add another level of authentication to access the entered account number. Method Two Required - Social Security Number (SSN) of the Shareholder. Required - The PIN is used as the access to the entered account. 15 Method Three Required - User ID of the Shareholder. As part of the initial access, the Shareholder establishes a User ID based on criteria established by Pioneer as part of the FAN Options. Required - The PIN is used as the access to the entered account. Authentication and verification of a Shareholder utilizing the Customer Web Site The information to be authenticated and verified is captured by Pioneer at the Customer Web Site and forwarded to DST via the Secure Communication Link. 2. Encryption Data transmitted between Customer Web Site and the DST CICS Mapper will pass across a dedicated Secure Communication Line to a DST router (described below), and then pass through the router and through the DST FAN Firewall before passing the data to the CICS Mapper. Such data transmissions will be encrypted. An option available to Pioneer, at Pioneer's expense, is to utilize an encrypted virtual private network (VPN). If Pioneer elects this option, the VPN could be used to encrypt data transmitted on the dedicated communication line between Pioneer's Web Site and DST FAN Firewall. 3. Network Access Control A device referred to as a "router" is located between Pioneer's dedicated communication line and the DST FAN Firewall. The purpose of the router is to filter TCP/IP packets and control the connectivity to the DST FAN Firewall by interrogating data. The DST FAN Firewall is located between the router and the DST CICS Mapper. This equipment is located at DST's Winchester data center, and is administered and maintained by Winchester personnel. Ports on the router are configured to be consistent with ports on the DST FAN Firewall. The DST router is not accessible, except to the links that are configured for the router. The DST FAN Firewall is utilizes a UNIX operating system with firewall software selected by DST from time to time. All services and functions within the DST FAN Firewall are deactivated with the exception of services and functions which are required for API Services. The general purpose of this feature is to prevent external users from entering UNIX commands or running UNIX based processes on the DST FAN Firewall. DST administrators gain access to the DST Firewall through the physical console connected to the DST firewall, or through the internal network via DST Secure ID. Data received by the CICS Mapper from Pioneer dedicated communication line via the DST FAN Firewall, is interrogated for authenticity, repackaged for the DST TA/2000 mainframe system, and protocols are converted for communication. The CICS Mapper is programmed to terminate the session/Transaction between the Shareholder and the CICS Mapper if data authentication fails. Alerts are provided to system administrators upon termination. 4. Limitation of Users Access of DST personnel to the DST FAN Switch is restricted within DST to a limited number of users based upon DST system administration requirements, as determined by appropriate DST systems managers from time to time. 5. Independence of Each Customer's Location on the DST FAN Firewall Independence of Pioneer's presence on the DST FAN Firewall is accomplished by establishing a unique port on the DST FAN Firewall that is designed to be separate for each customer. Each customer's presence remains 16 separate through the DST FAN Firewall by a combination of unique port assignments, TCP/IP address resolution and physical connections. The base transaction code required by the FAN API is, however, shared by all data set partitions. 6. Right to Audit Pioneer may audit, at its expense, the DST CICS Mapper once in each 12 month period, after providing reasonable written notice to DST. Tools which may be used for the audit may include network security tools; provided, that DST may specify the time at which any tool is used, if DST reasonably believes that such tool may affect system performance. The audit will be coordinated through the DST Internal Audit Office and DST will be entitled to observe all audit activity. Pioneer will not perform any action that may interfere with the uptime or stability of DST's systems or networks. Subject to the foregoing, Pioneer may perform any audit activity that is technically possible for a user of the CICS Mapper. In particular, Pioneer and its review team will be considered authorized users and DST will not seek prosecution under any computer crime or other applicable statutes for such activity. 17 SERVICE EXHIBIT VISION SERVICES 1. Vision Services. Pioneer has requested, and DST will provide Vision Services as one of the FAN Services pursuant to the terms of the DST FAN Services Schedule (the "Schedule") between Pioneer and DST. The Vision Services (the "Vision Services") consist of the services provided by DST utilizing FAN(R), the Vision Web Site, the Distribution Support Services Web Site, the Internet, and other systems provided by DST and telecommunications carriers, whereby Users may view account information related to a Pioneer's Financial Products or submit Transaction requests directly to the Financial Product's transfer agent via the Internet, as described further in this Service Exhibit. 2. Definitions. For purposes of this Exhibit, the following additional definitions shall apply (in addition to all other defined terms in the Agreement): . "Customer Web Site" shall mean the collection of electronic documents or pages residing on the computer system of Pioneer (or an Internet Service Provider ("ISP") hired by Pioneer) connected to the Internet and accessible through the World Wide Web, where Users may view information about the Financial Products and access the various Transaction screens made available through Vision Services. . "Distribution Support Services Web Site" shall mean the collection of electronic documents or pages residing on the DST controlled World Wide Web address (currently, https://www.dstdss.com), linked to the Internet and accessible through the World Wide Web, which Pioneer may access to view information about Users and approve/deny access requests by Users. . "Financial Products" shall mean mutual funds, or real estate investment trusts or limited partnerships or other similar financial products, and "Financial Product Units" or "Units" shall mean the shares or units of a Financial Product held by a record owner. . "Transactions" shall mean new account establishment, account inquiries, purchases, redemptions through Automated Clearing House, fed wire, or check to the address of record for the Financial Product account, exchanges, maintenance and other transactions offered from time to time through Vision Services. . "Unit Holder" shall mean the record owner of Financial Product Units. . "User(s)" shall mean the authorized agents, selling agents and other intermediaries (i.e., broker/dealers, registered investment advisors or registered representatives) acting on behalf of record owners of Units of a Financial Product whom Pioneer has authorized to use Vision Services. . "Vision Web Site" shall mean the collection of electronic documents or pages residing on the DST controlled World Wide Web address (currently https://www.dstvision.com), linked to the Internet and accessible through the World Wide Web, which Users may access to view account information or to request Transactions on behalf of the record owners for whom they are acting. . "Vision Implementation Procedures" shall mean the optional features and functions of Vision Services which are selected by Pioneer, and the processes needed to activate these functions, for the various components of Vision Services, a copy of which has been provided to Pioneer. 18 3. DST Responsibilities. In connection with its performance of Vision Services, DST shall: (a)receive Transaction requests electronically transmitted by Users to the Vision Web Site via the Internet and route Transaction requests through FAN to Pioneer's transfer agency system; (b)deliver to Pioneer a Vision Implementation Procedures instruction form; (c)provide all computers, telecommunications connectivity and equipment reasonably necessary at its facilities to operate FAN, the Vision Web Site and the Distribution Support Services Web Site; (d)deliver a monthly billing report to Pioneer, which shall include a report of Transactions, by type, processed through Vision Services; and (e)perform all other DST obligations as set forth in the Schedule. 4. Pioneer Responsibilities. In connection with its use of Vision Services, Pioneer shall: (a)provide the Vision Implementation Procedures to DST for each Financial Product in writing on forms provided by DST and update the FAN Options in writing as required by Pioneer from time to time (Vision is offered in a generic format with limited Financial Product customization, as described in the Vision Implementation Procedures); (b)provide DST with such other written instructions as it may request from time to time relating to the performance of DST's obligations hereunder; and (c)perform all other Pioneer obligations as set forth in the Schedule. As a condition of a User's access to the Vision Services, Pioneer acknowledges that each User must comply with all User Enrollment and Authorization Procedures described in the Security Procedures Section of this Vision Exhibit. If Pioneer chooses to allow Users to use the Vision Services via Pioneer's Web Site, Pioneer shall also: (d)provide all computers, telecommunications equipment and other equipment and software reasonably necessary to develop and maintain the Pioneer Web Site; and (e)design and develop the Pioneer Web Site functionality necessary to facilitate and maintain the hypertext links to the Vision Web Site and the various related web pages and otherwise make the Pioneer Web Site available to Users. 5. Customer Controlled Marketing Content. Through the Vision Web Site, DST provides Pioneer the ability to post content (plain text or HTML) including hypertext links to other Web sites, that is displayed and viewable to all Users authorized by Pioneer. The use of this feature of Vision Services is optional, at the discretion of Pioneer, and subject to the following terms and conditions: (a)Pioneer is solely responsible for any and all content and hypertext links displayed in the Customer-Controlled Content Areas of the Vision Web Site. (b)Pioneer is solely responsible for compliance with all legal and regulatory requirements which may apply to content and hypertext links in the Customer-Controlled Content 19 Areas of the Vision Web Site, including, but not limited to copyright, trade secret and intellectual property laws and federal and state securities laws which may apply to the promotion of mutual fund products and securities or other Financial Products, as applicable, electronically and over the Internet. (c)DST reserves the right, but has no duty, to electronically monitor the Customer-Controlled Content Areas of the Vision Web Site for adherence to the terms of this Schedule and may disclose any and all data and information posted to the Customer-Controlled Content Areas of the Vision Web Site to the extent necessary to protect the rights or property of DST, its affiliates or licensees, or to satisfy any law, regulation or authorized governmental request. (d)DST reserves the right, but has no duty, to prohibit conduct, promotional material, hypertext links to certain sites, comments, responses or any communication, data, information or content posted to the Customer-Controlled Content Areas of the Vision Web Site which it deems, in its sole discretion, to be harmful to DST, its customers or any other person or entity. (e)Pioneer acknowledges that DST cannot ensure editing or removal of any inappropriate, questionable or illegal content posted to the Customer-Controlled Content Areas of the Vision Web Site or to any site on the Internet accessed from a hypertext link at the Customer-Controlled Content Areas of the Vision Web Site. Accordingly, Pioneer agrees that DST has no liability for any action or inaction with respect to content or hypertext links posted to or deleted from the Customer-Controlled Content Areas of the Vision Web Site and Pioneer shall indemnify and hold DST harmless from and against any and all costs, damages and expenses (including attorney's fees) arising out of the posting of content or hypertext links at the Customer-Controlled Content Areas of the Vision Web Site. 6. Change in Designated Financial Products. Upon ten (10) business days prior notice to DST, Pioneer may change the Financial Products designated to participate in Vision Services by delivering to DST, in writing, a revised list of participating Financial Products. 7. Indemnity for Actions of Users. Pioneer acknowledges that the use of Vision by Users to conduct Transactions on behalf of Unit Holders presents risks arising from the actions of such Users. Accordingly, Pioneer hereby indemnifies and holds DST harmless from, and shall defend it against any and all claims, demands, costs, expenses and other liabilities, including reasonable attorneys' fees, arising out of financial or other consequences of Transactions conducted by Users, or out of disputes as to the authority of Users to conduct Transactions. 8. Fees. The fees payable to Boston Financial by Pioneer for Vision Services under this Schedule are set forth on Exhibit B to the Master Agreement. 20 Exhibit Term: January 1, 2012 through December 31, 2016. At the end of the initial Exhibit Term above (the "Initial Exhibit Term"), this Service Exhibit shall automatically renew for additional, successive twelve (12)-month terms (each, a "Renewal Exhibit Term") unless terminated by either Party by written notice to the other at least sixty (60) days prior to the end of the Initial Exhibit Term or any Renewal Exhibit Term, in which case the effective date of such termination notice shall be the end of the relevant Initial Exhibit Term or Renewal Exhibit Term. The Initial Exhibit Term and any Renewal Exhibit Term(s) are referred to herein as the Exhibit Term. Nothing in this paragraph shall alter or affect either Party's ability to terminate the Schedule and this Service Exhibit as set forth in Article VI of the Schedule. PIONEER INVESTMENT MANAGEMENT SHAREHOLDER SERVICES, INC. DST SYSTEMS, INC. By /s/ Tracy Connelly By /s/ Fred Quatrocky ----------------------------- ------------------------------ Name: Tracy Connelly Name: Fred Quatrocky Title: Senior Vice President Title: Vice President Address: 60 State Street Boston, Massachusetts 02109 Kansas City, Missouri 64105-1594 Tel: 617-422-4439 Tel: (816) FAX: FAX: (816) ----------------------------- 21 VISION Security Procedures 1.a. ID/Password Requirements - Users Authentication of a User in Vision is based on the Vision Operator ID and Password. Required - The Vision Operator ID, assigned by DST, shall have access authorization as determined by Pioneer. This may include the following access levels, at Pioneer's option, the contents of which shall be determined by Pioneer: Unrestricted Access - This allows the User to view any account information for all of Pioneer's Financial Products. Dealer Level Access - This allows the User to view any account information with the authorized dealer number. Dealer/Branch Level Access - This allows the User to view any account information with the authorized dealer and branch combination. Dealer/Representative Level Access - This allows the User to view any account information with the authorized dealer and representative combination. Tax ID Level Access - This allows the User to view any account with the authorized Social Security Number and/or TIN of the Unit Holder. Trust/TPA Access - This allows the User to view any account with the authorized trust company or Third Party Administrator number assigned to the underlying account/contract. Required - Password is used in conjunction with Vision Operator ID to access the Vision Web Site, which consequently provides access to any Financial Product account information that has been previously authorized by Pioneer. Vision does not use a personal identification number (PIN). 1.b. ID/Password Requirements - Customer point of contact Authentication of a customer point of contact in the Distribution Support Services Web Site is based on an Operator ID and Password. Required - The Operator ID, chosen by Pioneer, shall have access as determined by Pioneer. Access will be specific to the management company associated with Pioneer. This may include the following access levels, at Pioneer's option, inquiry only access (Pioneer point of contact may only view information related to Users) or update access (Pioneer point of contact may update profiles related to Users, including, but not limited to, changing, adding and deleting User information). DST shall store the Operator ID and associated access levels. Any personnel changes or access changes affecting Pioneer point of contact must be communicated to DST promptly. Required - Password is used in conjunction with Operator ID to access the Distribution Support Services Web Site, which consequently provides access to any User information (profile, firm, address, authorization information, etc.). 22 2. Encryption The DST Web server runs Secure Sockets Layer ("SSL"). The purpose of using SSL is to encrypt data transmissions through the Vision Web Site and the Distribution Support Services Web Site and block communications through the Vision Web Site or the Distribution Support Services Web Site from Internet browsers which do not support SSL data encryption. The standard level of encryption supported by the Vision Web Site and the Distribution Support Services Web Site is 128-bit encryption. 3. Network Access Control A device referred to as a "firewall" is located between the Internet and the collection of electronic documents or pages residing on DST's computer system, linked to the Internet and accessible through the World Wide Web, where the data fields and related screens provided by DST may be viewed by Users who access such site ("DST Web Site"). The purpose of the firewall is to control connectivity to the DST Web Site at the port level. This equipment is located and administered at DST's Winchester data center. Changes to the systems residing on this computer are submitted through the DST change control process. DST is advised by its current firewall provider that this equipment will not interrogate data, and that its only function is to limit the type of traffic accessing the DST Web Site. Ports on the firewall are configured to be consistent with ports at the DST Web Site. All services and functions within the DST Web Site are deactivated with the exception of services and functions which support the transfer of files. All ports on the DST Web Site are disabled, except those ports required to transfer files. All "listeners" are deactivated. Directory structures are "hidden" from the user. Services which provide directory information are also deactivated. 4. Limitation of Users Access of DST personnel to the DST Web server is restricted within DST to a limited number of users based upon DST system administration requirements, as determined by appropriate DST systems managers from time to time. 5. Right to Audit Pioneer may audit, at its expense, the Vision Web Site and the Distribution Support Services Web Site once in each 12 month period and any associated systems or networks within FAN, after providing reasonable written notice to DST. The audit may include review of configurations, audit trails, and maintenance of systems and software within FAN associated with the Vision Web Site and the Distribution Support Services Web Site. Tools which may be used for the audit may include network security tools; provided, that DST may specify the time at which any tool is used, if DST reasonably believes that such tool may affect system performance. The audit will be coordinated through the DST Internal Audit Office and DST will be entitled to observe all audit activity. Pioneer will not perform any action that may interfere with the uptime or stability of DST's systems or networks. Subject to the foregoing, Pioneer may perform any audit activity which is technically possible for a user of the public Internet. In particular, Pioneer and its review team will be considered authorized users and DST will not seek prosecution under any computer crime or other applicable statutes for such activity. 23 USER ENROLLMENT AND AUTHORIZATION PROCEDURES The following procedures are part of the Security Procedures applicable to Vision Services. 1. Enrollment. Each User is required to complete an Electronic Enrollment Form, which is available at a URL designated by DST (at the date of this Schedule - www.dstvision.com). Users enrolling for access may complete the enrollment process by providing DST with information called for in the Electronic Enrollment Form about their practice and the Financial Products they wish to access. 2. Pioneer Authorization. Upon receiving a completed Electronic Enrollment Form from a User, DST will make available an Authorization Request to Pioneer (point of contact) through the Distribution Support Services Web Site. The Authorization Request will identify the level of access requested and the security criteria as well as provide a sample client Tax ID/Social Security Number. Through the Distribution Support Services Web Site, Pioneer point of contact is solely responsible for authorizing or denying each User request for access to Transactions through Vision Services. When authorizing requests, security criteria must be verified by Pioneer. This includes verifying: . Appropriate Level of Authorization. Please note, each authorization will provide access to the level indicated on DST's Authorization Request. Access may be requested at the dealer, dealer/branch, dealer/representative, tax ID, or Trust/TPA level. . Accurate Access Security Criteria. Pioneer must verify that each field authorized in the security criteria accurately represents the dealer/branch/representative or tax ID information which appears on the master of the representative's clients accounts. 100% of the representative's accounts should reflect the authorized criteria. Pioneer assumes all responsibility for verifying the security level of each new User authorization request. DST shall not be required to verify that the person who processes the Authorization Request is legally authorized to do so on behalf of Pioneer and DST shall be entitled to rely conclusively upon such approval/denial without further duty to inquire. 3. Password & ID Notification. When Pioneer approves an authorization request, the User's ID is updated for the authorized security and an e-mail is sent to the User notifying him/her of their access to the Vision Web Site. Users are required to establish their own initial password at a URL designated by DST (at the date of this Schedule - www.dstvision.com/assignpswd.html). 24 SERVICE EXHIBIT TRAC PARTICIPANT INTERNET SERVICES 1. TRAC Participant Internet Services. Pioneer has requested, and DST will provide TRAC Participant Internet Services as part of DST FAN Services, pursuant to the terms of the DST FAN Services Schedule (the "Schedule") between Pioneer and DST. Pioneer provides certain recordkeeping services to sponsors of employer-sponsored retirement savings plans ('Retirement Plans"). Through TRAC Participant Internet Services, Participant Transaction requests are received via the Internet and routed to the computer systems utilized by Pioneer to provide recordkeeping services for Retirement Plans, as further described in this Service Exhibit. 2. Definitions. For purposes of this Service Exhibit, the following additional definitions shall apply (in addition to all other defined terms in the Schedule): . "Customer Web Site" shall mean the collection of electronic documents or pages residing on the computer system of Pioneer (or an Internet Service Provider ("ISP") hired by Pioneer) connected to the Internet and accessible through the World Wide Web, where Participants may view information about the Retirement Plans and the Financial Products in which Plans are, or may be, invested and access the various Transaction screens provided by Pioneer. . "FAN Web Authentication" shall mean the User authentication process, utilized by TRAC Participant Internet Services if Pioneer has not chosen Single Signon as one of the options from the TRAC Participant Internet Advanced Package Guide, whereby User authentication information is collected and transmitted, and User personal identification number (PIN) information is created, changed and reset via an Internet link between the DST Web Site and the User's web browser. . "Financial Products" shall include the various securities which may be held by Retirement Plan trustees, including capital stock of the employers (or their affiliates) which sponsor Retirement Plans, guaranteed interest contracts and shares of registered investment companies other than those which are serviced by Pioneer, and any other form of investment vehicle which is eligible for inclusion in a Retirement Plan portfolio under the applicable Retirement Plan documents and applicable law. . "Participant" shall mean the record owner of interests in a Retirement Plan with respect to which Pioneer provides recordkeeping services and certain Financial Products held by a Retirement Plan. . "Single Signon" shall mean the function of TRAC Participant Internet Services, available to Pioneer as one of the options from the TRAC Participant Internet Advanced Package Guide, enabling Pioneer to (i) manage User login procedures at the Customer Web Site and collect User authentication information and pass such information to the DST Web Site for User authentication utilizing server-to-server "https" requests and text responses between the DST Web Site and the Customer Web Site, and (ii) create, change and reset User personal identification number (PIN) information directly at the Customer Web Site. . "TRAC Participant Internet Advanced Package Guide" shall mean the FAN Options consisting of a guide explaining the optional features and functions for the TRAC Participant Internet Access 25 which are selected by Pioneer, and the processes needed to activate these functions, for the various components of the product, a copy of which has been provided to Pioneer. . For purposes of TRAC Participant Internet Services only, "Transactions" shall mean Participant Retirement Plan balance inquiries, address changes, exchanges or Participant investment reallocation, investment election changes, loan requests, distribution requests and other transactions offered by TRAC Participant Internet Services in the future. . "User(s)" shall, for purposes of this Service Exhibit only, mean, Participants. 3. DST Responsibilities. In connection with its performance of TRAC Participant Internet Access Services, DST shall: (a) receive Transaction requests electronically transmitted to the DST Web Site via the Internet following execution of a link from the Customer Web Site to the DST Web Site and route Transaction requests through FAN to the computer systems utilized by Pioneer to provide recordkeeping services for Retirement Plans using Single Signon or FAN Web Authentication, as applicable, for the collection and presentation of Participant authentication information; (b) deliver to Pioneer a TRAC Participant Internet Advanced Package Guide ; and (c) perform all other DST obligations as set forth in the Schedule. 4. Pioneer Responsibilities. In connection with its use of TRAC Participant Internet Services, Pioneer shall: (a) provide all computers, telecommunications equipment and other equipment and software reasonably necessary to develop and maintain the Customer Web Site; (b) design and develop the Customer Web Site functionality necessary to facilitate and maintain the hypertext links to the DST Web Site and the various Transaction Web pages and otherwise make the Customer Web Site available to Participants; (c) configure and at all times maintain the FAN Options (including PIN security options) via 3270 terminal screens at Pioneer's facilities in accordance with the TRAC Participant Internet Advanced Package Guide; (d) if Pioneer has selected Single Signon as one of the FAN Options from the TRAC Participant Internet Advanced Package Guide, collect at the Customer Web Site via Single Signon, and incorporate into the Transaction request, the Participant authentication information for the specified Transaction, as applicable for the Transaction and the FAN Options from the TRAC Participant Internet Advanced Package Guide chosen by Pioneer; (e) provide DST with such written instructions as it may request from time to time relating to the performance of DST's obligations hereunder; and (f)perform all other Pioneer obligations as set forth in the Schedule. 5. Fees. The fees payable to Boston Financial by Pioneer for TRAC Participant Internet Services under this Schedule are set forth on Exhibit B to the Master Agreement. 26 6. Customer-Controlled Content. DST provides Pioneer the ability to post content (plain text or HTML) to Pioneer's portion of the DST Web Site rather than have DST develop and install the content. This content is displayed and viewable to all Users authorized by Pioneer. The use of this feature is optional, at the discretion of Pioneer, and is subject to the following terms and conditions: (a) Pioneer is solely responsible for any and all content and hypertext links displayed in the Customer-Controlled Content Areas of the DST Web Site. (b) Pioneer is solely responsible for compliance with all legal and regulatory requirements which may apply to content and hypertext links at the Customer-Controlled Content Areas of the DST Web Site, including, but not limited to copyright, trade secret and intellectual property laws and federal and state securities laws which may apply to the promotion of mutual fund products and securities or other Financial Products, as applicable, electronically and over the Internet. (c) DST reserves the right, but has no duty, to monitor the Customer-Controlled Content Areas of the DST Web Site for adherence to the terms of this Schedule and may disclose any and all data and information posted to the Customer-Controlled Content Areas of the DST Web Site to the extent necessary to protect the rights or property of DST, its affiliates or licensees, or to satisfy any law, regulation or authorized governmental request. (d) DST reserves the right, but has no duty, to prohibit conduct, promotional material, hypertext links to certain sites, comments, responses or any communication, data, information or content posted to the Customer-Controlled Content Areas of the DST Web Site which it deems, in its sole discretion, to be harmful to DST, its customers or any other person or entity. (e) Pioneer acknowledges that DST cannot ensure editing or removal of any inappropriate, questionable or illegal content posted to the Customer-Controlled Content Areas of the DST Web Site or to any site on the Internet accessed from a hypertext link at the Customer-Controlled Content Areas of the DST Web Site. Accordingly, Pioneer agrees that DST has no liability for any action or inaction with respect to content or hypertext links posted to or deleted from the Customer-Controlled Content Areas of the DST Web Site and Pioneer shall indemnify and hold DST harmless from and against any and all costs, damages and expenses (including attorney's fees) arising out of the posting of content or hypertext links at the Customer-Controlled Content Areas of the DST Web Site. Exhibit Term: January 1, 2012 through December 31, 2016. At the end of the initial Exhibit Term above (the "Initial Exhibit Term"), this Service Exhibit shall automatically renew for additional, successive twelve (12)-month terms (each, a "Renewal Exhibit Term") unless terminated by either Party by written notice to the other at least sixty (60) days prior to the end of the Initial Exhibit Term or any Renewal Exhibit Term, in which case the effective date of such termination notice shall be the end of the relevant Initial Exhibit Term or Renewal Exhibit Term. The Initial Exhibit Term and any Renewal Exhibit Term(s) are 27 referred to herein as the Exhibit Term. Nothing in this paragraph shall alter or affect either Party's ability to terminate the Schedule and this Service Exhibit as set forth in Article VI of the Schedule. PIONEER INVESTMENT MANAGEMENT SHAREHOLDER SERVICES, INC. DST SYSTEMS, INC. By /s/ Tracy Connelly By /s/ Fred Quatrocky ----------------------------- ------------------------------ Name: Tracy Connelly Name: Fred Quatrocky Title: Senior Vice President Title: Vice President Address: 60 State Street Boston, Massachusetts 02109 Kansas City, Missouri 64105-1594 Tel: 617-422-4439 Tel: (816) FAX: FAX: (816) ----------------------------- 28 Security Procedures - TRAC Participant Internet Services 1. ID / Password Requirements Initial authentication of a User in TRAC Participant Internet Services is accomplished with the Social Security Number (SSN) and is used to issue a personal identification number (PIN) to the User. 2. Encryption The DST Web server runs Secure Sockets Layer ("SSL"). The purpose of using SSL is to encrypt data transmissions through the DST Web Site and block communications through the DST Web Site from Internet browsers which do not support SSL data encryption. As part of the FAN Options, Pioneer may select the standard level of encryption supported by the DST Web Site at 48 bit or 128-bit encryption. 3. Network Access Control A computer referred to as a "router" is located between the Internet backbone connection and the DST Web server. The purpose of the router is to control the connectivity to the DST Web server at the port level. This equipment is located at DST's Winchester data center, but it is administered and maintained by an independent firewall provider. Changes to the systems residing on this computer are submitted to the firewall provider for remote administration. DST is advised by its current firewall provider that this equipment will not interrogate data, and that its only function is to limit the type of traffic accessing the DST Web server to the suite of Hyper-Text Transfer Protocols ("HTTP") transmissions. Ports on the router are configured to be consistent with ports on the DST Web server. DST is advised by its current firewall provider that all other ports on the router other than those configured for the DST Web server are not accessible from the Internet. The DST Web server utilizes a UNIX operating system. All services and functions within the DST Web server operating system are deactivated with the exception of services and functions which support HTTP. This is the required service for HTML content which is what the FAN Transactions are based upon. The general purpose of this feature is to prevent external users from entering UNIX commands or running UNIX based processes on the DST Web server. All ports on the DST Web server, except those required by FAN (the ports accessed through the firewall provider's router), are disabled. All "listeners" are deactivated. Directory structures are "hidden" from the user. Services which provide directory information are also deactivated. DST administrators gain access to the DST Web server through the physical console connected to the DST Web server, or through the internal network via DST Secure ID. FAN also incorporates a data mapping system referred to as the "CICS Mapper". The function of the CICS Mapper is to perform data packaging, security interrogation, and protocol conversion. Data received by the CICS Mapper from the DST Web server is interrogated for authenticity, repackaged for the DST TA/2000 mainframe system, and protocols are converted for communication. The CICS Mapper is programmed to terminate the session/Transaction between the User and FAN if data authentication fails. Alerts are provided to system administrators upon termination. 4. Limitation of Users Access of DST personnel to the DST Web server is restricted within DST to a limited number of users based upon DST system administration requirements, as determined by appropriate DST systems managers from time to time. 5. Independence of Each Customer's Location on the Web Server 29 Independence of customer presence on the DST Web server is accomplished by establishing individual data set partitions on the DST Web server that are designed to be separate from other partitions. Each customer's presence resides within a separate data and directory structure on the DST Web server. The base transaction code required by FAN is, however, shared by all data set partitions. Each customer URL on the DST Web server will identify a separate customer presence. The customer URL is designed to omit distinguishing characteristics of the URL which could identify the customer or DST to the User, and each customer will have a unique URL. The URL is in the following format: 40 bit encryption example: https://www2.financialtrans.com/ft/Disclaim?cz=123456789 128 bit encryption example: https://www3.financialtrans.com/ft/Disclaim?cz=123456789 where the data following the 'cz=' will be unique to Customer. The Customer URL is not advertised by DST. Initial access to the Customer presence on the DST Web server will be through the Customer Web Site. Book marking of HTML pages within Customer's site on the DST Web server is not allowed with the exception of either a legal terms page or the logon page, which is the initial page presented to the User upon entry to the DST Web server. The FAN Options selected by Customer determine which initial page will be displayed to the User. 6. Right to Audit Pioneer may audit, at its expense, the DST Web Site once in each 12 month period and any associated systems or networks within FAN, after providing reasonable written notice to DST. The audit may include review of configurations, audit trails, and maintenance of systems and software within FAN associated with the DST Web Site. Tools which may be used for the audit may include network security tools; provided, that DST may specify the time at which any tool is used, if DST reasonably believes that such tool may affect system performance. The audit will be coordinated through the DST Internal Audit Office and DST will be entitled to observe all audit activity. Pioneer will not perform any action that may interfere with the uptime or stability of DST's systems or networks. Subject to the foregoing, Pioneer may perform any audit activity which is technically possible for a user of the public Internet. In particular, Pioneer and its review team will be considered authorized users and DST will not seek prosecution under any computer crime or other applicable statutes for such activity. 30 SERVICE EXHIBIT TRAC PLAN SPONSOR INTERNET ACCESS 1. TRAC PLAN SPONSOR INTERNET ACCESS. Pioneer has requested, and DST will provide TRAC Plan Sponsor Internet Access as one of the FAN Services pursuant to the terms of the DST FAN Services Schedule (the "Schedule") between Pioneer and DST. Pioneer provides certain recordkeeping services to sponsors of employer-sponsored retirement savings plans ("Retirement Plans"). TRAC Plan Sponsor Internet Access consists of the services provided by DST, utilizing DST's FAN Services, whereby employer sponsors (the "Plan Sponsors") of the Retirement Plans may submit Transaction requests via the Internet directly to the computer systems utilized by Pioneer to provide recordkeeping services for Plans, as described further in this Service Exhibit. 2. Definitions. For purposes of this Exhibit, the following additional definitions shall apply (in addition to all other defined terms in the Schedule): . "Customer Web Site" shall mean the collection of electronic documents or pages residing on the computer system of Pioneer (or an Internet Service Provider ("ISP") hired by Pioneer) connected to the Internet and accessible through the World Wide Web, where Users may view information about the Plans and the Financial Products in which the Retirement Plans are, or may be, invested and access the various Transaction screens provided by Pioneer. . "TRAC Web Authentication" shall mean the User authentication process, utilized by TRAC Plan Sponsor Internet Access Services if Pioneer has not chosen Single Signon as one of the FAN Options, whereby User authentication information is collected and transmitted, and User personal identification number (PIN) information is created, changed and reset via an Internet link between the DST Web Site and the User's web browser. . "Financial Products" shall include the various securities which may be held by Retirement Plan trustees, including capital stock of the employers (or their affiliates) which sponsor Retirement Plans, guaranteed interest contracts, and shares of registered investment companies other than those which are serviced by Pioneer and any other form of investment vehicle which is eligible for inclusion in a Retirement Plan portfolio under the applicable Retirement Plan documents and applicable law. . "Participant" shall mean a participant in a Retirement Plan with respect to which Pioneer provides recordkeeping services. . "Single Signon" shall mean the function of Web Services, available to Pioneer as one of the FAN Options, enabling Pioneer to (i) manage User login procedures at the Customer Web Site and collect User authentication information and pass such information to the DST Web Site for User authentication utilizing server-to-server "https" requests and text responses between the DST Web Site and the Customer Web Site, and (ii) create, change and reset User personal identification number (PIN) information directly at the Customer Web Site. . For the purposes of TRAC Plan Sponsor Internet Access only, "Transactions" shall mean Retirement Plan and Plan Sponsor originated Participant account inquiries, requests to change Participant investment allocations (available only to Plan Sponsors), address 31 changes, distribution approvals and other transactions offered and approved for use by Plan Sponsors by FAN Web in the future, and shall not include the types of transactions processed by FAN for record for record owners of shares of mutual funds held outside of Retirement Plans. . "User(s)" shall, for purposes of the TRAC Plan Sponsor Internet Access only, mean Plan Sponsors. . "TRAC Plan Sponsor Internet Advanced Package Guide" shall mean the guide explaining the optional features and functions for the TRAC Plan Sponsor Internet Access which are selected by Pioneer, and the processes needed to activate these functions, for the various components of the product, a copy of which has been provided to Pioneer. 3. DST Responsibilities. In connection with its performance of TRAC Plan Sponsor Internet Access Services, DST shall: (a) receive Transaction requests electronically transmitted to the DST Web Site via the Internet following execution of a link from the Customer Web Site to the DST Web Site and route Transaction requests through FAN to the computer systems utilized by Pioneer to provide recordkeeping services for Retirement Plans using Single Signon or FAN Web Authentication, as applicable for the collection and presentation of User authentication information. (b) deliver to Pioneer a TRAC Plan Sponsor Internet Advanced Package Guide; and (c) perform all other DST obligations as set forth in the Schedule and this Service Exhibit. 4. Pioneer Responsibilities. In connection with its use of TRAC Plan Sponsor Internet Access, Pioneer shall: (a) configure and at all times maintain the function and display options via 3270 terminal screens at Pioneer's facilities; (b) if Pioneer has selected Single Signon as one of the FAN Options, collect at the Customer Web Site via Single Signon, and incorporate into the Transaction request, the User authentication information for the specified Transaction, as applicable for the Transaction and the FAN Options chosen by Pioneer; (c) perform all other Pioneer obligations as set forth in the Schedule and this Service Exhibit; (d) provide all computers, telecommunications equipment and other equipment and software reasonably necessary to develop and maintain the Customer Web Site; (e) design and develop the Customer Web Site functionality necessary to facilitate and maintain the hypertext links to the DST Web Site and the various Transaction Web pages and otherwise make the Customer Web Site available to Users; and 32 (f) provide DST with such other written instructions as it may request from time to time relating to the performance of DST's obligations hereunder. 5. Fees. The fees payable to Boston Financial by Pioneer for TRAC Plan Sponsor Internet Access Services under this Schedule are set forth on Exhibit B to the Master Agreement. 6. Customer-Controlled Content. DST provides Pioneer the ability to post content (plain text or HTML) to Pioneer's portion of the DST Web Site rather than have DST develop and install the content. This content is displayed and viewable to all Users authorized by Pioneer. The use of this feature is optional, at the discretion of Pioneer, and is subject to the following terms and conditions: (a) Pioneer is solely responsible for any and all content and hypertext links displayed in the Customer-Controlled Content Areas of the DST Web Site. (b) Pioneer is solely responsible for compliance with all legal and regulatory requirements which may apply to content and hypertext links at the Customer-Controlled Content Areas of the DST Web Site, including, but not limited to copyright, trade secret and intellectual property laws and federal and state securities laws which may apply to the promotion of mutual fund products and securities or other Financial Products, as applicable, electronically and over the Internet. (c) DST reserves the right, but has no duty, to monitor the Customer-Controlled Content Areas of the DST Web Site for adherence to the terms of this Schedule and may disclose any and all data and information posted to the Customer-Controlled Content Areas of the DST Web Site to the extent necessary to protect the rights or property of DST, its affiliates or licensees, or to satisfy any law, regulation or authorized governmental request. (d) DST reserves the right, but has no duty, to prohibit conduct, promotional material, hypertext links to certain sites, comments, responses or any communication, data, information or content posted to the Customer-Controlled Content Areas of the DST Web Site which it deems, in its sole discretion, to be harmful to DST, its customers or any other person or entity. (e) Pioneer acknowledges that DST cannot ensure editing or removal of any inappropriate, questionable or illegal content posted to the Customer-Controlled Content Areas of the DST Web Site or to any site on the Internet accessed from a hypertext link at the Customer-Controlled Content Areas of the DST Web Site. Accordingly, Pioneer agrees that DST has no liability for any action or inaction with respect to content or hypertext links posted to or deleted from the Customer-Controlled Content Areas of the DST Web Site and Pioneer shall indemnify and hold DST harmless from and against any and all costs, damages and expenses (including attorney's fees) arising out of the posting of content or hypertext links at the Customer-Controlled Content Areas of the DST Web Site. 33 Exhibit Term: January 1, 2012 through December 31, 2016. At the end of the initial Exhibit Term above (the "Initial Exhibit Term"), this Service Exhibit shall automatically renew for additional, successive twelve (12)-month terms (each, a "Renewal Exhibit Term") unless terminated by either Party by written notice to the other at least sixty (60) days prior to the end of the Initial Exhibit Term or any Renewal Exhibit Term, in which case the effective date of such termination notice shall be the end of the relevant Initial Exhibit Term or Renewal Exhibit Term. The Initial Exhibit Term and any Renewal Exhibit Term(s) are referred to herein as the Exhibit Term. Nothing in this paragraph shall alter or affect either Party's ability to terminate the Schedule and this Service Exhibit as set forth in Article VI of the Schedule. PIONEER INVESTMENT MANAGEMENT DST SYSTEMS, INC. SHAREHOLDER SERVICES, INC. By /s/ Tracy Connelly By /s/ Fred Quatrocky ----------------------------- ------------------------------ Name: Tracy Connelly Name: Fred Quatrocky Title: Senior Vice President Title: Vice President Address: 60 State Street Boston, Massachusetts 02109 Kansas City, Missouri 64105-1594 Tel: 617-422-4439 Tel: (816) FAX: FAX: (816) ----------------------------- 34 TRAC PLAN SPONSOR INTERNET ACCESS Security Procedures 1. ID / Password Requirements Authentication of a User in TRAC Plan Sponsor Internet Access is based on a TRAC Web Operator ID and Password. Required - The TRAC Operator ID (assigned by the client or DST) has access authorization levels at the Retirement Plan level. Additionally, each Operator ID may, at Pioneer's option, have authorization levels at the User level as well. Retirement Plan level security will be established in the TRAC PLNSECUR on-line facility. The PLNSECUR facility is used to associate the appropriate Retirement Plans with an established operator ID. This facility must be used to attach Retirement Plans to and remove Retirement Plans from an operator ID throughout the life of that ID. Required - A password is used in conjunction with the TRAC Operator ID to access the Customer Web Site, which consequently provides access to any plan information that has been previously authorized by Pioneer. 2. Encryption The DST Web server runs Secure Sockets Layer ("SSL"). The purpose of using SSL is to encrypt data transmissions through the DST Web Site and block communications through the DST Web Site from Internet browsers which do not support SSL data encryption. The standard level of encryption supported by the DST Web Site is 128-bit encryption. 3. Network Access Control A computer referred to as a "router" is located between the Internet backbone connection and the DST Web server. The purpose of the router is to control the connectivity to the DST Web server at the port level. This equipment is located at DST's Winchester data center, but it is administered and maintained by an independent firewall provider. Changes to the systems residing on this computer are submitted to the firewall provider for remote administration. DST is advised by its current firewall provider that this equipment will not interrogate data, and that its only function is to limit the type of traffic accessing the DST Web server to the suite of Hyper-Text Transfer Protocols ("HTTP") transmissions. Ports on the router are configured to be consistent with ports on the DST Web server. DST is advised by its current firewall provider that all other ports on the router other than those configured for the DST Web server are not accessible from the Internet. The DST Web server utilizes a UNIX operating system. All services and functions within the DST Web server operating system are deactivated with the exception of services and functions which support HTTP. This is the required service for HTML content which is what the FAN Transactions are based upon. The general purpose of this feature is to prevent external users from entering UNIX commands or running UNIX based processes on the DST Web server. All ports on the DST Web server, except those required by FAN (the ports accessed through the firewall provider's router), are disabled. All "listeners" are deactivated. Directory structures are "hidden" from the user. Services which provide directory information are also deactivated. DST administrators gain access to the DST Web server through the physical console connected to the DST Web server, or through the internal network via DST Secure ID. 35 FAN also incorporates a data mapping system referred to as the "CICS Mapper". The function of the CICS Mapper is to perform data packaging, security interrogation, and protocol conversion. Data received by the CICS Mapper from the DST Web server is interrogated for authenticity, repackaged for the DST TA/2000 mainframe system, and protocols are converted for communication. The CICS Mapper is programmed to terminate the session/Transaction between the Shareholder and FAN if data authentication fails. Alerts are provided to system administrators upon termination. 4. Limitation of Users Access of DST personnel to the DST Web server is restricted within DST to a limited number of users based upon DST system administration requirements, as determined by appropriate DST systems managers from time to time. 5. Independence of Each Customer's Location on the Web Server Independence of customer presence on the DST Web server is accomplished by establishing individual data set partitions on the DST Web server that are designed to be separate from other partitions. Each customer's presence resides within a separate data and directory structure on the DST Web server. The base transaction code required by FAN is, however, shared by all data set partitions. Each customer URL on the DST Web server will identify a separate customer presence. The customer URL is designed to omit distinguishing characteristics of the URL which could identify the customer or DST to the User, and each customer will have a unique URL. The URL is in the following format: 40 bit encryption example: https://www2.financialtrans.com/ft/Disclaim?cz=123456789 128 bit encryption example: https://www3.financialtrans.com/ft/Disclaim?cz=123456789 where the data following the 'cz=' will be unique to Customer. The Customer URL is not advertised by DST. Initial access to the Customer presence on the DST Web server will be through the Customer Web Site. Book marking of HTML pages within Customer's site on the DST Web server is not allowed with the exception of either a legal terms page or the logon page, which is the initial page presented to the User upon entry to the DST Web server. The FAN Options selected by Customer determine which initial page will be displayed to the User. 6. Right to Audit Pioneer may audit, at its expense, the DST Web Site once in each 12 month period and any associated systems or networks within FAN, after providing reasonable written notice to DST. The audit may include review of configurations, audit trails, and maintenance of systems and software within FAN associated with the DST Web Site. Tools which may be used for the audit may include network security tools; provided, that DST may specify the time at which any tool is used, if DST reasonably believes that such tool may affect system performance. The audit will be coordinated through the DST Internal Audit Office and DST will be entitled to observe all audit activity. Pioneer will not perform any action that may interfere with the uptime or stability of DST's systems or networks. Subject to the foregoing, Pioneer 36 may perform any audit activity which is technically possible for a user of the public Internet. In particular, Pioneer and its review team will be considered authorized users and DST will not seek prosecution under any computer crime or other applicable statutes for such activity. 37 SCHEDULE VII PowerSelect Services 38 SCHEDULE NUMBER VII TO THE MASTER AGREEMENT BY AND BETWEEN PIONEER INVESTMENT MANAGEMENT SHAREHOLDER SERVICES, INC. AND BOSTON FINANCIAL DATA SERVICES, INC. ("Boston Financial") (the "Master Agreement")- PowerSelect(TM) Services THIS SCHEDULE NUMBER VII TO THE MASTER AGREEMENT, is made effective as of this 1st day of January, 2012, by and between PIONEER INVESTMENT MANAGEMENT SHAREHOLDER SERVICES, INC. ("Pioneer") and DST SYSTEMS, INC. ("DST"), and is hereby attached to and incorporated into the Master Agreement. WHEREAS, Pioneer has entered into the Master Agreement and Schedules with Boston Financial and certain of its Affiliates, whereby Pioneer has agreed to utilize the DST TA2000(R) System and DST Facilities to provide and support Pioneer's needs to service the Funds' securityholders recordkeeping activities; and WHEREAS, in connection with such use of the TA2000 System and DST Facilities, Pioneer desires to have the ability to access Pioneer's data and information as maintained on the TA2000 System by means of a DST System which supports comprehensive queries built by Pioneer ("PowerSelect"). WHEREAS, Pioneer desires to have the ability, with respect to Pioneer's own data only, to use DST's PowerSelect to query data and produce reports with respect to Pioneer's own data only (collectively, "Permitted Purposes"); WHEREAS, Pioneer believes that it will be beneficial to Pioneer and to its successful utilization of the DST Systems if an agreed upon number of its employees, designated by Pioneer, (the "Operator" or "Operators") are provided with a limited access to the PowerSelect for the Permitted Purposes; and WHEREAS, DST is willing to provide the Operators with limited access to PowerSelect, and therefore to the DST Systems and DST Facilities, only upon the terms and conditions set forth in the Master Agreement and hereinafter; NOW, THEREFORE, in consideration of the promises and the mutual agreements herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Pioneer and DST hereby agree as follows: Section 1. INCORPORATION OF THE MASTER AGREEMENT. The terms and conditions of the Master Agreement are hereby incorporated in this Schedule as if fully set forth herein except as modified in this Schedule. All capitalized terms used in this Schedule but not defined herein shall have the meaning ascribed to them in the Master Agreement or, if not defined in the Master Agreement, the meaning ascribed to them in any other Schedule. DST and Pioneer agree that for purposes of this Schedule, DST shall be deemed to have executed the Master Agreement in place of Boston Financial and to have accepted the terms thereof, and Pioneer further agrees that DST and not Boston Financial shall be solely responsible under this Schedule. 1 Section 2. POWERSELECT ID'S DST shall provide those Operators designated by Pioneer on Exhibit A hereto, as amended from time to time, up to the number thereof mutually agreed to by DST and Pioneer, as set forth in Exhibit A, as amended from time to time, with identity codes to enable them to enter PowerSelect and to access the DST Systems and DST Facilities (the "PowerSelect ID's"). PowerSelect access shall be permitted by Pioneer to only the Operators, each of whom will be an employee of Pioneer or an affiliate of Pioneer, and not to any other individuals. Section 3. PERMITTED PURPOSES Pioneer represents, warrants and covenants that the Operators will use their access to PowerSelect only to access Pioneer's own data and only as necessary to accomplish the Permitted Purposes. Pioneer acknowledges that any access other than such access as is necessary to accomplish Permitted Purposes or any use, misuse or disclosure of any DST Confidential Information residing in or on DST's computers is unauthorized and that any unauthorized access, use, misuse or disclosure of such DST Confidential Information residing in or on DST's computers may result in civil liabilities and may be subject to criminal penalties under applicable state law. Section 4. SUPERVISION OF OPERATORS Appropriate Pioneer supervisory personnel shall supervise the work of the Operators to assure that access is employed for: (a) only the Permitted Purposes and (b) only in accordance with the terms and conditions hereof. Section 5. DST SERVICES DST shall be entitled to: (a) extract and populate a database on a server (the "Server") with data and information as instructed by Pioneer from Pioneer's data on the affected DST System, updating such data nightly on business days; and (b) provide access to PowerSelect and comply with any request transmitted to DST thereby so long as such access and query are transmitted with or under a PowerSelect ID. PowerSelect IDs are provided by DST upon receipt from Pioneer of a properly completed and executed Exhibit A. Section 6. FEES AND CHARGES Pioneer shall pay to Boston Financial, in accordance with the terms set forth in the Master Agreement, upon receipt of Boston Financial's statement with respect to this Schedule, the fees and charges in the amounts as set out in Exhibit B to the Master Agreement, as amended from time to time, including all reasonable reimbursable expenses incurred by DST at the request of Pioneer. Section 7. LIABILITY; ADDITIONAL INDEMNIFICATION 7.01 Pioneer agrees that DST shall have no responsibility or liability for any harm, damage, loss, cost, expense or any other adverse consequences whatsoever arising out of or resulting from the choice of data and information to be transmitted to and maintained on the Server, the designing and structuring of queries and any reliance on or use made of the responses received from or through PowerSelect. Except to the extent that DST's losses, damages, harm, counsel fees and expenses resulted from DST's negligence or willful misconduct, Pioneer hereby agrees, in addition to the provisions of Section 7 of the Master Agreement, to indemnify DST and hold DST harmless against any losses, damages, harm, reasonable counsel fees or expenses whatsoever arising or resulting directly or indirectly 2 from (a) any use or reliance by Pioneer or any third party of the results obtained from any query or (b) any improper accessing of Pioneer's data, provided the person so accessing used a valid Operators' PowerSelect ID. Pioneer and DST further agree that the obligations set forth herein shall survive the termination of this Schedule and the Master Agreement. Section 8. STATUTE OF LIMITATION ON ASSERTION OF CLAIMS Except for a claim for indemnification under Section 7.01 of the Master Agreement, no action, at law or in equity, arising out of or connected with this Schedule, or DST's performance hereunder, shall be commenced by Pioneer more than twelve (12) months after the receipt of the output produced in response to a Pioneer query. Section 9. NOTICE OF BREACH Pioneer shall immediately notify DST any time it becomes aware that a breach of this Schedule has occurred. Section 10. DST's Proprietary Rights. Pioneer recognizes the proprietary right of DST in and to PowerSelect, including without limitation, all materials, information and data (exclusive of Pioneer's own data, but inclusive of the data of any other DST client, maintained on a DST operating system or the Server), in whatever form or media, including without limitation, forms, documents, specifications, system designs, technical manuals, structures, flow charts, file and screen formats, transmission interfaces, algorithms, account and transaction information, and code (the "Protected Information") and agrees that all Protected Information is a trade secret of or confidential to, or, in the alternative if published, is a copyright of, DST and is and shall remain the sole and exclusive property of DST IN WITNESS WHEREOF, the parties hereto executed this Schedule the day and year first above written. PIONEER INVESTMENT DST SYSTEMS, INC. MANAGEMENT SHAREHOLDER SERVICES, INC. By: /s/ Tracy Connelly By: /s/ Fred Quatrocky ------------------------------- ------------------------------ Name: Tracy Connelly Name: Fred Quatrocky Title: Senior Vice President Title: Vice President 3 EXHIBIT A SCHEDULE VII POWERSELECT SERVICES AUTHORIZED OPERATORS The following persons, presently and until DST is advised in writing to the contrary, are deemed to be authorized Operators for purposes of this Schedule VII to the Master Agreement. The list of Operators is subject to amendment from time to time by written notification to DST. DST shall return a signed copy of any amendment prior to DST being required to permit access to any individual added thereby. Rob Cameron Lenore Downs Mike Gorajec Joe Haddad Jeff Lucia Marvin Sutson Diane Wilcox Holly Lucas Alan Chin Steve Knight John McHugh ACCEPTED AND AGREED TO: PIONEER INVESTMENT DST SYSTEMS, INC. MANAGEMENT SHAREHOLDER SERVICES, INC. By: /s/ Tracy Connelly By: /s/ Fred Quatrocky ------------------------------- ------------------------------ Title: SVP Title: Vice President Proposed Effective Date Hereof (if not immediately effective upon acceptance by DST): ------------------- 4 SCHEDULE VIII DST Customer Centers SCHEDULE NUMBER VIII TO THE MASTER AGREEMENT BY AND BETWEEN PIONEER INVESTMENT MANAGEMENT SHAREHOLDER SERVICES, INC. AND BOSTON FINANCIAL DATA SERVICES, INC. ("Boston Financial") (the "Master Agreement")- DST CUSTOMER CENTERS USAGE AND NON-DISCLOSURE THIS SCHEDULE NUMBER VIII TO THE MASTER AGREEMENT, is made effective as of this 1st day of January, 2012, by and between PIONEER INVESTMENT MANAGEMENT SHAREHOLDER SERVICES, INC. ("Pioneer") and DST SYSTEMS, INC. ("DST"), and is hereby attached to and incorporated into the Master Agreement. WHEREAS, Pioneer has entered into the Master Agreement with Boston Financial and certain Schedules thereto with Boston Financial's Affiliates, whereby Pioneer is a licensee or user of certain DST software and related products and services ("DST Products"); WHEREAS, DST provides and supports web sites on public and secured networks (respectively, the "Internet" and "Intranet") to facilitate distribution of technical documentation about DST Products (the web sites provided for this purpose shall be referred to as the "DST CUSTOMER CENTER(S)"); WHEREAS, Pioneer has requested access to and use of DST CUSTOMER CENTER(S) in connection with its use of DST Products; and WHEREAS, DST is willing to allow Pioneer to access and use the DST CUSTOMER CENTER(S) only upon acceptance by Pioneer of the terms and conditions of this Schedule. NOW, THEREFORE, in consideration of the premises and mutual covenants and contained in the Master Agreement and this Schedule, DST and Pioneer agree as follows: SECTION 1. INCORPORATION OF THE MASTER AGREEMENT. The terms and conditions of the Master Agreement are hereby incorporated in this Schedule as if fully set forth herein except as modified in this Schedule. All capitalized terms used in this Schedule but not defined herein shall have the meaning ascribed to them in the Master Agreement or, if not defined in the Master Agreement, the meaning ascribed to them in any other Schedule. DST and Pioneer agree that for purposes of this Schedule, DST shall be deemed to have executed the Master Agreement in place of Boston Financial and to have accepted the terms thereof, and Pioneer further agrees that DST and not Boston Financial shall be solely responsible under this Schedule. SECTION 2. ACCESS. At no additional charge to Pioneer, DST will provide Pioneer with the uniform resource locator for the pertinent DST CUSTOMER CENTER and assign Pioneer an identifier and password to facilitate Pioneer's access to and use of such DST CUSTOMER CENTER in accordance with the terms and conditions of this Schedule. The assignment and delivery of Pioneer's identifier and password will be conducted in accordance with DST security procedures for Internet or Intranet DST CUSTOMER CENTERS, as applicable. The Intranet DST CUSTOMER CENTER may be accessed only through a dedicated line to DST's Intranet site. 1 SECTION 3. PERMITTED USE. Pioneer may only access and use the DST CUSTOMER CENTER(S) in the ordinary course of its business, to use the technical documentation posted therein as a reference and guide for Pioneer's permitted use, support and licensure of DST Products and, if DST includes a news group in any DST CUSTOMER CENTER, to participate in discussions about DST Products with DST and other DST customers who execute a Usage and Non-Disclosure Agreement with DST. Pioneer may post its questions and comments, and responses to any questions or comments posted by DST or any other DST customer in such DST CUSTOMER CENTER. All questions, comments and responses must be related solely to the permitted use, support or licensure of DST Products. Pioneer may print and copy documents or graphics from a DST CUSTOMER CENTER only for the permitted uses described above. Pioneer agrees that all prints or copies shall contain or refer to the copyright or proprietary notices in the DST CUSTOMER CENTER(S) from which it copied or printed. SECTION 4. PROHIBITED USE. Pioneer will not access or use any DST CUSTOMER CENTER for any purpose other than the permitted uses described in Section 3 of this Schedule. Without limiting the foregoing sentence, Pioneer agrees that it will not: (a) use the DST CUSTOMER CENTER(S) for personal communications or any communication which does not concern DST and DST Products; (b) modify any question, comment, response or other document after it has been posted to any DST CUSTOMER CENTER; (c) assist or permit any person not employed by Pioneer or any other entity to access or use any DST CUSTOMER CENTER; (d) transmit any worms, viruses or other disabling devices to, or otherwise interfere with or disrupt, any DST CUSTOMER CENTER; (e) print or copy documents created by parties other than DST and appearing in any DST CUSTOMER CENTER, unless authorized in advance by DST; (f) revise, delete or otherwise alter the format or content of the web site through which the DST CUSTOMER CENTER(S) are conducted; or (g) transmit any program code (source or machine readable) to, or download or otherwise copy any such material from, any DST CUSTOMER CENTER, unless authorized in advance by DST. SECTION 5. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION OBTAINED UNDER THIS SCHEDULE. (a) For purposes of information obtained under this Schedule or through access to or use of a DST CUSTOMER CENTER, "Confidential Information" includes, in addition to the those materials, in whatever form or media, described in the Master Agreement, all questions, comments, responses, data, documents, software, Pioneer's identification number and password and all other information posted on, or otherwise available through or relating to the DST CUSTOMER CENTER(S). 2 (b) Confidential Information shall not include any information subject to the provisions of Section 9.03 of the Master Agreement. (c) Pioneer shall not use any Confidential Information except in connection with its use of DST Products under written agreement(s) between Pioneer and DST. All usage of such DST Products, including any documents or software obtained through a DST CUSTOMER CENTER, is limited by the terms and conditions of such written agreement(s). Pioneer shall not disclose any Confidential Information to third parties without the prior express written consent of DST. Pioneer may disclose the Confidential Information to Pioneer's employees only as provided below. Pioneer shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to keep the Confidential Information protected from disclosure to third parties. (d) Pioneer may disclose Confidential Information only to those employees of Pioneer who have a need-to-know, and only to such employees who are obligated to maintain the confidentiality of such information and comply with the terms and conditions of this Schedule. Pioneer shall be responsible for ensuring compliance by all of its employees with the terms and conditions of this Schedule. Upon the termination of employment of any employee of Pioneer who has had access to any DST CUSTOMER CENTER, Pioneer shall delete such person's user identifier and password and Pioneer shall verify such as deleted in accordance with DST's security procedures for the applicable DST CUSTOMER CENTER. (e) Pioneer agrees to segregate all Confidential Information from materials of other parties in order to prevent commingling. Confidential Information may not be reproduced, summarized or distributed without the prior consent of DST. (f) Without limiting the foregoing, Confidential Information may not be used by Pioneer: (i) in connection with the solicitation or evaluation of any proposal for the sale of systems, goods or services by any competitor of DST; or (ii) in connection with the conduct of any activity similar to the DST CUSTOMER CENTER(S) in which a competitor of DST is participating. SECTION 6. RIGHTS AND REMEDIES. (a) Pioneer shall notify DST immediately upon discovery of any unauthorized use of any DST CUSTOMER CENTER or unauthorized use or disclosure of Confidential Information or any other breach of this Schedule by Pioneer, and will cooperate with DST in every respect to help DST regain possession of the Confidential Information and prevent any further unauthorized use of any DST CUSTOMER CENTER or the Confidential Information. (b) Upon receipt of written request by DST, Pioneer and its employees shall: (i) return to DST any Confidential Information and all copies thereof; (ii) destroy any analyses, compilations, studies or documents in whatever form or media made by it or its employees, consultants, agents or representatives containing any Confidential Information; and (iii) provide DST with a written statement certifying compliance with this paragraph. (c) In the event of any breach of this Schedule by Pioneer, DST may immediately revoke Pioneer's access to all DST CUSTOMER CENTER(S) without prior notice and terminate this Schedule. (d) Pioneer acknowledges and agrees that in the event of any breach or threatened breach of this Schedule, termination of this Schedule, revocation of access, monetary damages and legal remedies may not be sufficient remedies. DST may be entitled, without waiving any other rights 3 or remedies, to the issuance of an injunction (without payment of any bond or other deposit) for the purpose of preventing any further breach or threatened breach of this Schedule, as well as any other equitable and/or other relief as may be deemed appropriate by a court of competent jurisdiction. SECTION 7. REVIEW AND RETENTION OF MATERIAL. DST reserves the right, but has no duty, to monitor electronically the DST CUSTOMER CENTER(S) for adherence to the terms and conditions of this Schedule and may disclose any and all data and information posted to the DST CUSTOMER CENTER(S) to the extent necessary to protect the rights or property of DST, its affiliates or licensees, or to satisfy any law, regulation or authorized governmental request. DST reserves the right, but has no duty, to prohibit conduct, questions, comments, responses or any communication, data or information posted to the DST CUSTOMER CENTER(S) which it deems, in its sole discretion, to be harmful to DST, any affiliate of DST, any licensee or customer thereof or any other third party. Pioneer acknowledges that DST does not have the practical ability to restrict conduct, questions, comments, responses or other communications which might violate this Schedule, the rights of other parties or any laws prior to transmission to the DST CUSTOMER CENTER(S) or prior to periodic monitoring of its contents by DST. Pioneer also acknowledges that DST cannot ensure editing or removal of any inappropriate, questionable or illegal question, comment, response or other communication or material after it has been posted to the DST CUSTOMER CENTER(S). Accordingly, Pioneer agrees that DST has no liability for any action or inaction with respect to questions, comments, responses, communications or other materials posted to or deleted from the DST CUSTOMER CENTER(S). All questions, comments, responses, communications and other materials posted to any news group established by DST in any DST CUSTOMER CENTER may be removed by DST thirty days after they have been posted. SECTION 8. LIMITATION OF LIABILITY; EXCLUSION OF WARRANTIES. Under no circumstances shall DST be liable for any damages whatsoever, whether direct, indirect, incidental, consequential, special or exemplary (even if DST has been advised of, or has foreseen the possibility of such damages), arising from the access, use, or inability to access or use any DST CUSTOMER CENTER and the information on any DST CUSTOMER CENTER, including, without limitation, claims for defamation or loss of revenue or anticipated profits or lost business. THE DST CUSTOMER CENTER(S) ARE PROVIDED AS IS. DST DOES NOT MAKE, AND DST HEREBY SPECIFICALLY DISCLAIMS, ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE DST CUSTOMER CENTER(S), INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. NO MATERIAL POSTED TO THE DST CUSTOMER CENTER(S) SHALL CONSTITUTE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO DST OR ANY OTHER PRODUCT OR SERVICE OF DST OR ITS AFFILIATES, NOR SHALL ANY SUCH MATERIAL MODIFY OR AMEND THE TERMS OF ANY LICENSE OR OTHER CONTRACT BETWEEN PIONEER AND DST OR ITS AFFILIATES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DST SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING THE AVAILABILITY OF ANY DST CUSTOMER CENTER AT ANY PARTICULAR TIME OR FOR ANY LENGTH OF TIME. 4 SECTION 9. TERM. The term of this Schedule shall commence upon the first day on which any DST Product provided under any Schedule to the Master Agreement shall be used in production and shall remain in force until terminated by DST or Pioneer upon thirty (30) days prior notice. This Schedule shall automatically terminate upon the termination of the last license Schedule or service Schedule between DST (or any of its affiliates) and Pioneer then in effect. SECTION 10. MISCELLANEOUS. (a) All Confidential Information posted to any DST CUSTOMER CENTER by DST is and shall remain the property of DST. The posting of Confidential Information to any DST CUSTOMER CENTER does not place such material in the public domain or constitute any waiver by DST of any trademark, copyright or other proprietary rights in such material, or the grant of any express or implied right or license to Pioneer to, or under, DST's patents, copyrights, trademarks, trade secrets or other intellectual property. Pioneer hereby waives any and all copyrights or other proprietary rights to, or restrictions upon the use of any question, comment, response or other data or information posted to any DST CUSTOMER CENTER by Pioneer. (b) This Schedule, together with the Master Agreement, constitutes the entire agreement between the parties with respect to access to and use of a DST CUSTOMER CENTER, and supersedes any prior Usage and Non-Disclosure Agreements between the parties for access to a DST CUSTOMER CENTER. (c) If either party employs attorneys to enforce any rights arising out of or relating to this Schedule, the prevailing party shall be entitled to recover the reasonable fees of its attorneys and costs of legal action. (d) The obligations of Pioneer under Sections 3, 4 and 5 shall survive any termination of this Schedule by DST or Pioneer. PIONEER INVESTMENT DST SYSTEMS, INC. MANAGEMENT SHAREHOLDER SERVICES, INC. By: /s/ Tracy Connelly By: /s/ Fred Quatrocky ------------------------------- ------------------------------ Name: Tracy Connelly Name: Fred Quatrocky Title: Senior Vice President Title: Vice President 5 EX-99.H OTH MAT CONT 4 appendixa122716adminagency.txt APPENDIX A TO ADMINISTRATIVE AGENCY AGREEMENT APPENDIX A TO ADMINISTRATIVE AGENCY AGREEMENT Dated as of December 27, 2016 The following is a list of Trusts and Funds for which the Administrator shall provide services (as those services are described in Appendix B). This Appendix A may be amended to include or delete Trusts, Funds or services provided an executed copy of such revised Appendix is provided to the Administrator: Open-End Funds
Fund Accounting / Conversion Treasurer SEC Yield Compliance Expense Trust Fund Date Support Calculation SOI Monitoring Tax Administration ----- ---- ---------- ------------ ----------- --- ---------- --- -------------- Pioneer Bond Pioneer Bond March 5, [X] [X] [X] Fund Fund 2012 Pioneer Pioneer March 5, [X] [X] Emerging Emerging 2012 Markets Fund Markets Fund Pioneer Equity Pioneer Equity March 5, [X] [X] [X] Income Fund Income Fund 2012 Pioneer Fund Pioneer Fund March 5, [X] [X] [X] 2012 Pioneer High Pioneer High March 5, [X] [X] [X] Yield Fund Yield Fund 2012 Pioneer Asset Pioneer n/a [X] [X] [X] [X] [X] Allocation Trust Solutions - Conservative Fund Pioneer n/a [X] [X] [X] [X] [X] Solutions Growth Fund Pioneer n/a [X] [X] [X] [X] [X] Solutions - Balanced Fund Pioneer Mid Cap Pioneer Mid March 5, [X] [X] Value Fund Cap Value Fund 2012 Pioneer Money Pioneer U.S. March 5, [X] [X] [X] [X] [X] Market Trust Government 2012 Money Market Fund Pioneer Real Pioneer Real March 5, [X] [X] [X] Estate Shares Estate Shares 2012
Fund Accounting / Conversion Treasurer SEC Yield Compliance Expense Trust Fund Date Support Calculation SOI Monitoring Tax Administration ----- ---- ---------- ------------ ----------- --- ---------- --- -------------- Pioneer Series Pioneer March 5, [X] [X] [X] Trust II AMT-Free 2012 Municipal Fund Pioneer Select March 5, [X] [X] Mid Cap Growth 2012 Fund Pioneer Series Pioneer March 5, [X] [X] Trust III Disciplined 2012 Value Fund Pioneer Series Pioneer March 5, [X] [X] [X] Trust IV Classic 2012 Balanced Fund Pioneer March 5, [X] [X] [X] Multi-Asset 2012 Income Fund Pioneer Series Pioneer Global March 5, [X] [X] Trust V Equity Fund 2012 Pioneer High March 5, [X] [X] [X] Income 2012 Municipal Fund Pioneer U.S. n/a [X] [X] [X] Corporate High Yield Fund Pioneer Series Pioneer March 5, [X] [X] [X] Trust VI Floating Rate 2012 Fund Pioneer March 5, [X] [X] Flexible 2012 Opportunities Fund Pioneer Cayman March 5, [X] [X] Commodity Fund 2012 LTD Pioneer Series Pioneer Global March 5, [X] [X] [X] Trust VII High Yield Fund 2012 Pioneer Global March 5, [X] [X] [X] Multisector 2012 Income Fund
Fund Accounting / Conversion Treasurer SEC Yield Compliance Expense Trust Fund Date Support Calculation SOI Monitoring Tax Administration ----- ---- ---------- ------------ ----------- --- ---------- --- -------------- Pioneer Series Pioneer March 5, [X] [X] Trust VIII International 2012 Equity Fund Pioneer Series Pioneer March 5, [X] [X] [X] Trust X Dynamic Credit 2012 Fund Pioneer March 5, [X] [X] Fundamental 2012 Growth Fund Pioneer March 5, [X] [X] [X] Multi-Asset 2012 Ultra Short Income Fund Pioneer Series Pioneer Core March 5, [X] [X] Trust XI Equity Fund 2012 Pioneer Series Pioneer March 5, [X] [X] Trust XII Disciplined 2012 Growth Fund Pioneer Short Pioneer Short March 5, [X] [X] [X] Term Income Fund Term Income 2012 Fund Pioneer Pioneer March 5, [X] [X] [X] Strategic Strategic 2012 Income Fund Income Fund Pioneer Pioneer Bond March 5, [X] [X] [X] Variable VCT Portfolio 2012 Contracts Trust Pioneer March 5, [X] [X] Emerging 2012 Markets VCT Portfolio Pioneer Equity March 5, [X] [X] Income VCT 2012 Portfolio Pioneer Fund March 5, [X] [X] VCT Portfolio 2012 Pioneer Select March 5, [X] [X] Mid Cap Growth 2012 VCT Portfolio Pioneer High March 5, [X] [X] [X] Yield VCT 2012 Portfolio Pioneer Mid March 5, [X] [X] Cap Value VCT 2012 Portfolio Pioneer Real March 5, [X] [X] Estate Shares 2012 VCT Portfolio Pioneer March 5, [X] [X] [X] Strategic 2012 Income VCT Portfolio
Closed-End Funds
Fund Accounting / Conversion Treasurer SEC Yield Compliance Expense Trust Fund Date Support Calculation SOI Monitoring Tax Administration ----- ---- ---------- ------------ ----------- --- ---------- --- -------------- Pioneer Pioneer May 2, [X] [X] [X] [X] [X] [X] Diversified Diversified 2012 High Income High Income Trust Trust Pioneer Pioneer April 2, [X] [X] [X] [X] [X] [X] Floating Rate Floating Rate 2012 Trust Trust Pioneer High Pioneer High April 2, [X] [X] [X] [X] [X] [X] Income Trust Income Trust 2012 Pioneer ILS Pioneer ILS n/a [X] [X] [X] Interval Fund Interval Fund Pioneer Pioneer May 2, [X] [X] [X] [X] [X] [X] Municipal High Municipal High 2012 Income Trust Income Trust Pioneer Pioneer April 2, [X] [X] [X] [X] [X] [X] Municipal High Municipal High 2012 Income Income Advantage Trust Advantage Trust
BROWN BROTHERS HARRIMAN & CO. By: /s/ Elizabeth E. Prickett ----------------------------- Name: Elizabeth E. Prickett Title: Managing Director Date: 1/19/17 PIONEER INVESTMENT MANAGEMENT, INC. Each TRUST listed above, on behalf of the above-named Funds By: /s/ Gregg Dooling By: /s/ Mark E. Bradley ----------------------------- ---------------------------- Name: Gregg Dooling Name: Mark E. Bradley Title: CFO Title: Treasurer and CFO Date: 1/12/17 Date: 1/04/17 EX-99.J OTHER OPININ 5 ei022717consent.txt CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Post-Effective Amendment No. 35 to Registration Statement Amendment No. 333-46453 on Form N-1A of our report dated December 23, 2016, relating to the financial statements and financial highlights of Pioneer Equity Income Fund (the "Fund"), appearing in the Annual Report on Form N-CSR of the Fund for the year ended October 31, 2016. We also consent to the references to us under the headings "Financial Highlights" in the Prospectus and "Independent Registered Public Accounting Firm" and "Financial Statements" in the Statement of Additional Information, which are part of such Registration Statement. /s/ DELOITTE & TOUCHE LLP Boston, Massachusetts February 27, 2017 EX-99.M 12B-1 PLAN 6 distplan011017.txt 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.N 18F-3 PLAN 7 ei18f3plan-tshs.txt MULTIPLE CLASS PLAN PURSUANT TO RULE 18F-3 PIONEER EQUITY INCOME FUND Multiple Class Plan Pursuant to Rule 18f-3 Class A Shares, Class C Shares, Class K Shares, Class R Shares, Class T Shares and Class Y Shares January 10, 2017 Each class of shares of Pioneer Equity Income Fund (the "Fund") will have the same relative rights and privileges and be subject to the same sales charges, fees and expenses, except as set forth below. The Board of Trustees may determine in the future that other distribution arrangements, allocations of expenses (whether ordinary or extraordinary) or services to be provided to a class of shares are appropriate and amend this Multiple Class Plan accordingly without the approval of shareholders of any class. Except as set forth in the Fund's prospectus(es), shares may be exchanged only for shares of the same class of another Pioneer mutual fund. Article I. Class A Shares Class A Shares are sold at net asset value per share and subject to the initial sales charge schedule or contingent deferred sales charge ("CDSC") and minimum purchase requirements as set forth in the Fund's prospectus. Class A Shares shall be entitled to the shareholder services set forth from time to time in the Fund's prospectus with respect to Class A Shares. Class A Shares are subject to fees calculated as a stated percentage of the net assets attributable to Class A Shares under the Fund's Class A Rule 12b-1 Distribution Plan as set forth in such Distribution Plan. The Class A Shareholders have exclusive voting rights, if any, with respect to the Fund's Class A Rule 12b-1 Distribution Plan. Transfer agency fees are allocated to Class A Shares on a per account basis except to the extent, if any, such an allocation would cause the Fund to fail to satisfy any requirement necessary to obtain or rely on a private letter ruling from the Internal Revenue Service ("IRS") relating to the issuance of multiple classes of shares. Class A Shares shall bear the costs and expenses associated with conducting a shareholder meeting for matters relating to Class A Shares. The initial purchase date for Class A Shares acquired through (i) reinvestment of dividends on Class A Shares or (ii) exchange from another Pioneer mutual fund will be deemed to be the date on which the original Class A Shares were purchased. Article II. Class C Shares Class C Shares are sold at net asset value per share without the imposition of an initial sales charge. Class C Shares redeemed within one (1) year of purchase will be subject to a CDSC as set forth in the Fund's prospectus. Class C Shares are sold subject to the minimum purchase requirements set forth in the Fund's prospectus. Class C Shares shall be entitled to the shareholder services set forth from time to time in the Fund's prospectus with respect to Class C Shares. Class C Shares are subject to fees calculated as a stated percentage of the net assets attributable to Class C Shares under the Class C Rule 12b-1 Distribution Plan as set forth in such Distribution Plan. The Class C Shareholders of the Fund have exclusive voting rights, if any, with respect to the Fund's Class C Rule 12b-1 Distribution Plan. Transfer agency fees are allocated to Class C Shares on a per account basis except to the extent, if any, such an allocation would cause the Fund to fail to satisfy any requirement necessary to obtain or rely on a private letter ruling from the IRS relating to the issuance of multiple classes of shares. Class C Shares shall bear the costs and expenses associated with conducting a shareholder meeting for matters relating to Class C Shares. The initial purchase date for Class C Shares acquired through (i) reinvestment of dividends on Class C Shares or (ii) exchange from another Pioneer mutual fund will be deemed to be the date on which the original Class C Shares were purchased. Article III. Class K Shares Class K Shares are sold at net asset value per share without the imposition of an initial sales charge. Class K Shares are not subject to a CDSC upon redemption regardless of the length of the period of time such shares are held. Class K Shares are sold subject to the minimum purchase requirements set forth in the Fund's prospectus. Class K Shares shall be entitled to the shareholder services set forth from time to time in the Fund's prospectus with respect to Class K Shares. Class K Shares are not subject to fees payable under a distribution or other plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "Act"). The Class K Shareholders of the Fund have exclusive voting rights, if any, with respect to the Fund's possible future adoption of a Class K Rule 12b-1 Distribution Plan. Transfer agency fees are allocated to Class K Shares on a per account basis except to the extent, if any, such an allocation would cause the Fund to fail to satisfy any requirement necessary to obtain or rely on a private letter ruling from the IRS relating to the issuance of multiple classes of shares. Class K Shares shall bear the costs and expenses associated with conducting a shareholder meeting for matters relating to Class K Shares. The initial purchase date for Class K Shares acquired through (i) reinvestment of dividends on Class K Shares or (ii) exchange from another Pioneer mutual fund will be deemed to be the date on which the original Class K Shares were purchased. Article IV. Class R Shares Class R Shares are sold at net asset value per share without an initial sales charge. Class R Shares are not subject to a CSDC upon redemption regardless of the length of period of time such Shares are held. Class R Shares are sold to retirement plans that meet the eligibility requirements for Class R Shares set forth in the Fund's prospectus. Class R Shares shall be entitled to the shareholder services set forth from time to time in the Fund's prospectus with respect to Class R Shares. Class R Shares are subject to fees calculated as a stated percentage of the net assets attributable to Class R Shares under the Class R Rule 12b-1 Distribution Plan as set forth in such Distribution Plan. The Class R Shareholders of the Fund have exclusive voting rights, if any, with respect to the Fund's Class R Rule 12b-1 Distribution Plan. Transfer agency 2 fees are allocated to Class R Shares on a per account basis except to the extent, if any, such an allocation would cause the Fund to fail to satisfy any requirement necessary to obtain or rely on a private letter ruling from the IRS relating to the issuance of multiple classes of shares. Class R Shares shall bear the costs and expenses associated with conducting a shareholder meeting for matters relating to Class R Shares. The initial purchase date for Class R Shares acquired through (i) reinvestment of dividends on Class R Shares or (ii) exchange from another Pioneer mutual fund will be deemed to be the date on which the original Class R Shares were purchased. Article V. Class T Shares Class T Shares are sold at net asset value per share and subject to the initial sales charge schedule and minimum purchase requirements as set forth in the Fund's prospectus. Class T Shares are not subject to a CDSC upon redemption regardless of the length of the period of time such shares are held. Class T Shares shall be entitled to the shareholder services set forth from time to time in the Fund's prospectus with respect to Class T Shares. Class T Shares are subject to fees calculated as a stated percentage of the net assets attributable to Class T Shares under the Fund's Class T Rule 12b-1 Distribution Plan as set forth in such Distribution Plan. The Class T Shareholders have exclusive voting rights, if any, with respect to the Fund's Class T Rule 12b-1 Distribution Plan. Transfer agency fees are allocated to Class T Shares on a per account basis except to the extent, if any, such an allocation would cause the Fund to fail to satisfy any requirement necessary to obtain or rely on a private letter ruling from the Internal Revenue Service ("IRS") relating to the issuance of multiple classes of shares. Class T Shares shall bear the costs and expenses associated with conducting a shareholder meeting for matters relating to Class T Shares. The initial purchase date for Class T Shares acquired through reinvestment of dividends on Class T Shares will be deemed to be the date on which the original Class T Shares were purchased. There is no exchange privilege for Class T Shares. Rights of accumulation and letters of intent are not applicable to Class T Shares. Article VI. Class Y Shares Class Y Shares are sold at net asset value per share without the imposition of an initial sales charge. Class Y Shares are not subject to a CDSC upon redemption regardless of the length of the period of time such shares are held. Class Y Shares are sold subject to the minimum purchase requirements set forth in the Fund's prospectus. Class Y Shares shall be entitled to the shareholder services set forth from time to time in the Fund's prospectus with respect to Class Y Shares. Class Y Shares are not subject to fees payable under a distribution or other plan adopted pursuant to Rule 12b-1 under the Act. The Class Y Shareholders of the Fund have exclusive voting rights, if any, with respect to the Fund's possible future adoption of a Class Y Rule 12b-1 Distribution Plan. Transfer agency fees are allocated to Class Y Shares on a per account basis except to the extent, if any, such an allocation would cause the Fund to fail to satisfy any 3 requirement necessary to obtain or rely on a private letter ruling from the IRS relating to the issuance of multiple classes of shares. Class Y Shares shall bear the costs and expenses associated with conducting a shareholder meeting for matters relating to Class Y Shares. The initial purchase date for Class Y Shares acquired through (i) reinvestment of dividends on Class Y Shares or (ii) exchange from another Pioneer mutual fund will be deemed to be the date on which the original Class Y Shares were purchased. Article VII. Approval by Board of Trustees This Multiple Class Plan shall not take effect until it has been approved by the vote of a majority (or whatever greater percentage may, from time to time, be required under Rule 18f-3 under the Act) of (a) all of the Trustees of the Fund and (b) those of the Trustees who are not "interested persons" (as such term may be from time to time defined under the Act) of the Fund. Article VIII. Amendments No material amendment to this Multiple Class Plan shall be effective unless it is approved by the Board of Trustees of the Fund in the same manner as is provided for approval of this Multiple Class Plan in Article VII. 4