OMB APPROVAL OMB Number: 3235-0570 Expires: August 31, 2010 Estimated average burden hours per response.....18.9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES 		Investment Company Act file number 811-21460 Pioneer Series Trust II (Exact name of registrant as specified in charter) 60 State Street, Boston, MA 02109 (Address of principal executive offices) (ZIP code) Terrence J. Cullen, Pioneer Investment Management, Inc., 60 State Street, Boston, MA 02109 (Name and address of agent for service) Registrant's telephone number, including area code: (617) 742-7825 Date of fiscal year end: December 31 Date of reporting period: January 1, 2010 through June 30, 2010 Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. ITEM 1. REPORTS TO SHAREOWNERS. Pioneer AMT-Free Municipal Fund - -------------------------------------------------------------------------------- Semiannual Report | June 30, 2010 - -------------------------------------------------------------------------------- Ticker Symbols: Class A PBMFX Class B PBMUX Class C MNBCX Class Y PBYMX [LOGO] PIONEER Investments(R) visit us: pioneerinvestments.com Table of Contents Letter to Shareowners 2 Portfolio Management Discussion 4 Portfolio Summary 7 Prices and Distributions 8 Performance Update 9 Comparing Ongoing Fund Expenses 13 Schedule of Investments 15 Financial Statements 31 Notes to Financial Statements 39 Trustees, Officers and Service Providers 48 Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 1 President's Letter Dear Shareowner, Stock and bond markets around the globe have begun to recover over the past year from one of their most tumultuous periods in history. This is a welcome relief, and we are generally optimistic about the prospects for the economy going forward. Still, challenges remain. Unemployment is high; consumer demand and loan growth are weak; and housing has not returned to normal. At Pioneer, we have long advocated the benefits of investing for the long term. This strategy has generally performed well for many investors. Those who remained invested in the market during the downturn have most likely seen their portfolios start to recover over the past year, as the Dow Jones Industrial Average climbed back from the depressed levels we saw in early 2009. Many bond investors have similarly seen a strong rebound, with a broad-based recovery occurring across many different fixed-income asset classes. The riskiest asset classes, such as high-yield bonds, outperformed other fixed-income asset classes during most of 2009. At Pioneer, we are not changing the approach to investing that we have used for more than 80 years. We remain focused on company fundamentals and risk management. Our investment process is based on careful research into individual companies, quantitative analysis, and active portfolio management. This three-pillared process, which we apply to each of our portfolios, is supported by an integrated team approach and is designed to carefully balance risk and reward. While we see potential opportunities for making money in many corners of the markets around the globe, it takes research and experience to separate solid investment opportunities from speculation. Following this difficult period, many investors are rethinking their approach to investing and risk management. Some are questioning whether the basic investment principles they were taught in the past are still useful in today's markets. Complicating matters is that financial markets remain unpredictable. Our advice, as always, is to work closely with a trusted financial advisor to discuss your goals and work together to develop an investment strategy that meets your individual needs. There is no single best strategy that works for every investor. 2 Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 We invite you to learn more about Pioneer and our time-tested approach to investing by consulting with your financial advisor or visiting us online at www.pioneerinvestments.com. We greatly appreciate your trust in us and we thank you for investing with Pioneer. Sincerely, /s/ Daniel K. Kingsbury Daniel K. Kingsbury President and CEO Pioneer Investment Management USA, Inc. Any information in this shareowner report regarding market or economic trends or the factors influencing the Fund's historical or future performance are statements of the opinion of Fund management as of the date of this report. These statements should not be relied upon for any other purposes. Past performance is no guarantee of future results, and there is no guarantee that market forecasts discussed will be realized. Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 3 Portfolio Management Discussion | 6/30/10 In the following interview, Pioneer AMT-Free Municipal Fund's lead portfolio manager, David Eurkus, outlines the investment environment for tax-free bonds during the Fund's most recent semiannual period ended June 30, 2010, the Fund's performance, his investment strategy and his outlook going forward. Q How did the Fund perform during the six months ended June 30, 2010? A For the six months ended June 30, 2010, Pioneer AMT-Free Municipal Fund's Class A shares produced a 4.25% return at net asset value, while the Fund's benchmark, the Barclays Capital Municipal Bond Index (the Barclays Index), returned 3.31%. Over the same period, the average return of the 257 funds in Lipper's General Municipal Debt Category was 3.02%. Lipper, Inc. is an independent monitor of mutual fund performance. Q Could you describe the investment environment for tax-exempt bonds during the six months ended June 30, 2010? A Over the six-month period, the municipal bond market continued to recover from the severe disruptions in financial markets that took place in 2008, though the recovery progressed at a slower pace than during 2009. We continued to witness a high level of inflows from the money market sector into municipal bond funds because of near-zero interest rate levels for very short-term investment vehicles. Tax-exempt bonds also continued to benefit from reduced municipal supply, based in part on the Build America Bonds (BAB) program (created as part of 2009's large government stimulus package), which allows state and local governments to obtain subsidized financing in the taxable market. The U.S. economy continued to recover from the recent recession, though growth was slow and the environment difficult in light of a grim employment outlook. Ongoing high foreclosure rates in the housing market and a credit squeeze on small- and medium-sized businesses also posed challenges to economic expansion. In addition, the global economy grew more problematic during the six-month period, as a number of European countries were forced to seek assistance from the European Central Bank and the International Monetary Fund, and to commit to slashing their budgets going forward. The severe budgetary difficulties experienced by several E.U. countries spurred a flight to quality into U.S. Treasuries during the period, sending Treasury prices higher and their yields lower. Municipal bonds also performed well based on a favorable supply/demand dynamic, despite sluggish tax revenues and a resulting squeeze on the budgets of state, county and 4 Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 local governments. By the close of the six-month period (June 30, 2010), long-term municipal bonds were yielding 103% to Treasury issues of comparable maturity. Additionally, municipal default rates, despite the budgetary issues in many states, remained historically low. Q Can you discuss your overall investment strategy for the Fund during the six months ended June 30, 2010? A Our principal strategy for the Fund's portfolio is to purchase and hold discounted long-term municipal bonds, as such investments offer the highest yields in the tax-exempt marketplace. We also believe that longer-term issues offer the most attractive value over time. The Fund continues to have a strong focus on sectors vital to communities nationwide, whether the U.S. economy is growing or contracting. Those sectors include health care/ hospitals, public and private education, transportation, power and energy. During the six-month period, we continued to maintain a strong focus on overall portfolio quality. As of June 30, 2010, approximately 16% of the Fund's portfolio was rated AAA or the equivalent, and approximately 64% was rated A or better. In addition, the Fund is broadly diversified among a wide range of municipal bond sectors. Q What were the most significant contributors to and detractors from Fund performance during the six months ended June 30, 2010? A Because we continue to be comfortable with bond positions already built into the Fund's portfolio over the last two years--and with the Fund's long- duration stance--we did not make any significant purchases or sales over the period. As the tax-exempt market has performed well in the current environment, our broadly diversified, long-duration stance in a portfolio where many issues were originally purchased at a discount, contributed strongly to the Fund's outperformance of the Barclays Index and its Lipper peers during the six months ended June 30, 2010. The Fund has also benefited from previous investments in health care/hospital bonds, which are staging a recovery following a long period of uncertainty over the details contained in Federal health care legislation, now signed into law. Lastly, the Fund's credit stance, emphasizing A-rated and Baa-rated credits as often undervalued securities, contributed to benchmark-relative performance, as lower-rated investment-grade issues outperformed higher-quality municipal bonds. On the negative side, the Fund's holdings in California detracted slightly from returns, as the state's weak economy and budgetary problems negatively affected the performance of many California-based municipal issues. We are comfortable, however, with the Fund's positions within California, as we believe that the economy there has bottomed and is beginning a very gradual recovery. Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 5 Q What is your outlook? A We believe that the U.S. economy will continue to grow, though at a modest rate. Inflation seems to be under control, and based on its regular series of statements, the Federal Reserve Board will most likely refrain from raising short-term interest rates for the foreseeable future. We remain optimistic regarding the prospects for the tax-exempt market, as municipal yields continue to look attractive on a tax-equivalent basis compared with Treasuries. As stated, the BAB program should continue to provide a boost to the market for existing tax-exempt bonds. Additionally, the possibility of higher Federal taxes in the future has made municipal bonds look even more attractive to many investors. The Fund intends to continue to hold select long-term tax-exempt bonds that we believe have the strongest opportunity to perform well, and will seek to avoid municipals that could falter due to budgetary problems on the part of their issuers. We will continue to monitor the Fund's holdings closely to ensure their integrity and quality, and the timely payment of principal and interest on our investments. The Fund remains broadly diversified, with only very limited exposure to general obligation bonds, which are more tied to states' general revenues. The vast majority of Fund holdings are in bonds with dedicated revenue streams, which we also continue to monitor closely. Going forward, we will continue to look for opportunities to lock in attractive yields from high-quality, long-term tax-free bonds. We believe that Pioneer AMT-Free Municipal Fund continues to be a suitable vehicle for appropriate long-term investors seeking high income free from Federal taxes. Please refer to the Schedule of Investments on pages 15-30 for a full listing of Fund securities. When interest rates rise, the prices of fixed-income securities in the Fund will generally fall. Conversely, when interest rates fall, the prices of fixed-income securities in the Fund will generally rise. Investments in the Fund are subject to possible loss due to the financial failure of issuers of underlying securities and their inability to meet their debt obligations. Investing in foreign and/or emerging markets securities involves risks relating to interest rates, currency exchange rates, economic, and political conditions. At times, the Fund's investments may represent industries or industry sectors that are interrelated or have common risks, making it more susceptible to any economic, political, or regulatory developments or other risks affecting those industries and sectors. Past performance is not guarantee of future results, and there is no guarantee that market forecasts discussed will be realized. Any information in this shareholder report regarding market or economic trends or the factors influencing the Fund's historical or future performance are statements of the opinion of fund management as of the date of this report. These opinions should not be relied upon for any other purposes. 6 Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 Portfolio Summary | 6/30/10 Portfolio Quality - -------------------------------------------------------------------------------- (As a percentage of total investment portfolio) [The following data was represented as a pie chart in the printed material] AAA 16.4% AA 24.3% A 23.1% BBB 28.9% BB & Lower 7.1% Commercial Paper 0.2% Sector Distribution - -------------------------------------------------------------------------------- (As a percentage of total investment portfolio) [The following data was represented as a pie chart in the printed material] Insured 35.1% Health 26.4% Various Revenues 9.3% Special Revenues 6.8% Education 4.6% Water & Sewer 3.4% General Obligation 2.9% Transportation 2.8% Pollution Control Revenue 2.6% Escrowed 2.3% Housing 1.9% Power 1.7% Reserves 0.2% 10 Largest Holdings* - -------------------------------------------------------------------------------- (As a percentage of total long-term holdings) 1. California Statewide Communities Development Authority, 5.0%, 8/15/47 1.84% - -------------------------------------------------------------------------------- 2. California State, 4.25%, 8/1/33 1.83 - -------------------------------------------------------------------------------- 3. Massachusetts State Housing Finance Agency, 5.4%, 12/1/28 1.55 - -------------------------------------------------------------------------------- 4. North Carolina Eastern Municipal Power, 6.0%, 1/1/22 1.52 - -------------------------------------------------------------------------------- 5. Dallas County Texas Utility & Reclamation, 5.375%, 2/15/29 1.52 - -------------------------------------------------------------------------------- 6. Public Authority For Colorado Energy, 6.5%, 11/15/38 1.47 - -------------------------------------------------------------------------------- 7. Dallas-Fort Worth Texas International Airport, 6.0%, 11/1/14 1.37 - -------------------------------------------------------------------------------- 8. New Jersey Transportation, 0.0%, 12/15/27 1.34 - -------------------------------------------------------------------------------- 9. Tampa-Hillsborough County Florida, 4.0%, 7/1/34 1.29 - -------------------------------------------------------------------------------- 10. Philadelphia Hospital, 5.0%, 7/1/34 1.23 - -------------------------------------------------------------------------------- * This list excludes temporary cash and derivative instruments. The portfolio is actively managed, and current holdings may be different. The holdings listed should not be considered recommendations to buy or sell any security listed. Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 7 Prices and Distributions | 6/30/10 Net Asset Value per Share - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Class 6/30/10 12/31/09 - -------------------------------------------------------------------------------- A $13.11 $12.86 - -------------------------------------------------------------------------------- B $13.02 $12.78 - -------------------------------------------------------------------------------- C $13.01 $12.77 - -------------------------------------------------------------------------------- Y $13.08 $12.84 - -------------------------------------------------------------------------------- Distributions per Share: 1/1/10-6/30/10 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Net Investment Short-Term Long-Term Class Income Capital Gains Capital Gains - -------------------------------------------------------------------------------- A $0.2930 $ -- $ -- - -------------------------------------------------------------------------------- B $0.2337 $ -- $ -- - -------------------------------------------------------------------------------- C $0.2391 $ -- $ -- - -------------------------------------------------------------------------------- Y $0.3094 $ -- $ -- - -------------------------------------------------------------------------------- Index Definitions - -------------------------------------------------------------------------------- The Barclays Capital Municipal Bond Index is a broad measure of the municipal bond market. Index returns are calculated monthly, assume reinvestment of dividends and, unlike Fund returns, do not reflect any fees, expenses or sales charges. You cannot invest directly in an index. The index defined here pertains to the "Value of $10,000 Investment" charts shown on pages 9-12. 8 Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 Performance Update | 6/30/10 Class A Shares Investment Returns - -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Pioneer AMT-Free Municipal Fund at public offering price, compared to that of the Barclays Capital Municipal Bond Index. Average Annual Total Returns (As of June 30, 2010) - -------------------------------------------------------------------------------- Net Asset Public Offering Period Value (NAV) Price (POP) - -------------------------------------------------------------------------------- 10 Years 5.49% 5.00% 5 Years 3.47 2.51 1 Year 14.29 9.11 - -------------------------------------------------------------------------------- Expense Ratio (Per prospectus dated May 1, 2010) - -------------------------------------------------------------------------------- Gross Net - -------------------------------------------------------------------------------- 0.88% 0.82% - -------------------------------------------------------------------------------- [THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment Pioneer AMT-Free Barclays Capital Municipal Fund Municipal Bond Index 6/00 9,550 10,000 10,582 10,998 6/02 11,242 11,759 12,416 12,786 6/04 12,431 12,883 13,735 13,945 6/06 13,895 14,068 14,535 14,728 6/08 14,676 15,205 14,250 15,779 6/10 16,286 17,295 Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. NAV results represent the percent change in net asset value per share. Returns would have been lower had sales charges been reflected. POP returns reflect deduction of maximum 4.50% sales charge. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Performance results reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds. Certain fee waivers are contractual through a specified period. Otherwise, fee waivers can be rescinded at any time. See the prospectus and financial statements for more information. The net expense ratio reflects the contractual expense limitation currently in effect through May 1, 2012 for Class A shares. There can be no assurance that Pioneer will extend the expense limitation beyond such time. Please see the prospectus and financial statements for more information. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. Pioneer AMT-Free Municipal Fund was created through the reorganization of predecessor fund, Safeco Municipal Bond Fund, on December 10, 2004. The performance shown for Class A shares of the Fund for periods prior to December 10, 2004, includes the performance of the predecessor fund's Class A shares, which has been restated to reflect differences in any applicable sales charges (but not differences in expenses). If all the expenses of the Fund were reflected, the performance would be lower. Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 9 Performance Update | 6/30/10 Class B Shares Investment Returns - -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Pioneer AMT-Free Municipal Fund, compared to that of the Barclays Capital Municipal Bond Index. Average Annual Total Returns (As of June 30, 2010) - -------------------------------------------------------------------------------- If If Period Held Redeemed - -------------------------------------------------------------------------------- 10 Years 4.63% 4.63% 5 Years 2.59 2.59 1 Year 13.26 9.26 - -------------------------------------------------------------------------------- Expense Ratio (Per prospectus dated May 1, 2010) - -------------------------------------------------------------------------------- Gross Net - -------------------------------------------------------------------------------- 1.71% 1.71% - -------------------------------------------------------------------------------- [THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment Pioneer AMT-Free Barclays Capital Municipal Fund Municipal Bond Index 6/00 10,000 10,000 11,016 10,998 6/02 11,603 11,759 12,711 12,786 6/04 12,629 12,883 13,838 13,945 6/06 13,910 14,068 14,418 14,728 6/08 14,420 15,205 13,881 15,779 6/10 15,722 17,295 Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. "If Held" results represent the percent change in net asset value per share. Returns would have been lower had sales charges been reflected. "If redeemed" returns reflect the deduction of applicable contingent deferred sales charge (CDSC). Class B shares reflect the deduction of the maximum applicable contingent deferred sales charge (CDSC). The maximum CDSC is 4.0% and declines over five years. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Performance results reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds. Certain fee waivers are contractual through a specified period. Otherwise, fee waivers can be rescinded at any time. See the prospectus and financial statements for more information. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. Pioneer AMT-Free Municipal Fund was created through the reorganization of predecessor fund, Safeco Municipal Bond Fund, on December 10, 2004. The performance shown for Class B shares of the Fund for periods prior to December 10, 2004, includes the performance of the predecessor fund's Class B shares, which has been restated to reflect differences in any applicable sales charges (but not differences in expenses). If all the expenses of the Fund were reflected, the performance would be lower. 10 Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 Performance Update | 6/30/10 Class C Shares Investment Returns - -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Pioneer AMT-Free Municipal Fund, compared to that of the Barclays Capital Municipal Bond Index. Average Annual Total Returns (As of June 30, 2010) - -------------------------------------------------------------------------------- If If Period Held Redeemed - -------------------------------------------------------------------------------- Life-of-Class (10/1/2003) 3.32% 3.32% 5 Years 2.67 2.67 1 Year 13.35 13.35 - -------------------------------------------------------------------------------- Expense Ratio (Per prospectus dated May 1, 2010) - -------------------------------------------------------------------------------- Gross Net - -------------------------------------------------------------------------------- 1.64% 1.64% - -------------------------------------------------------------------------------- [THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment Pioneer AMT-Free Barclays Capital Municipal Fund Municipal Bond Index 10/03 10,000 10,000 6/04 10,061 10,119 10,992 10,952 6/06 11,049 11,049 11,474 11,568 6/08 11,496 11,942 11,065 12,393 6/10 12,542 13,584 Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. Class C shares held for less than one year are also subject to a 1% contingent deferred sales charge (CDSC). 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. "If Held" results represent the percent change in net asset value per share. Returns would have been lower had sales charges been reflected. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Performance results reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds. Certain fee waivers are contractual through a specified period. Otherwise, fee waivers can be rescinded at any time. See the prospectus and financial statements for more information. Pioneer AMT-Free Municipal Fund was created through the reorganization of predecessor fund, Safeco Municipal Bond Fund, on December 10, 2004. The performance shown for Class C shares of the Fund for periods prior to December 10, 2004, includes the performance of the predecessor fund's Class C shares, which has been restated to reflect differences in any applicable sales charges (but not differences in expenses). If all the expenses of the Pioneer fund were reflected, the performance would be lower. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 11 Performance Update | 6/30/10 Class Y Shares Investment Returns - -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Pioneer AMT-Free Municipal Fund, compared to that of the Barclays Capital Municipal Bond Index. Average Annual Total Returns (As of June 30, 2010) - -------------------------------------------------------------------------------- If If Period Held Redeemed - -------------------------------------------------------------------------------- 10 Years 5.58% 5.58% 5 Years 3.65 3.65 1 Year 14.50 14.50 - -------------------------------------------------------------------------------- Expense Ratio (Per prospectus dated May 1, 2010) - -------------------------------------------------------------------------------- Gross Net - -------------------------------------------------------------------------------- 0.58% 0.55% - -------------------------------------------------------------------------------- [THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment Pioneer AMT-Free Barclays Capital Municipal Fund Municipal Bond Index 6/00 10,000 10,000 11,084 10,998 6/02 11,775 11,759 13,005 12,786 6/04 13,022 12,883 14,387 13,945 6/06 14,554 14,068 15,251 14,728 6/08 15,442 15,205 15,030 15,779 6/10 17,208 17,295 Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. Performance shown for periods prior to the inception of Class Y shares on November 10, 2006, reflects the NAV performance of the Fund's Class A shares. The performance does not reflect differences in expenses, including the Rule 12b-1 fees applicable to Class A shares. Since fees for Class A shares are generally higher than those of Class Y shares, the performance for Class Y shares prior to its inception would have been higher than that shown. Class Y shares are not subject to sales charges and are available for limited groups of eligible investors, including institutional investors. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Pioneer AMT-Free Municipal Fund was created through the reorganization of predecessor Safeco Municipal Bond Fund on December 10, 2004. The performance shown for Class A shares of the Fund for periods prior to December 10, 2004, includes the net asset value performance of the predecessor fund's Class A shares prior to the reorganization, which has not been restated to reflect differences in expenses, including 12b-1 fees applicable to Class A shares. If all the expenses of the Fund were reflected, the performance would be lower. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. Performance results reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds. Certain fee waivers are contractual through a specified period. Otherwise, fee waivers can be rescinded at any time. See the prospectus and financial statements for more information. The net expense ratio reflects the contractual expense limitation currently in effect through May 1, 2011, for Class Y shares. There can be no assurance that Pioneer will extend the expense limitation beyond such time. Please see the prospectus and financial statements for more information. 12 Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 Comparing Ongoing Fund Expenses As a shareowner in the Fund, you incur two types of costs: (1) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses; and (2) transaction costs, including sales charges (loads) on purchase payments. This example is intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 at the beginning of the Fund's latest six-month period and held throughout the six months. Using the Tables - -------------------------------------------------------------------------------- Actual Expenses The first table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period as follows: (1) Divide your account value by $1,000 Example: an $8,600 account value [divided by] $1,000 = 8.6 (2) Multiply the result in (1) above by the corresponding share class's number in the third row under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. Expenses Paid on a $1,000 Investment in Pioneer AMT-Free Municipal Fund Based on actual returns from January 1, 2010, through June 30, 2010. - -------------------------------------------------------------------------------- Share Class A B C Y - -------------------------------------------------------------------------------- Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00 Value on 1/1/10 - -------------------------------------------------------------------------------- Ending Account $1,042.50 $1,037.30 $1,037.80 $1,043.20 Value on 6/30/10 - -------------------------------------------------------------------------------- Expenses Paid $4.15 $8.49 $8.08 $2.79 During Period* - -------------------------------------------------------------------------------- * Expenses are equal to the Fund's annualized expense ratio of 0.82%, 1.68%, 1.60% and 0.55%, for Class A, Class B, Class C and Class Y shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 13 Hypothetical Example for Comparison Purposes The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the tables are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) that are charged at the time of the transaction. Therefore, the table below is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher. Expenses Paid on a $1,000 Investment in Pioneer AMT-Free Municipal Fund Based on a hypothetical 5% per year return before expenses, reflecting the period from January 1, 2010, through June 30, 2010. - -------------------------------------------------------------------------------- Share Class A B C Y - -------------------------------------------------------------------------------- Beginning Account $1,000.00 $1,000.00 $1,000.00 $1,000.00 Value on 1/1/10 - -------------------------------------------------------------------------------- Ending Account $1,020.73 $1,016.46 $1,016.86 $1,022.07 Value on 6/30/10 - -------------------------------------------------------------------------------- Expenses Paid $4.11 $8.40 $8.00 $2.76 During Period* - -------------------------------------------------------------------------------- * Expenses are equal to the Fund's annualized expense ratio of 0.82%, 1.68%, 1.60% and 0.55%, for Class A, Class B, Class C and Class Y shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). 14 Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 Schedule of Investments | 6/30/10 (unaudited) - --------------------------------------------------------------------------------------------------------- Floating S&P/Moody's Shares Rate (b) Ratings Value - --------------------------------------------------------------------------------------------------------- COMMON STOCK -- 0.2% TRANSPORTATION -- 0.2% Airlines -- 0.2% 209,297 Delta Air Lines, Inc.* $ 2,459,240 ------------ TOTAL COMMON STOCK (Cost $4,839,444) $ 2,459,240 - --------------------------------------------------------------------------------------------------------- Principal Amount($) - --------------------------------------------------------------------------------------------------------- MUNICIPAL BONDS -- 98.3% Alabama -- 0.9% 5,000,000 NR/NR Alabama Drinking Water Finance Authority, 4.0%, 8/15/28 $ 4,513,550 3,000,000 A+/A1 Birmingham AL Waterworks & Sewer, 4.375%, 1/1/32 2,797,740 1,500,000 NR/NR Sylacauga Alabama Health Care Authority, 6.0%, 8/1/35 1,224,135 ------------ $ 8,535,425 - --------------------------------------------------------------------------------------------------------- Arkansas -- 0.0% 250,000 A+/WR Arkansas State Development Finance Authority, 4.0%, 12/1/11 $ 260,898 ------------ $ 260,898 - --------------------------------------------------------------------------------------------------------- Arizona -- 4.9% 6,300,000 AA-/Aa3 Arizona Board Regents Certificates Partners, 4.0%, 6/1/31 $ 5,525,415 7,145,000 A+/NR Arizona Health Facilities Authority Revenue, 5.5%, 1/1/38 7,228,096 1,000,000 A/A1 Maricopa County Arizona, 5.0%, 6/1/35 1,000,730 7,155,000 AA/Aa2 Maricopa County Arizona High School District, 3.5%, 7/1/25 6,708,099 10,000,000 AA/Aa3 Phoenix Arizona Civic Import Corp., 5.5%, 7/1/43 8,801,800 4,000,000 AA/Aa3 Phoenix Arizona Civic Import Corp., District Revenue, 0.0%, 7/1/25 3,794,440 8,005,000 AA/Aa3 Phoenix Arizona Civic Import Corp., District Revenue, 0.0%, 7/1/26 7,537,028 530,000 NR/Baa3 Pima County Arizona Industrial, 6.375%, 7/1/31 490,822 964,000 NR/Baa3 Pima County, Arizona Industrial Development Authority, 6.75%, 7/1/31 934,087 3,470,000 AA/Aa3 Pima County Industrial Development Authority, 5.0%, 7/1/20 3,796,041 ------------ $ 45,816,558 - --------------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these financial statements. Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 15 Schedule of Investments | 6/30/10 (unaudited) (continued) - --------------------------------------------------------------------------------------------------------- Principal Floating S&P/Moody's Amount($) Rate (b) Ratings Value - --------------------------------------------------------------------------------------------------------- California -- 18.0% 4,000,000 A/A3 Alameda Corridor Transportation Authority, 4.75%, 10/1/25 $ 3,965,440 3,500,000 A/A2 Alameda County California Redevelopment Agency, 4.375%, 8/1/30 2,938,285 5,000,000 A/A1 Anaheim California Public Financing Authority Lease, 4.25%, 9/1/35 4,206,700 2,000,000 A/NR California Health Facilities Financing Authority, 5.0%, 3/1/33 1,908,540 2,000,000 A/A2 California Health Facilities, 5.625%, 7/1/32 2,048,500 4,000,000 BBB-/Baa2 California Municipal Finance Asset, 5.25%, 2/1/37 3,521,880 1,470,000 NR/Baa1 California Municipal Finance Authority, 5.875%, 10/1/34 1,510,807 20,000,000 A/A1 California State, 4.25%, 8/1/33 16,914,600 10,000,000 AA-/A1 California Statewide, 5.75%, 7/1/47 10,259,600 4,875,000 NR/Baa2 California Statewide Communities Development Authority, 5.0%, 5/15/30 4,599,124 5,125,000 NR/Baa2 California Statewide Communities Development Authority, 5.0%, 5/15/38 4,659,804 20,955,000 BBB+/Baa2 California Statewide Communities Development Authority, 5.0%, 8/15/47 17,016,298 4,000,000 A-/NR California Statewide Communities Development Authority, 5.75%, 8/15/38 3,988,640 10,000,000 A+/Aa3 California Statewide Community, 5.25%, 11/15/48 9,688,300 9,000,000 AAA/Aaa Foothill/Eastern Corridor, 0.0%, 1/1/26 4,674,960 2,375,000 AAA/Aaa Foothill-Eastern Transportation, 0.0%, 1/1/18 1,924,938 1,000,000 NR/Aa3 Franklin-McKinley California School District, 6.0%, 7/1/16 1,192,130 2,100,000 AA-/WR Fresno Joint Powers Financing Authority Lease Revenue, 4.75%, 9/1/28 2,100,735 15,000,000 BBB/Baa3 Golden State Tobacco Security Corp., California, 5.125%, 6/1/47 9,654,000 2,500,000 BBB+/Baa2 Inglewood California Redevelopment Agency Tax Allocation, 4.75%, 5/1/38 1,953,450 2,500,000 AA-/Aa2 Los Angeles University School District, 4.25%, 1/1/28 2,341,250 3,000,000 A/A2 Long Beach California Finance Authority, 5.5%, 11/15/37 2,873,070 3,000,000 NR/WR Los Angeles County California Certificates of Participation, 4.75%, 3/1/23 2,920,980 3,000,000 A+/NR Los Angeles County Sanitation Districts Financing Authority Revenue, 4.5%, 10/1/35 2,722,050 The accompanying notes are an integral part of these financial statements. 16 Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 - --------------------------------------------------------------------------------------------------------- Principal Floating S&P/Moody's Amount($) Rate (b) Ratings Value - --------------------------------------------------------------------------------------------------------- California -- (continued) 1,175,000 NR/Aa2 Lucia Mar University School District, 0.0%, 8/1/20 $ 687,916 4,000,000 A-/NR Madera California Irrigation District Water, 5.5%, 1/1/33 4,116,280 3,680,000 A+/Baa1 Madera California Public, 4.375%, 3/1/31 3,321,752 3,000,000 AAA/Aa3 Modesto California Wastewater Revenue, 4.25%, 11/1/36 2,653,950 1,785,000 AAA/Aa3 Oakland California University School District, 4.375%, 8/1/31 1,628,188 1,600,000 A+/WR Oxnard California School District, 4.375%, 8/1/33 1,453,504 7,000,000 BBB/NR Pittsburg California Redevelopment Agency, 6.5%, 9/1/28 7,711,340 3,815,000 BBB/NR Pittsburg California Redevelopment Agency, 4.25%, 9/1/34 2,878,265 2,180,000 A/Baa1 Pomona Unified School District, 6.55%, 8/1/29 2,565,598 2,095,000 A-/NR Redding California Redevelopment, 4.5%, 9/1/26 1,787,978 1,500,000 A-/NR Redding California Redevelopment, 5.0%, 9/1/36 1,294,260 3,000,000 A-/Aaa Rialto California Redevelopment Agency Tax Allocation, 6.25%, 9/1/37 3,055,260 2,500,000 A/A1 San Francisco California City & County Airports Common International, 4.5%, 5/1/32 2,418,775 10,865,000 A/A2 San Jose California Redevelopment Agency Tax, 4.9%, 8/1/33 9,743,297 1,500,000 A/A1 Santa Cruz County California, Redevelopment Agency Tax Allocation, 6.625%, 9/1/29 1,631,370 1,505,000 A+/Aa3 Santa Maria California Joint, 0.0%, 8/1/27 516,606 3,600,000 A+/Aa2 Saugus California University School District, 0.0%, 8/1/23 1,724,940 ------------ $168,773,360 - --------------------------------------------------------------------------------------------------------- Colorado -- 3.4% 3,000,000 NR/NR Colorado Educational & Cultural Facilities Authority, 5.5%, 6/1/37 $ 1,787,700 2,750,000 AA-/Aa3 Colorado Health Facilities Revenue, 5.25%, 11/15/35 2,758,690 2,500,000 A-/A3 Colorado Health Facilities Revenue, 5.25%, 6/1/36 2,380,950 10,000 NR/Aa2 Colorado Housing Finance Authority, Series B-3, 6.55%, 5/1/25 10,365 The accompanying notes are an integral part of these financial statements. Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 17 Schedule of Investments | 6/30/10 (unaudited) (continued) - --------------------------------------------------------------------------------------------------------- Principal Floating S&P/Moody's Amount($) Rate (b) Ratings Value - --------------------------------------------------------------------------------------------------------- Colorado -- (continued) 6,555,000 A-/A3 Colorado Springs Colorado Hospital Revenue, 6.375%, 12/15/30 $ 6,651,293 5,220,000 AAA/Aa2 Colorado Water & Power Development Authority, 4.375%, 8/1/35 5,200,164 12,500,000 A/A2 Public Authority For Colorado Energy, 6.5%, 11/15/38 13,580,625 ------------ $ 32,369,787 - --------------------------------------------------------------------------------------------------------- Connecticut -- 0.4% 1,000,000 NR/NR Connecticut State Health & Education, 5.5%, 7/1/17 $ 1,002,740 2,470,000 B+/NR Mohegan Tribe Indians Connecticut, 6.25%, 1/1/31 (144A) 2,025,079 1,500,000 B+/NR Mohegan Tribe Indians Connecticut, 5.25%, 1/1/33 1,075,050 ------------ $ 4,102,869 - --------------------------------------------------------------------------------------------------------- District of Columbia -- 1.8% 10,000,000 BBB/Baa3 District of Columbia Tobacco Settlement Financing Corp., 6.75%, 5/15/40 $ 9,872,500 8,000,000 NR/A1 District of Columbia, 4.25%, 6/1/37 6,894,800 ------------ $ 16,767,300 - --------------------------------------------------------------------------------------------------------- Florida -- 5.8% 5,000,000 A+/A2 Citizens Property Insurance Co., 5.0%, 6/1/16 $ 5,159,150 540,000 NR/NR County of Madison Florida, 6.0%, 7/1/25 484,699 5,000,000 A-/A2 County of Miami-Dade, 5.5%, 10/1/41 5,082,900 1,000,000 NR/Aa2 Dade County Florida General, 7.7%, 10/1/12 1,140,710 8,000,000 AA/Aa1 Escambia County Florida Health Facilities, 5.25%, 11/15/32 8,145,360 3,000,000 NR/Baa1 Escambia County Health, 6.0%, 8/15/36 3,002,010 1,000,000 AA+/NR Florida State Department Children and Families Certificates, 5.0%, 10/1/25 1,022,620 970,000 AA-/Aa3 Highlands County Health, 5.0%, 11/15/24 984,550 1,000,000 NR/A3 Hillsborough County Florida, 5.25%, 10/1/24 1,007,940 5,435,000 BB/NR Lee County Florida Industrial Development Authority, 4.75%, 6/15/14 5,365,541 2,000,000 BB/NR Lee County Florida Industrial Development Authority, 5.375%, 6/15/37 1,608,300 2,025,000 NR/NR Miami Beach Florida Health Facilities, 5.375%, 11/15/28 1,751,362 500,000 NR/Ba2 Miami Beach Health Facilities Authority, 6.7%, 11/15/19 509,140 The accompanying notes are an integral part of these financial statements. 18 Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 - --------------------------------------------------------------------------------------------------------- Principal Floating S&P/Moody's Amount($) Rate (b) Ratings Value - --------------------------------------------------------------------------------------------------------- Florida -- (continued) 7,500,000 NR/Baa1 Tallahassee Florida Health, 6.375%, 12/1/30 $ 7,513,050 13,865,000 A-/A3 Tampa-Hillsborough County Florida, 4.0%, 7/1/34 11,963,831 ------------ $ 54,741,163 - --------------------------------------------------------------------------------------------------------- Georgia -- 1.6% 5,750,000 A/A3 Burke County Development, 7.0%, 1/1/23 $ 6,793,223 4,000,000 NR/A2 Houston County Georgia Hospital Authority Revenue, 5.0%, 10/1/42 3,727,680 5,000,000 A+/A2 Main Street Natural Gas Inc., Georgia, 5.5%, 9/15/28 4,767,400 ------------ $ 15,288,303 - --------------------------------------------------------------------------------------------------------- Illinois -- 4.2% 4,000,000 NR/Caa2 Chicago Illinois O'Hare International Airport, 5.5%, 12/1/30 $ 2,928,160 4,580,000 NR/A3 Illinois Development Finance Authority Revenue, 5.25%, 10/1/24 4,689,920 5,000,000 NR/Baa2 Illinois Finance Authority, 6.5%, 4/1/39 5,206,650 1,000,000 BBB+/Baa2 Illinois Finance Authority, 5.25%, 5/1/40 999,930 2,000,000 AAA/NR Illinois Finance Authority, 6.0%, 8/15/25 2,093,900 4,000,000 BBB/NR Illinois Finance Authority, 5.5%, 8/15/30 3,723,640 10,000,000 AAA/A2 Metropolitan Pier & Expo, 5.25%, 6/15/42 10,045,900 5,000,000 AAA/Aaa Metropolitan Pier & Expo, 7.0%, 7/1/26 6,719,400 20,000,000 0.00 AAA/A2 Metropolitan Pier & Exposition Authority Illinois Dedicated State Tax, Floating Rate Note, 6/15/39 3,471,000 ------------ $ 39,878,500 - --------------------------------------------------------------------------------------------------------- Indiana -- 2.7% 2,000,000 AA/Aa2 Indiana Bond Bank, 5.5%, 2/1/29 $ 2,146,940 1,000,000 A-/NR Indiana Finance Authority, 5.125%, 3/1/30 954,040 1,000,000 A-/NR Indiana Finance Authority, 5.375%, 3/1/34 970,610 2,000,000 BB/Ba2 Indiana Finance Authority, 6.0%, 12/1/26 2,041,220 5,000,000 A+/A2 Indiana Health & Educational Facility Authority, 4.75%, 2/15/34 4,525,500 8,000,000 A+/A2 Indiana Health & Educational Facility Authority, 5.0%, 2/15/39 7,415,280 4,135,000 BBB/WR Indiana State Development Finance, 5.75%, 10/1/11 4,213,482 1,180,000 AA/NR Indianapolis Local Public Improvement Board Revenue, 6.75%, 2/1/14 1,288,289 The accompanying notes are an integral part of these financial statements. Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 19 Schedule of Investments | 6/30/10 (unaudited) (continued) - --------------------------------------------------------------------------------------------------------- Principal Floating S&P/Moody's Amount($) Rate (b) Ratings Value - --------------------------------------------------------------------------------------------------------- Indiana -- (continued) 500,000 AA/Aa1 Indianapolis Local Public Improvement Board Revenue, 6.0%, 1/10/20 $ 579,440 1,000,000 BBB+/Aa3 Lawrence Township Metropolitan School District Revenue, 6.75%, 7/5/13 1,094,270 ------------ $ 25,229,071 - --------------------------------------------------------------------------------------------------------- Kansas -- 0.0% 300,000 AA/Aa3 Kansas Development Finance Authority, 5.0%, 6/1/11 $ 312,498 ------------ $ 312,498 - --------------------------------------------------------------------------------------------------------- Kentucky -- 0.0% 435,000 NR/Baa1 Kentucky Economic Development Finance, 6.625%, 10/1/28 $ 440,681 ------------ $ 440,681 - --------------------------------------------------------------------------------------------------------- Louisiana -- 2.4% 215,000 NR/NR Louisiana Public Facilities Authority Revenue, 6.25%, 10/1/11 $ 212,743 10,000,000 NR/Baa1 Louisiana Public Facilities Authority, 5.5%, 5/15/47 8,862,200 5,000,000 AA/Aa1 Louisiana State Gas & Fuels Tax, 4.5%, 5/1/41 4,798,450 1,085,000 NR/NR Louisiana Local Government Environment Community, 5.25%, 12/1/18 1,103,554 8,000,000 BBB+/Baa1 St John Baptist Parish Louisiana Revenue, 5.125%, 6/1/37 7,540,080 ------------ $ 22,517,027 - --------------------------------------------------------------------------------------------------------- Massachusetts -- 7.3% 4,000,000 NR/Aa2 City of Pittsfield Massachusetts, 5.0%, 3/1/19 $ 4,578,320 550,000 BBB/Baa2 Massachusetts Development Finance Agency, 5.15%, 10/1/14 564,938 1,680,000 BBB/NR Massachusetts Development Finance Agency, 5.25%, 10/1/29 1,613,018 3,320,000 BBB/NR Massachusetts Development Finance Agency, 5.25%, 10/1/37 3,071,133 1,100,000 BBB/Baa2 Massachusetts Development Finance Agency, 5.625%, 10/1/24 1,106,292 1,000,000 BBB/Baa2 Massachusetts Development Finance Agency, 5.7%, 10/1/34 981,860 2,635,000 NR/NR Massachusetts Development Finance Agency, 6.25%, 10/15/17 2,488,837 4,750,000 BBB+/Baa1 Massachusetts Health & Educational Facilities Authority Revenue, 6.625%, 7/1/32 4,787,193 The accompanying notes are an integral part of these financial statements. 20 Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 - --------------------------------------------------------------------------------------------------------- Principal Floating S&P/Moody's Amount($) Rate (b) Ratings Value - --------------------------------------------------------------------------------------------------------- Massachusetts -- (continued) 1,000,000 BBB/Baa2 Massachusetts Health & Educational Facilities Authority Revenue, 6.75%, 7/1/16 $ 1,044,740 1,145,000 BBB+/NR Massachusetts Health & Educational Facilities Authority, 6.25%, 10/1/31 1,156,908 2,150,000 BBB/Baa2 Massachusetts Health & Educational Facilities Authority, 6.25%, 7/1/22 2,171,006 2,000,000 BBB+/Baa1 Massachusetts Health & Educational Facilities Authority, 6.5%, 7/1/21 2,027,220 2,500,000 BB-/NR Massachusetts Health & Educational Facilities, 5.5%, 7/1/40 1,873,575 500,000 BBB-/NR Massachusetts State Development Finance Agency, 5.5%, 1/1/35 433,640 3,990,000 A/WR Massachusetts State Development Finance Agency, 5.75%, 1/1/42 4,407,873 1,600,000 BBB/NR Massachusetts State Health & Educational Facilities Authority, 5.45%, 11/15/23 1,526,656 4,500,000 NR/NR Massachusetts State Health & Educational, 4.625%, 8/15/28 3,654,225 1,550,000 BBB-/Baa3 Massachusetts State Health & Educational, 5.25%, 7/15/18 1,493,859 2,120,000 BBB/Baa2 Massachusetts State Health & Educational, 5.625%, 7/1/20 2,088,984 40,000 AA/Aa2 Massachusetts State Health & Educational, 6.0%, 7/1/18 41,948 200,000 AA/Aa2 Massachusetts State Health and Educational Facilities, 5.75%, 7/1/32 204,416 3,750,000 BBB+/Baa1 Massachusetts State Health, 5.25%, 7/1/38 3,422,700 14,675,000 A/Baa1 Massachusetts State Housing Finance Agency, 5.4%, 12/1/28 14,306,804 4,690,000 AA+/Aa1 Massachusetts State Water Authority, 4.0%, 8/1/46 4,420,325 4,940,000 AAA/Aaa Massachusetts Water Pollution Abatement Revenue, 3.5%, 8/1/26 4,853,550 ------------ $ 68,320,020 - --------------------------------------------------------------------------------------------------------- Maryland -- 1.0% 3,000,000 BBB-/Baa3 Frederick County Maryland, 5.625%, 9/1/38 $ 2,797,680 2,000,000 BBB+/A3 Maryland Economic Development Corp., 6.2%, 1/9/22 2,284,880 2,000,000 NR/Baa3 Maryland Health, 5.75%, 7/1/38 1,896,320 1,000,000 NR/NR Maryland State Economic Development, 5.0%, 12/1/16 813,560 660,000 NR/NR Maryland State Economic Development, 5.0%, 12/1/16 536,950 The accompanying notes are an integral part of these financial statements. Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 21 Schedule of Investments | 6/30/10 (unaudited) (continued) - --------------------------------------------------------------------------------------------------------- Principal Floating S&P/Moody's Amount($) Rate (b) Ratings Value - --------------------------------------------------------------------------------------------------------- Maryland -- (continued) 1,000,000 NR/NR Maryland State Economic Development, 5.0%, 12/1/31 $ 728,900 ------------ $ 9,058,290 - --------------------------------------------------------------------------------------------------------- Michigan -- 1.7% 3,000,000 AAA/Aa3 Detroit Michigan Sewer District, 6.25%, 7/1/36 $ 3,276,000 1,500,000 BB/NR John Tolfree Health System, 6.0%, 9/15/23 1,264,335 1,490,000 NR/NR Meridian Michigan Economic Development Corp., 5.25%, 7/1/26 1,171,244 3,340,000 NR/NR Michigan Public Educational Facilities Authority Revenue, 5.875%, 6/1/37 2,689,869 2,000,000 NR/NR Michigan State Hospital Finance Authority, 5.25%, 11/15/25 1,700,220 1,000,000 NR/NR Michigan State Hospital Finance Authority, 5.5%, 11/15/35 782,830 5,000,000 AA/Aa1 Michigan State Hospital Finance Authority, 5.5%, 11/15 5,144,350 6,485,000 NR/NR Wayne Charter Escrow, 0.00%, 12/1/15 (c) - ------------ $ 16,028,848 - --------------------------------------------------------------------------------------------------------- Minnesota -- 0.6% 5,000,000 A/A1 Becker Minnesota Pollution Control Revenue Northern States Power "A" Conversions, 8.5%, 4/1/30 $ 5,462,750 ------------ $ 5,462,750 - --------------------------------------------------------------------------------------------------------- Missouri -- 0.1% 80,000 NR/Aaa Missouri State Environmental Improvement & Energy Resources, 5.125%, 1/1/20 $ 86,625 420,000 NR/Aaa Missouri State Environmental Improvement & Energy Resources, 5.125%, 1/1/20 465,473 ------------ $ 552,098 - --------------------------------------------------------------------------------------------------------- Mississippi -- 1.4% 1,800,000 NR/WR Columbus Mississippi Industrial Development Revenue, 5.9%, 12/1/11 $ 1,793,142 2,750,000 BBB/Baa3 County of Warren Mississippi, 5.8%, 5/1/34 2,772,303 7,950,000 BBB-/Ba1 Lowndes County Mississippi Solid Waste Disposal & Pollution Control Revenue, 6.8%, 4/1/22 8,500,697 ------------ $ 13,066,142 - --------------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these financial statements. 22 Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 - --------------------------------------------------------------------------------------------------------- Principal Floating S&P/Moody's Amount($) Rate (b) Ratings Value - --------------------------------------------------------------------------------------------------------- Montana -- 0.3% 2,785,000 A-/Baa1 Forsyth Montana Pollution Control Revenue, 5.0%, 3/1/31 $ 2,770,602 ------------ $ 2,770,602 - --------------------------------------------------------------------------------------------------------- North Carolina -- 1.9% 1,000,000 NR/WR North Carolina Capital Facilities Finance Agency Student Revenue, 5.0%, 6/1/27 $ 941,150 1,000,000 NR/WR North Carolina Capital Facilities Finance Agency Student Revenue, 5.0%, 6/1/32 909,480 2,000,000 NR/NR North Carolina Capital Facilities Finance, 4.5%, 10/1/26 1,561,440 12,000,000 A-/Baa1 North Carolina Eastern Municipal Power, 6.0%, 1/1/22 14,110,560 250,000 AA+/Aa1 North Carolina Infrastructure Finance Corp., 5.0%, 10/1/11 263,933 ------------ $ 17,786,563 - --------------------------------------------------------------------------------------------------------- North Dakota -- 0.3% 3,000,000 NR/WR Grand Forks North Dakota Health Care Systems, 7.125%, 8/15/24 $ 3,055,170 ------------ $ 3,055,170 - --------------------------------------------------------------------------------------------------------- New Hampshire -- 1.3% 3,750,000 A-/NR New Hampshire Health & Education Facilities, 5.0%, 10/1/17 $ 3,496,500 5,000,000 A-/NR New Hampshire Health & Education Facilities, 5.0%, 10/1/32 4,626,600 2,250,000 A+/A2 New Hampshire Health & Education Facilities Authority Revenue, 5.75%, 10/1/31 2,292,570 2,000,000 BBB+/Baa1 New Hampshire Health & Educational Facilities Authority Revenue, 5.75%, 7/1/22 2,005,660 ------------ $ 12,421,330 - --------------------------------------------------------------------------------------------------------- New Jersey -- 2.5% 1,250,000 BBB/Baa3 Camden County New Jersey Import Authority, 5.75%, 2/15/34 $ 1,235,588 475,000 NR/NR New Jersey Economic Development Authority, 5.3%, 11/1/26 398,630 450,000 NR/NR New Jersey Economic Development Authority, 5.375%, 11/1/36 346,163 610,000 NR/NR New Jersey Economic Development Authority, 5.75%, 1/1/25 540,722 850,000 BB/Ba2 New Jersey Health Care Facilities, 5.125%, 7/1/14 849,635 30,000,000 AA+/Aa1 New Jersey Transportation, 0.0%, 12/15/27 12,390,000 The accompanying notes are an integral part of these financial statements. Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 23 Schedule of Investments | 6/30/10 (unaudited) (continued) - --------------------------------------------------------------------------------------------------------- Principal Floating S&P/Moody's Amount($) Rate (b) Ratings Value - --------------------------------------------------------------------------------------------------------- New Jersey -- (continued) 2,115,000 BBB-/Baa3 New Jersey Health Care Facilities Financing Authority, 5.25%, 7/1/30 $ 1,920,209 3,500,000 NR/NR New Jersey Health Care Facilities Financing Authority, 7.25%, 7/1/27 2,803,605 4,500,000 BBB/Baa3 Tobacco Settlement Financing Corp., 5.0%, 6/1/41 2,936,115 ------------ $ 23,420,667 - --------------------------------------------------------------------------------------------------------- New Mexico -- 0.1% 1,000,000 A-/NR Dona Ana County New Mexico Pilt Revenue, 5.25%, 12/1/25 $ 1,010,940 ------------ $ 1,010,940 - --------------------------------------------------------------------------------------------------------- Nevada -- 0.5% 5,000,000 A-/A3 Reno Nevada Hospital Revenue, 5.25%, 6/1/41 $ 4,579,800 ------------ $ 4,579,800 - --------------------------------------------------------------------------------------------------------- New York -- 3.0% 2,500,000 BBB+/Baa2 Albany Individual Development, 5.25%, 11/15/32 $ 2,370,675 1,000,000 NR/Caa1 Albany Individual Development, 6.0%, 7/1/19 878,050 10,000,000 AAA/Aa1 New York City Municipal Finance Water & Sewer System Revenue, 4.25%, 6/15/39 9,736,400 5,515,000 A/WR New York State Dormitory Authority, 5.24%, 7/1/24 5,760,197 1,295,000 AA-/Aa3 New York State Dormitory Authority Revenue, 7.5%, 5/15/11 1,369,851 5,250,000 AA-/Aa3 New York State Dormitory Authority Revenue, 7.5%, 5/15/13 6,116,198 1,500,000 AA-/Aa2 Port Authority of NY & NJ, Ninety Third Series, 6.125%, 6/1/94 1,796,670 ------------ $ 28,028,041 - --------------------------------------------------------------------------------------------------------- Ohio -- 2.6% 6,000,000 BBB/Baa3 Buckeye Ohio Tobacco Settlement, 6.5%, 6/1/47 $ 4,707,360 10,000,000 BBB/Baa3 Buckeye Tobacco Settlement Finance, 5.75%, 6/1/34 7,448,500 5,350,000 BBB/Baa3 Buckeye Tobacco Settlement Finance, 5.125%, 6/1/24 4,508,766 1,500,000 NR/NR Cuyahoga County Ohio Health, 6.0%, 5/15/37 1,299,900 1,500,000 NR/NR Cuyahoga County Ohio Health, 6.0%, 5/15/37 1,245,630 The accompanying notes are an integral part of these financial statements. 24 Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 - --------------------------------------------------------------------------------------------------------- Principal Floating S&P/Moody's Amount($) Rate (b) Ratings Value - --------------------------------------------------------------------------------------------------------- Ohio -- (continued) 5,000,000 NR/Baa1 Lake County Ohio Hospital Municipal, 6.0%, 8/15/43 $ 4,989,600 ------------ $ 24,199,756 - --------------------------------------------------------------------------------------------------------- Oklahoma -- 1.8% 5,590,000 A/Baa1 McGee Creek Authority Water Revenue, 6.0%, 1/1/23 $ 6,102,379 9,055,000 A/A3 Tulsa Airports Improvement Trust, 7.05%, 6/1/17 10,723,655 ------------ $ 16,826,034 - --------------------------------------------------------------------------------------------------------- Oregon -- 0.0% 185,000 BB+/NR Klamath Falls Inter-Community Hospital Authority Revenue, 6.125%, 9/1/22 $ 175,633 ------------ $ 175,633 - --------------------------------------------------------------------------------------------------------- Pennsylvania -- 5.5% 3,000,000 BB-/B1 Allegheny County Pennsylvania Hospital Development Authority, 5.375%, 11/15/40 $ 2,260,470 3,370,000 NR/Ca Allentown Pennsylvania Area Hospital Authority, 6.0%, 11/15/16 3,232,066 1,000,000 CCC/NR Columbia County Pennsylvania Hospital Authority, 5.8%, 6/1/19 958,330 10,000,000 A/Baa2 Lehigh County Pennsylvania Industrial Development Authority Pollution Control, 4.75%, 2/15/27 9,954,000 1,000,000 BBB/NR Montgomery County Pennsylvania Industrial, 5.0%, 12/1/24 978,850 1,000,000 BBB/NR Montgomery County Pennsylvania Industrial, 5.0%, 12/1/30 940,240 5,000,000 BBB+/A3 Northampton County Pennsylvania General Purpose Authority Revenue, 5.5%, 8/15/40 4,934,450 11,500,000 0.82 BBB/WR Pennsylvania State Higher Education, Floating Rate Note, 7/1/39 6,885,625 1,000,000 BBB-/Baa3 Pennsylvania Higher Educational, 6.0%, 7/1/43 1,005,970 6,000,000 AA/Aa2 Philadelphia Pennsylvania Hospital, 4.5%, 7/1/37 5,790,780 13,900,000 BBB/Baa3 Philadelphia Pennsylvania Hospital, 5.0%, 7/1/34 11,339,759 65,000 A+/NR Sayre Pennsylvania Health Care Facilities Authority, 5.75%, 12/1/21 66,685 460,000 B-/NR Scranton-Lackawanna Pennsylvania Health & Welfare, 6.05%, 7/1/10 459,982 The accompanying notes are an integral part of these financial statements. Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 25 Schedule of Investments | 6/30/10 (unaudited) (continued) - --------------------------------------------------------------------------------------------------------- Principal Floating S&P/Moody's Amount($) Rate (b) Ratings Value - --------------------------------------------------------------------------------------------------------- Pennsylvania -- (continued) 3,000,000 A/A2 Southeastern Pennsylvania Transportation Authority Pennsylvania, 4.75%, 3/1/29 $ 2,999,820 ------------ $ 51,807,027 - --------------------------------------------------------------------------------------------------------- Puerto Rico -- 1.2% 1,500,000 AAA/Aa3 Puerto Rico Highway, 4.95%, 7/1/26 $ 1,515,330 75,000 NR/Baa3 Puerto Rico Public Buildings Authority Revenue, 5.25%, 7/1/33 86,202 925,000 BBB-/A3 Puerto Rico Public Buildings Authority Revenue, 5.25%, 7/1/33 922,549 14,625,000 AA-/Aa2 Puerto Rico Sales Tax, 0.0%, 8/1/40 2,261,318 5,000,000 AA-/Aa2 Puerto Rico Sales Tax Financing, 5.25%, 8/1/57 5,037,700 20,000,000 AA-/Aa2 Puerto Rico Sales Tax Financing, 0.0%, 11/15/27 1,121,600 ------------ $ 10,944,699 - --------------------------------------------------------------------------------------------------------- Rhode Island -- 0.5% 65,000 A-/A3 Rhode Island State Health & Educational Building Corp., 6.375%, 8/15/21 $ 67,293 5,200,000 BBB/Baa3 Tobacco Settlement Financing Corp., 6.25%, 6/1/42 4,925,596 ------------ $ 4,992,889 - --------------------------------------------------------------------------------------------------------- South Carolina -- 0.5% 5,000,000 AAA/Aa3 Scago Educational Facilities Corp. For School Project, 4.375%, 12/1/31 $ 4,551,400 ------------ $ 4,551,400 - --------------------------------------------------------------------------------------------------------- South Dakota -- 0.0% 65,000 NR/Aaa South Dakota Conservancy District Revenue, 5.625%, 8/1/17 $ 65,258 ------------ $ 65,258 - --------------------------------------------------------------------------------------------------------- Tennessee -- 1.9% 1,000,000 BBB+/Baa1 Johnson City Tennessee Health & Education, 5.5%, 7/1/36 $ 956,100 1,000,000 NR/A1 Knox County Health Facility, 6.375%, 4/15/22 1,074,850 4,000,000 NR/A1 Knox County Health Facility, 6.5%, 4/15/31 4,257,520 12,960,000 NR/NR Sumner County Tennessee Health Educational, 5.5%, 11/1/46 11,144,304 ------------ $ 17,432,774 - --------------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these financial statements. 26 Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 - --------------------------------------------------------------------------------------------------------- Principal Floating S&P/Moody's Amount($) Rate (b) Ratings Value - --------------------------------------------------------------------------------------------------------- Texas -- 5.1% 1,500,000 AAA/Aaa County of Harris Texas, 5.0%, 10/1/24 $ 1,697,190 3,605,000 AAA/Aaa Crowley Texas Independent School District, 3.5%, 8/1/36 3,172,400 14,000,000 BBB+/A3 Dallas County Texas Utility & Reclamation, 5.375%, 2/15/29 14,033,880 13,885,000 CCC+/Caa2 Dallas-Fort Worth Texas International Airport, 6.0%, 11/1/14 12,711,440 20,000 NR/A1 Lower Colorado River Authority, 5.25%, 5/15/21 22,169 3,000,000 BBB-/Baa2 Richardson Texas Hospital Authority, 6.0%, 12/1/34 2,845,500 1,000,000 BBB/NR Seguin Texas Higher Education Facilities, 5.0%, 9/1/23 990,420 4,910,000 NR/Baa3 Texas Private Activities, 7.0%, 6/30/40 4,940,835 3,255,000 BBB/NR Texas State Public Finance Authority, 6.2%, 2/15/40 3,266,393 3,500,000 6.20 AA+/Aa1 Texas State, Floating Rate Note, 9/30/11 3,682,420 350,000 AAA/Aaa University of Texas, 5.25%, 8/15/13 395,360 20,000 NR/Aaa Whitehouse Texas Independent School District, 4.8%, 2/15/12 20,068 ------------ $ 47,778,075 - --------------------------------------------------------------------------------------------------------- Utah -- 0.1% 500,000 BBB-/NR Utah State Charter Schools, 5.75%, 7/15/20 $ 493,620 ------------ $ 493,620 - --------------------------------------------------------------------------------------------------------- Virginia -- 3.6% 10,000,000 A/Baa1 Chesapeake Bay Bridge and Tunnel Common Virginia Revenue, 5.5%, 7/1/25 $ 10,687,200 1,500,000 NR/Baa1 Prince William County Virginia Industrial Development Authority Hospital Revenue, 5.2%, 10/1/26 1,454,280 3,925,000 NR/Baa1 Prince William County Virginia Industrial Development Authority Hospital Revenue, 5.35%, 10/1/36 3,708,144 13,990,000 BBB/Baa3 Tobacco Settlement Financing Corp., 5.0%, 6/1/47 8,987,456 500,000 AA+/Aa1 Virginia Commonwealth Transportation Board, 5.0%, 5/15/12 541,750 140,000 AA/Aa2 Virginia Resources Authority, 5.0%, 5/1/20 141,785 7,500,000 BBB+/Baa1 Washington County Industrial, 7.75%, 7/1/38 8,530,125 ------------ $ 34,050,740 - --------------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these financial statements. Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 27 Schedule of Investments | 6/30/10 (unaudited) (continued) - --------------------------------------------------------------------------------------------------------- Principal Floating S&P/Moody's Amount($) Rate (b) Ratings Value - --------------------------------------------------------------------------------------------------------- Vermont -- 0.1% 1,295,000 NR/WR Vermont Educational & Health Buildings, 5.0%, 7/1/24 $ 1,170,071 ------------ $ 1,170,071 - --------------------------------------------------------------------------------------------------------- Washington -- 6.1% 5,755,000 A-/WR Centralia Washington Electric Revenue, 4.25%, 12/1/26 $ 5,576,077 10,000,000 AA/NR FYI Properties, 5.5%, 6/1/39 10,532,300 10,850,000 AAA/NR King County Washington Housing Authority, 5.5%, 5/1/38 11,282,807 4,000,000 A+/Aa3 King County Washington Public Hospital, 5.25%, 12/1/37 4,130,560 2,923,000 AA+/NR Seattle Washington Housing Authority, 6.6%, 8/20/38 2,982,249 10,500,000 BBB/Baa3 Tobacco Settlement Authority Washington, 6.625%, 6/1/32 10,244,745 6,290,000 NR/NR Vancouver Washington Housing Authority, 5.65%, 3/1/31 4,955,073 2,500,000 NR/NR Washington State Housing, 5.25%, 1/1/17 2,189,464 5,000,000 AAA/Aa2 Washington State Health Care Facilities, 5.25%, 10/1/33 5,181,300 ------------ $ 57,074,575 - --------------------------------------------------------------------------------------------------------- Wisconsin -- 1.2% 1,430,000 NR/A1 Adams-Friendship School District, 6.5%, 4/1/16 $ 1,714,127 2,450,000 A/Aa3 Village of Weston Wisconsin, 3.95%, 2/1/13 2,580,267 2,000,000 NR/A3 Wisconsin Health & Education, 5.625%, 4/15/39 2,011,020 4,685,000 NR/A3 Wisconsin State Health & Educational Facilities Authority, 5.6%, 2/15/29 4,626,016 ------------ $ 10,931,430 - --------------------------------------------------------------------------------------------------------- TOTAL MUNICIPAL BONDS (Cost $932,382,008) $923,088,682 - --------------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these financial statements. 28 Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 - --------------------------------------------------------------------------------------------------------- Principal Floating S&P/Moody's Amount($) Rate (b) Ratings Value - --------------------------------------------------------------------------------------------------------- MUTUAL FUND -- 1.4% DIVERSIFIED FINANCIALS -- 1.4% Diversified Financial Services -- 1.4% 13,000,000 BlackRock Liquidity Funds TempCash Portfolio $ 13,000,000 - --------------------------------------------------------------------------------------------------------- TOTAL MUTUAL FUND (Cost $13,000,000) $ 13,000,000 - --------------------------------------------------------------------------------------------------------- TOTAL INVESTMENT IN SECURITIES -- 99.9% (Cost $950,221,452) (a) $938,547,922 - --------------------------------------------------------------------------------------------------------- OTHER ASSETS AND LIABILITIES -- 0.1% $ 783,978 - --------------------------------------------------------------------------------------------------------- TOTAL NET ASSETS -- 100.0% $939,331,911 ========================================================================================================= * Non-income producing security. NR Not rated by either S&P or Moody's. WR Withdrawn Rating. (144A) Security is exempt from registration under Rule 144A of the Securities Act of 1933. Such securities may be resold normally to qualified institutional buyers in a transaction exempt from registration. At June 30, 2010, the value of these securities amounted to $2,025,079 or 0.2% of total net assets. (a) At June 30, 2010, the net unrealized loss on investments based on cost for federal income tax purposes of $947,596,040 was as follows: Aggregate gross unrealized loss for all investments in which there is an excess of value over tax cost $34,046,143 Aggregate gross unrealized loss for all investments in which there is an excess of tax cost over value (43,094,261) ----------- Net unrealized loss $(9,048,118) =========== (b) Debt obligation with a variable interest rate. Rate shown is rate at period end. (c) Security is in default and is non-income producing. Purchases and sales of securities (excluding temporary cash investments) for the six months ended June 30, 2010 aggregated $73,245,141 and $86,951,930, respectively. Various inputs are used in determining the value of the Fund's investments. These inputs are summarized in the three broad levels listed below. Highest priority is given to Level 1 inputs and lowest priority is given to Level 3. Level 1 -- quoted prices in active markets for identical securities Level 2 -- other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.) Level 3 -- significant unobservable inputs (including the Fund's own assumptions in determining fair value of investments) The accompanying notes are an integral part of these financial statements. Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 29 Schedule of Investments | 6/30/10 (unaudited) (continued) The following is a summary of the inputs used as of June 30, 2010, in valuing the Fund's assets: - --------------------------------------------------------------------------------- Level 1 Level 2 Level 3 Total - --------------------------------------------------------------------------------- Common Stocks $ 2,459,240 $ -- $-- $ 2,459,240 Municipal Bonds -- 923,088,682 -- 923,088,682 Mutual Fund 13,000,000 -- -- 13,000,000 - --------------------------------------------------------------------------------- Total $15,459,240 $ 923,088,682 $-- $938,547,922 ================================================================================= The accompanying notes are an integral part of these financial statements. 30 Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 Statement of Assets and Liabilities | 6/30/10 (unaudited) ASSETS: Investment in securities, at value (cost $950,221,452) $938,547,922 Cash 685,755 Receivables -- Investment securities sold 901,815 Fund shares sold 570,019 Interest 13,150,693 Other 48,488 - -------------------------------------------------------------------------- Total assets $953,904,692 - -------------------------------------------------------------------------- LIABILITIES: Payables -- Investment securities purchased $ 12,650,586 Fund shares repurchased 529,956 Dividends 1,144,644 Due to Pioneer Investment Management, Inc. 2,352 Due to affiliates 145,318 Accrued expenses 99,925 - -------------------------------------------------------------------------- Total liabilities $ 14,572,781 - -------------------------------------------------------------------------- NET ASSETS: Paid-in capital $954,652,472 Undistributed net investment income 3,390,470 Accumulated net realized loss on investments (7,037,501) Net unrealized loss on investments (11,673,530) - -------------------------------------------------------------------------- Total net assets $939,331,911 ========================================================================== NET ASSET VALUE PER SHARE: (No par value, unlimited number of shares authorized) Class A (based on $801,549,008/61,120,607 shares) $ 13.11 Class B (based on $11,523,261/884,709 shares) $ 13.02 Class C (based on $41,075,994/3,156,440 shares) $ 13.01 Class Y (based on $85,183,648/6,510,728 shares) $ 13.08 MAXIMUM OFFERING PRICE: Class A ($13.11 [divided by] 95.50%) $ 13.73 ========================================================================== The accompanying notes are an integral part of these financial statements. Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 31 Statement of Operations (unaudited) For the Six Months Ended 6/30/10 INVESTMENT INCOME: Interest $21,361,473 - ----------------------------------------------------------------------------------------- Total investment income $21,361,473 - ----------------------------------------------------------------------------------------- EXPENSES: Management fees $ 1,815,038 Transfer agent fees Class A 160,416 Class B 5,000 Class C 6,799 Class Y 1,221 Distribution fees Class A 858,093 Class B 49,769 Class C 176,255 Shareholder communications expense 69,678 Administrative reimbursements 121,655 Custodian fees 6,659 Registration fees 35,715 Professional fees 62,903 Printing expense 26,034 Fees and expenses of nonaffiliated trustees 9,200 Miscellaneous 51,861 - ----------------------------------------------------------------------------------------- Total expenses $ 3,456,296 Less fees waived and expenses reimbursed by Pioneer Investment Management, Inc. (107,637) - ----------------------------------------------------------------------------------------- Net expenses $ 3,348,659 - ----------------------------------------------------------------------------------------- Net investment income $18,012,814 - ----------------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain on investments $ 1,740,450 - ----------------------------------------------------------------------------------------- Change in net unrealized gain on investments $12,821,549 - ----------------------------------------------------------------------------------------- Net gain on investments $14,561,999 - ----------------------------------------------------------------------------------------- Net increase in net assets resulting from operations $32,574,813 ========================================================================================= The accompanying notes are an integral part of these financial statements. 32 Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 Statement of Changes in Net Assets For the Six Months Ended 6/30/10 and the Year Ended 12/31/09, respectively - -------------------------------------------------------------------------------------------- Six Months Year Ended 6/30/10 Year Ended (unaudited) 12/31/09 - -------------------------------------------------------------------------------------------- FROM OPERATIONS: Net investment income $ 18,012,814 $ 23,906,163 Net realized gain (loss) on investments 1,740,450 (9,884,318) Change in net unrealized gain on investments 12,821,549 86,797,248 - -------------------------------------------------------------------------------------------- Net increase in net assets resulting from operations $ 32,574,813 $100,819,093 - -------------------------------------------------------------------------------------------- DISTRIBUTIONS TO SHAREOWNERS: Net investment income: Class A ($0.29 and $0.61 per share, respectively) $(15,418,165) $(21,744,438) Class B ($0.23 and $0.50 per share, respectively) (178,749) (245,171) Class C ($0.24 and $0.50 per share, respectively) (651,720) (888,890) Class Y ($0.31 and $0.63 per share, respectively) (1,442,971) (1,096,135) Net realized gain: Class A ($0.00 and $0.01 per share, respectively) -- (179,999) Class B ($0.00 and $0.01 per share, respectively) -- (2,201) Class C ($0.00 and $0.01 per share, respectively) -- (9,574) Class Y ($0.00 and $0.01 per share, respectively) -- (9,025) - -------------------------------------------------------------------------------------------- Total distributions to shareowners $(17,691,605) $(24,175,433) - -------------------------------------------------------------------------------------------- FROM FUND SHARE TRANSACTIONS: Net proceeds from sale of shares $ 39,859,714 $ 56,636,262 Shares issued in reorganization 417,600,371 73,975,006 Reinvestment of distributions 12,156,291 15,054,845 Cost of shares repurchased (78,988,980) (80,759,552) - -------------------------------------------------------------------------------------------- Net increase in net assets resulting from Fund share transactions $390,627,396 $ 64,906,561 - -------------------------------------------------------------------------------------------- Net increase in net assets $405,510,604 $141,550,221 NET ASSETS: Beginning of period 533,821,307 392,271,086 - -------------------------------------------------------------------------------------------- End of period $939,331,911 $533,821,307 - -------------------------------------------------------------------------------------------- Undistributed net investment income $ 3,390,470 $ 3,069,261 - -------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these financial statements. Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 33 Statement of Changes in Net Assets (continued) - --------------------------------------------------------------------------------------------------------- '10 Shares '10 Amount (unaudited) (unaudited) '09 Shares '09 Amount - --------------------------------------------------------------------------------------------------------- Class A Shares sold 1,796,832 $ 23,613,109 3,355,816 $40,839,914 Reinvestment of distributions 868,913 11,335,583 1,176,375 14,458,732 Shares issued in reorganization of Pioneer AMT-Free CA Municipal Fund -- -- 5,703,207 68,324,416 Shares issued in reorganization of Pioneer Intermediate Tax Free Income Fund 594,920 7,710,163 -- -- Shares issued in reorganization of Pioneer Tax Free Income Fund 25,471,046 330,104,753 -- -- Less shares repurchased (4,891,204) (63,723,979) (5,362,126) (66,299,212) - --------------------------------------------------------------------------------------------------------- Net increase 23,840,507 $309,039,629 4,873,272 $57,323,850 ========================================================================================================= Class B Shares sold 18,703 $ 243,263 79,753 $ 951,989 Reinvestment of distributions 9,868 127,813 8,871 107,840 Shares issued in reorganization of Pioneer AMT-Free CA Municipal Fund -- -- 65,510 779,574 Shares issued in reorganization of Pioneer Tax Free Income Fund 605,286 7,790,030 -- -- Less shares repurchased (205,955) (2,667,212) (185,481) (2,273,278) - --------------------------------------------------------------------------------------------------------- Net increase (decrease) 427,902 $ 5,493,894 (31,347) $ (433,875) ========================================================================================================= Class C Shares sold 282,573 $ 3,664,958 612,081 $ 7,427,598 Reinvestment of distributions 30,009 388,630 34,716 424,409 Shares issued in reorganization of Pioneer AMT-Free CA Municipal Fund -- -- 409,673 4,871,016 Shares issued in reorganization of Pioneer Intermediate Tax Free Income Fund 5,168 66,460 -- -- Shares issued in reorganization of Pioneer Tax Free Income Fund 1,066,656 13,717,192 -- -- Less shares repurchased (297,543) (3,847,739) (386,538) (4,717,655) - --------------------------------------------------------------------------------------------------------- Net increase 1,086,863 $ 13,989,501 669,932 $ 8,005,368 ========================================================================================================= Class Y Shares sold 945,378 $ 12,338,384 599,149 $ 7,416,761 Reinvestment of distributions 23,397 304,265 5,216 63,864 Shares issued in reorganization of Pioneer Intermediate Tax Free Income Fund 626,916 8,106,024 -- -- Shares issued in reorganization of Pioneer Tax Free Income Fund 3,875,155 50,105,749 -- -- Less shares repurchased (670,659) (8,750,050) (599,847) (7,469,407) - --------------------------------------------------------------------------------------------------------- Net increase 4,800,187 $ 62,104,372 4,518 $ 11,218 ========================================================================================================= The accompanying notes are an integral part of these financial statements. 34 Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 Financial Highlights Six Months Ended Year 6/30/10 Ended (unaudited) 12/31/09 Class A Net asset value, beginning of period $ 12.86 $ 10.90 - --------------------------------------------------------------------------------------------------- Increase (decrease) from investment operations: Net investment income $ 0.27 $ 0.59 Net realized and unrealized gain (loss) on investments 0.27 1.99 - --------------------------------------------------------------------------------------------------- Net increase (decrease) from investment operations $ 0.54 $ 2.58 Distributions to shareowners: Net investment income (0.29) (0.61) Net realized gain -- (0.01) - --------------------------------------------------------------------------------------------------- Net increase (decrease) in net asset value $ 0.25 $ 1.96 - --------------------------------------------------------------------------------------------------- Net asset value, end of period $ 13.11 $ 12.86 =================================================================================================== Total return* 4.25% 24.01% Ratio of net expenses to average net assets+ 0.82%** 0.82% Ratio of net investment income to average net assets+ 4.57%** 4.94% Portfolio turnover rate 20%** 18% Net assets, end of period (in thousands) $801,549 $479,599 Ratios with no waiver of fees by the Adviser and no reduction for fees paid indirectly: Net expenses 0.85%** 0.88% Net investment income 4.54%** 4.88% Ratios with waiver of fees by the Adviser and reduction for fees paid indirectly: Net expenses 0.82%** 0.82% Net investment income 4.57%** 4.94% =================================================================================================== Year Year Year Year Ended Ended Ended Ended 12/31/08 12/31/07 12/31/06 12/31/05 Class A Net asset value, beginning of period $ 13.50 $ 14.11 $ 14.13 $ 14.38 - --------------------------------------------------------------------------------------------------------------------------- Increase (decrease) from investment operations: Net investment income $ 0.60 $ 0.62 $ 0.53 $ 0.54 Net realized and unrealized gain (loss) on investments (2.54) (0.42) 0.18 0.14 - --------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) from investment operations $ (1.94) $ 0.20 $ 0.71 $ 0.68 Distributions to shareowners: Net investment income (0.59) (0.61) (0.61) (0.64) Net realized gain (0.07) (0.20) (0.12) (0.29) - --------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in net asset value $ (2.60) $ (0.61) $ (0.02) $ (0.25) - --------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 10.90 $ 13.50 $ 14.11 $ 14.13 =========================================================================================================================== Total return* (14.85)% 1.40% 5.20% 4.81% Ratio of net expenses to average net assets+ 0.82% 0.82% 0.86% 0.87% Ratio of net investment income to average net assets+ 4.66% 4.45% 4.48% 4.42% Portfolio turnover rate 27% 18% 8% 12% Net assets, end of period (in thousands) $353,257 $451,219 $471,084 $16,033 Ratios with no waiver of fees by the Adviser and no reduction for fees paid indirectly: Net expenses 0.88% 0.85% 0.96% 1.16% Net investment income 4.60% 4.42% 4.38% 4.13% Ratios with waiver of fees by the Adviser and reduction for fees paid indirectly: Net expenses 0.82% 0.82% 0.86% 0.87% Net investment income 4.66% 4.45% 4.48% 4.42% =========================================================================================================================== * Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each period and no sales charges. Total return would be reduced if sales charges were taken into account. ** Annualized. + Ratios assuming no reduction for fees paid indirectly. The accompanying notes are an integral part of these financial statements. Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 35 Financial Highlights (continued) Six Months Ended Year 6/30/10 Ended (unaudited) 12/31/09 Class B Net asset value, beginning of period $ 12.78 $10.83 - ----------------------------------------------------------------------------------------------- Increase (decrease) from investment operations: Net investment income $ 0.20 $ 0.50 Net realized and unrealized gain (loss) on investments 0.27 1.96 - ----------------------------------------------------------------------------------------------- Net increase (decrease) from investment operations $ 0.47 $ 2.46 Distributions to shareowners: Net investment income (0.23) (0.50) Net realized gain -- (0.01) - ----------------------------------------------------------------------------------------------- Net increase (decrease) in net asset value $ 0.24 $ 1.95 - ----------------------------------------------------------------------------------------------- Net asset value, end of period $ 13.02 $12.78 =============================================================================================== Total return* 3.73% 22.97% Ratio of net expenses to average net assets+ 1.68%** 1.71% Ratio of net investment income to average net assets+ 3.70%** 4.06% Portfolio turnover rate 20%** 18% Net assets, end of period (in thousands) $11,523 $5,838 Ratios with no waiver of fees by the Adviser and no reduction for fees paid indirectly: Net expenses 1.68%** 1.71% Net investment income 3.70%** 4.06% Ratios with waiver of fees by the Adviser and reduction for fees paid indirectly: Net expenses 1.68%** 1.71% Net investment income 3.70%** 4.06% =============================================================================================== Year Year Year Year Ended Ended Ended Ended 12/31/08 12/31/07 12/31/06 12/31/05 Class B Net asset value, beginning of period $ 13.41 $14.03 $14.07 $14.34 - ------------------------------------------------------------------------------------------------------------------ Increase (decrease) from investment operations: Net investment income $ 0.48 $ 0.48 $ 0.46 $ 0.45 Net realized and unrealized gain (loss) on investments (2.52) (0.41) 0.14 0.12 - ------------------------------------------------------------------------------------------------------------------ Net increase (decrease) from investment operations $ (2.04) $ 0.07 $ 0.60 $ 0.57 Distributions to shareowners: Net investment income (0.47) (0.49) (0.52) (0.55) Net realized gain (0.07) (0.20) (0.12) (0.29) - ------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net asset value $ (2.58) $(0.62) $(0.04) $(0.27) - ------------------------------------------------------------------------------------------------------------------ Net asset value, end of period $ 10.83 $13.41 $14.03 $14.07 ================================================================================================================== Total return* (15.60%) 0.46% 4.36% 4.02% Ratio of net expenses to average net assets+ 1.72% 1.72% 1.69% 1.41% Ratio of net investment income to average net assets+ 3.76% 3.55% 3.62% 3.90% Portfolio turnover rate 27% 18% 8% 12% Net assets, end of period (in thousands) $ 5,286 $6,737 $6,228 $2,369 Ratios with no waiver of fees by the Adviser and no reduction for fees paid indirectly: Net expenses 1.72% 1.78% 1.69% 1.68% Net investment income 3.76% 3.49% 3.62% 3.63% Ratios with waiver of fees by the Adviser and reduction for fees paid indirectly: Net expenses 1.72% 1.72% 1.69% 1.41% Net investment income 3.76% 3.55% 3.62% 3.90% ================================================================================================================== * Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each period and no sales charges. Total return would be reduced if sales charges were taken into account. ** Annualized. + Ratios assuming no reduction for fees paid indirectly. The accompanying notes are an integral part of these financial statements. 36 Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 Six Months Ended Year 6/30/10 Ended (unaudited) 12/31/09 Class C Net asset value, beginning of period $ 12.77 $ 10.83 - ------------------------------------------------------------------------------------------------------------ Increase (decrease) from investment operations: Net investment income $ 0.22 $ 0.47 Net realized and unrealized gain (loss) on investments 0.26 1.98 - ------------------------------------------------------------------------------------------------------------ Net increase (decrease) from investment operations $ 0.48 $ 2.45 Distributions to shareowners: Net investment income (0.24) (0.50) Net realized gain -- (0.01) - ------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net asset value $ 0.24 $ 1.94 - ------------------------------------------------------------------------------------------------------------ Net asset value, end of period $ 13.01 $ 12.77 ============================================================================================================ Total return* 3.78% 22.93% Ratio of net expenses to average net assets+ 1.60%** 1.64% Ratio of net investment income to average net assets+ 3.79%** 4.08% Portfolio turnover rate 20%** 18% Net assets, end of period (in thousands) $41,076 $26,422 Ratios assuming no waiver of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Net expenses 1.60%** 1.64% Net investment income 3.79%** 4.08% Ratios with waiver of fees by the Adviser and reduction for fees paid indirectly: Net expenses 1.60%** 1.64% Net investment income 3.79%** 4.08% ============================================================================================================ Year Year Year Year Ended Ended Ended Ended 12/31/08 12/31/07 12/31/06 12/31/05 Class C Net asset value, beginning of period $ 13.42 $ 14.02 $ 14.04 $14.34 - ------------------------------------------------------------------------------------------------------------------- Increase (decrease) from investment operations: Net investment income $ 0.45 $ 0.45 $ 0.44 $ 0.44 Net realized and unrealized gain (loss) on investments ( 2.48) (0.35) 0.18 0.09 - ------------------------------------------------------------------------------------------------------------------- Net increase (decrease) from investment operations $ (2.03) $ 0.10 $ 0.62 $ 0.53 Distributions to shareowners: Net investment income ( 0.49) (0.50) (0.52) (0.54) Net realized gain ( 0.07) (0.20) (0.12) (0.29) - ------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in net asset value $ (2.59) $ (0.60) $ (0.02) $(0.30) - ------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 10.83 $ 13.42 $ 14.02 $14.04 =================================================================================================================== Total return* (15.56)% 0.67% 4.52% 3.78% Ratio of net expenses to average net assets+ 1.65% 1.58% 1.65% 1.38% Ratio of net investment income to average net assets+ 3.85% 3.66% 3.58% 3.87% Portfolio turnover rate 27% 18% 8% 12% Net assets, end of period (in thousands) $15,157 $12,620 $ 5,891 $1,183 Ratios assuming no waiver of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Net expenses 1.65% 1.58% 1.65% 1.63% Net investment income 3.85% 3.66% 3.58% 3.62% Ratios with waiver of fees by the Adviser and reduction for fees paid indirectly: Net expenses 1.65% 1.58% 1.65% 1.38% Net investment income 3.85% 3.66% 3.58% 3.87% =================================================================================================================== * Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each period and no sales charges. Total return would be reduced if sales charges were taken into account. ** Annualized. + Ratios assuming no reduction for fees paid indirectly. The accompanying notes are an integral part of these financial statements. Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 37 Financial Highlights (continued) Six Months Ended Year 6/30/10 Ended (unaudited) 12/31/09 Class Y Net asset value, beginning of period $ 12.84 $ 10.89 - ------------------------------------------------------------------------------------------------------------ Increase (decrease) from investment operations: Net investment income $ 0.26 $ 0.63 Net realized and unrealized gain (loss) on investments 0.29 1.96 - ------------------------------------------------------------------------------------------------------------ Net increase (decrease) from investment operations $ 0.55 $ 2.59 Distributions to shareowners: Net investment income (0.31) (0.63) Net realized gain -- (0.01) - ------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net asset value $ 0.24 $ 1.95 - ------------------------------------------------------------------------------------------------------------ Net asset value, end of period $ 13.08 $ 12.84 ============================================================================================================ Total return* 4.32% 24.22% Ratio of net expenses to average net assets+ 0.55%** 0.58% Ratio of net investment income to average net assets+ 4.81%** 5.17% Portfolio turnover rate 20%** 18% Net assets, end of period (in thousands) $85,184 $21,963 Ratios assuming no waiver of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Net expenses 0.55%** 0.58% Net investment income 4.81%** 5.17% Ratios with waiver of fees by the Adviser and reduction for fees paid indirectly: Net expenses 0.55%** 0.58% Net investment income 4.81%** 5.17% ============================================================================================================ Year Year 11/10/06 Ended Ended to 12/31/08 12/31/07 12/31/06 (a) Class Y Net asset value, beginning of period $ 13.48 $ 14.09 $ 14.17 - ------------------------------------------------------------------------------------------------------------------------ Increase (decrease) from investment operations: Net investment income $ 0.62 $ 0.67 $ 0.09 Net realized and unrealized gain (loss) on investments (2.51) (0.44) (0.06) - ------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) from investment operations $ (1.89) $ 0.23 $ 0.03 Distributions to shareowners: Net investment income (0.63) (0.64) (0.11) Net realized gain (0.07) (0.20) -- - ------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net asset value $ (2.59) $ (0.61) $ (0.08) - ------------------------------------------------------------------------------------------------------------------------ Net asset value, end of period $ 10.89 $ 13.48 $ 14.09 ======================================================================================================================== Total return* (14.56)% 1.67% 0.21%(b) Ratio of net expenses to average net assets+ 0.58% 0.54% 0.60%** Ratio of net investment income to average net assets+ 4.90% 4.73% 4.49%** Portfolio turnover rate 27% 18% 8%** Net assets, end of period (in thousands) $18,571 $23,331 $28,693 Ratios assuming no waiver of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Net expenses 0.58% 0.54% 0.60%** Net investment income 4.90% 4.73% 4.49%** Ratios with waiver of fees by the Adviser and reduction for fees paid indirectly: Net expenses 0.58% 0.54% 0.60%** Net investment income 4.90% 4.73% 4.49%** ======================================================================================================================== (a) Class Y Shares were first publicly offered November 10, 2006. (b) Not Annualized. * Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each period. ** Annualized. + Ratios assuming no reduction for fees paid indirectly. The accompanying notes are an integral part of these financial statements. 38 Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 Notes to Financial Statements | 6/30/10 (unaudited) 1. Organization and Significant Accounting Policies Pioneer AMT-Free Municipal Fund (the Fund) is one of three series of portfolios comprising Pioneer Series Trust II, a Delaware statutory trust. The Fund is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. The investment objective of the Fund is to seek a high level of current income exempt from federal income tax as is consistent with the relative stability of capital. The Fund offers three classes of shares designated as Class A, Class C and Class Y shares. Effective as of the close of business on December 31, 2009, Class B shares are no longer offered to new or existing shareholders, except that dividends and/or capital gain distributions may continue to be reinvested in Class B shares, and shareholders may exchange their Class B shares for Class B shares of other Pioneer funds, as permitted by existing exchange privileges. Each class of shares represents an interest in the same portfolio of investments of the Fund and has identical rights (based on relative net asset values) to assets and liquidation proceeds. Share classes can bear different rates of class-specific fees and expenses such as transfer agent and distribution fees. Differences in class-specific fees and expenses will result in differences in net investment income and, therefore, the payment of different dividends from net investment income earned by each class. The Amended and Restated Declaration of Trust of the Fund gives the Board the flexibility to specify either per share voting or dollar-weighted voting when submitting matters for shareholder approval. Under per share voting, each share of a class 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 owned, but by the dollar value of the shares on the record date. Each share class has exclusive voting rights with respect to matters affecting only that class, including with respect to the distribution plan for that class. There is no distribution plan for Class Y shares. Class B shares convert to Class A shares approximately eight years after the date of purchase. At times, the Fund's investments may represent industries or industry sectors that are interrelated or have common risks, making the Fund more susceptible to any economic, political, or regulatory developments or other risks affecting those industries and sectors. The Fund's prospectuses contain unaudited information regarding the Fund's principal risks. Please refer to those documents when considering the Fund's principal risks. The Fund's financial statements have been prepared in conformity with U.S. generally accepted accounting principles that require the management of the Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 39 Fund to, among other things, make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income, expenses, and gain or loss on investments during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements, which are consistent with those policies generally accepted in the investment company industry: A. Security Valuation Security transactions are recorded as of trade date. The net asset value of the Fund is computed once daily, on each day the New York Stock Exchange (NYSE) is open, as of the close of regular trading on the NYSE. Fixed income securities with remaining maturity of more than sixty days are valued at prices supplied by independent pricing services, which consider such factors as market prices, market events, quotations from one or more brokers, Treasury spreads, yields, maturities and ratings. Valuations may be supplemented by dealers and other sources, as required. Securities for which independent pricing services are unable to supply prices or for which market prices and/or quotations are not readily available or are considered to be unreliable are valued using fair value methods pursuant to procedures adopted by the Board of Trustees and may include yield equivalents or a pricing matrix. The Fund may use fair value methods if it is determined that a significant event has occurred after the close of the exchange or market on which the security trades and prior to the determination of the Fund's net asset value. Thus, the valuation of the Fund's securities may differ from exchange prices. At June 30, 2010 there were no securities that were valued using fair value methods. Inputs used in the valuation of a security using fair value methods include credit ratings, the financial condition of the company current market conditions and comparable securities. Short-term fixed income securities with remaining maturities of sixty days or less generally are valued at amortized cost. Mutual funds are valued at net asset value. Discount and premium on debt securities are accreted or amortized, respectively, daily into interest income on a yield-to-maturity basis over the life of the respective security with a corresponding increase or decrease in the cost basis of the security. Interest income, including interest on income bearing cash accounts, is recorded on the accrual basis. Gains and losses on sales of investments are calculated on the identified cost method for both financial reporting and federal income tax purposes. 40 Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 B. Federal Income Taxes It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income and net realized capital gains, if any, to its shareowners. Therefore, no federal tax provision is required. Tax years for the prior three fiscal years remain subject to examination by tax authorities. The amounts and characterizations of distributions to shareowners for financial reporting purposes are determined in accordance with federal income tax rules. Therefore, the sources of the Fund's distributions may be shown in the accompanying financial statements as from or in excess of net investment income or as from net realized gain on investment transactions, or as from paid-in capital, depending on the type of book/tax differences that may exist. The tax character of current year distributions payable will be determined at the end of the current taxable year. The tax character of distributions paid during the year ended December 31, 2009 was follows: - -------------------------------------------------------------------------------- 2009 - -------------------------------------------------------------------------------- Distributions paid from: Ordinary income $ 323,596 Tax-exempt income 23,651,944 Long-term capital gain 199,893 - -------------------------------------------------------------------------------- Total $24,175,433 ================================================================================ The following shows the components of distributable earnings on a federal income tax basis at December 31, 2009: - -------------------------------------------------------------------------------- 2009 - -------------------------------------------------------------------------------- Distributable earnings: Undistributed tax-exempt income $ 443,849 Capital loss carryforward (8,777,951) Unrealized appreciation 4,665,921 - -------------------------------------------------------------------------------- Total $(3,668,181) ================================================================================ C. Fund Shares The Fund records sales and repurchases of its shares as of trade date. Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the Fund and a wholly owned indirect subsidiary of UniCredit S.p.A., (UniCredit), earned approximately $36,846 in underwriting commissions on the sale of Class A shares during the six months ended June 30, 2010. D. Class Allocations Income, common expenses and realized and unrealized gains and losses are calculated at the Fund level and allocated daily to each class of shares based Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 41 on its respective percentage of adjusted net assets at the beginning of the day. Distribution fees are calculated based on the average daily net asset value attributable to Class A, Class B and Class C shares of the Fund, respectively (see Note 4). Class Y shares do not pay distribution fees. All expenses and fees paid to the transfer agent, Pioneer Investment Management Shareholder Services, Inc. (PIMSS), for its services are allocated among the classes of shares based on the number of accounts in each class and the ratable allocation of related out-of-pocket expenses (see Note 3). The Fund declares, as daily dividends, substantially all of its net investment income. All dividends are paid on a monthly basis. Short-term capital gain distributions, if any, may be declared with the daily dividends. Distributions to shareowners are recorded as of the ex-dividend date. Distributions paid by the Fund with respect to each class of shares are calculated in the same manner and at the same time, except that net investment income dividends to Class A, Class B, Class C and Class Y shares can reflect different transfer agent and distribution expense rates. 2. Management Agreement Pioneer Investment Management, Inc. (PIM), a wholly owned indirect subsidiary of UniCredit, manages the Fund's portfolio. Management fees are calculated daily at the annual rate of 0.50% of the Fund's average daily net assets up to $250 million; 0.45% of the next $500 million; and 0.40% of the excess over $750 million. For the six months ended June 30, 2010, the effective management fee (excluding waivers and/or assumption of expenses) was equivalent to 0.46% of the Fund's average daily net assets. PIM has contractually agreed to limit ordinary operating expenses of the Fund to the extent required to reduce Fund expenses to 0.82% and 0.55% of the average daily net assets attributable to Class A and Class Y shares, respectively. These limitations are in effect through June, 1, 2012 for Class A shares and through June 1, 2011 for Class Y shares. There can be no assurance that PIM will extend the expense limit agreement for a class of shares beyond the date referred to above. In addition, under the management and administration agreements, certain other services and costs, including accounting, regulatory reporting and insurance premiums, are paid by the Fund as administrative reimbursements. Included in "Due to affiliates" reflected on the Statement of Assets and Liabilities is $12,429 in management fees, administrative costs and certain other reimbursements payable to PIM at June 30, 2010. 42 Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 3.Transfer Agent PIMSS, a wholly owned indirect subsidiary of UniCredit, provides substantially all transfer agent and shareowner services to the Fund at negotiated rates. In addition, the Fund reimburses PIMSS for out-of-pocket expenses incurred by PIMSS related to shareholder communications activities such as proxy and statement mailings, outgoing phone calls and omnibus relationship contracts. For the six months ended June 30, 2010, such out-of-pocket expenses by class of shares were as follows: - -------------------------------------------------------------------------------- Shareholder Communications: - -------------------------------------------------------------------------------- Class A $58,413 Class B 2,122 Class C 3,814 Class Y 5,329 - -------------------------------------------------------------------------------- Total $69,678 ================================================================================ Included in "Due to affiliates" reflected on the Statement of Assets and Liabilities is $57,667 in transfer agent fees and out-of-pocket reimbursements payable to PIMSS at June 30, 2010. 4. Distribution Plan The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 of the Investment Company Act of 1940 with respect to its Class A, Class B and Class C shares. Pursuant to the Plan, the Fund pays PFD 0.25% of the average daily net assets attributable to Class A shares as compensation for personal services and/or account maintenance services or distribution services with regard to Class A shares. Pursuant to the Plan, the Fund also pays PFD 1.00% of the average daily net assets attributable to Class B and Class C shares. The fee for Class B and Class C shares consists of a 0.25% service fee and a 0.75% distribution fee paid as compensation for personal services and/or account maintenance services or distribution services with regard to Class B and Class C shares. Included in "Due to affiliates" reflected on the Statement of Assets and Liabilities is $75,222 in distribution fees payable to PFD at June 30, 2010. In addition, redemptions of each class of shares (except Class Y shares) may be subject to a contingent deferred sales charge (CDSC). A CDSC of 1.00% may be imposed on redemptions of certain net asset value purchases of Class A shares within 18 months of purchase (within 12 months for purchases made on or after April 1, 2009). Class B shares that are redeemed within five years of purchase are subject to a CDSC at declining rates beginning at 4.00%, based on the lower of cost or market value of shares being redeemed. Redemptions of Class C shares within one year of purchase are subject to a CDSC of 1.00%, based on the lower of cost or market value of shares being redeemed. Shares Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 43 purchased as part of an exchange remain subject to any CDSC that applied to the original purchase of those shares. There is no CDSC for Class Y shares. Proceeds from the CDSCs are paid to PFD. For the six months ended June 30, 2010, CDSCs in the amount of $12,206 were paid to PFD. 5. Expense Offset Arrangements The Fund has entered into certain expense offset arrangements with PIMSS which may result in a reduction in the Fund's total expenses due to interest earned on cash held by PIMSS. For the six months ended June 30, 2010, the Fund's expenses were not reduced under such arrangements. 6. Line of Credit Facility The Fund, along with certain other funds in the Pioneer Family of Funds (the Funds), participates in a $165 million committed, unsecured revolving line of credit facility. Borrowings are used solely for temporary or emergency purposes. The Fund may borrow up to the lesser of the amount available under the facility or the limits set for borrowing by the Fund's prospectus and the 1940 Act. Interest on borrowings is payable at the higher of the London Interbank Offered Rate (LIBOR) on the borrowing date plus 1.25% on an annualized basis or the Federal Funds Rate on the borrowing date plus 1.25% on an annualized basis. The Funds pay an annual commitment fee for this facility. The commitment fee is allocated among participating Funds based on an allocation schedule set forth in the credit agreement. For the six months ended June 30, 2010, the Fund had no borrowings under this agreement. 7. Reorganization Information Pioneer AMT-Free CA Municipal Fund was reorganized into Pioneer AMT-Free Municipal Fund on June 12, 2009. The purpose of this transaction was to combine two funds (managed by PIM) with similar investment objectives and strategies. This tax-free reorganization was accomplished by exchanging the assets and stated liabilities of Pioneer AMT-Free CA Municipal Fund for shares of Pioneer AMT-Free Municipal Fund. Shareowners holding Class A, Class B and Class C shares of Pioneer AMT-Free CA Municipal Fund received Class A, Class B and Class C shares, respectively, of Pioneer AMT-Free Municipal Fund in the reorganization. The investment portfolio of Pioneer AMT-Free CA Municipal Fund, with a fair value of $72,747,025 and an identified cost of $84,821,239 at June 12, 2009, was the principal asset acquired by Pioneer AMT-Free Municipal Fund. For financial reporting purposes, assets received and shares issued by Pioneer AMT-Free Municipal Fund were recorded at fair value; however, the cost basis of the investments received from Pioneer AMT-Free CA Municipal Fund was carried forward to align ongoing reporting of Pioneer AMT-Free Municipal Fund's realized and unrealized gains and losses 44 Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 with amounts distributable to shareowners for tax purposes. The following charts show the details of the reorganization as of that Closing Date: - --------------------------------------------------------------------------------------------------------- Pioneer AMT-Free Pioneer AMT-Free Pioneer AMT-Free Municipal Fund CA Municipal Fund Municipal Fund (Pre-Reorganization) (Pre-Reorganization) (Post-Reorganization) - --------------------------------------------------------------------------------------------------------- Net Assets Class A $400,815,520 $ 68,324,416 $469,139,936 Class B $ 5,743,770 $ 779,574 $ 6,523,344 Class C $ 18,143,923 $ 4,871,016 $ 23,014,939 Class Y $ 19,582,373 $ -- $ 19,582,373 - --------------------------------------------------------------------------------------------------------- Total Net Assets $444,285,586 $ 73,975,006 $518,260,592 - --------------------------------------------------------------------------------------------------------- Shares Outstanding Class A 33,459,729 6,442,737 39,162,936 Class B 482,564 73,910 548,075 Class C 1,525,803 462,799 1,935,477 Class Y 1,637,397 -- 1,637,397 Shares Issued in Reorganization Class A 5,703,207 Class B 65,510 Class C 409,673 - --------------------------------------------------------------------------------------------------------- Unrealized Accumulated Depreciation On Loss On Closing Date Closing Date - --------------------------------------------------------------------------------------------------------- Pioneer AMT-Free CA Municipal Fund $(12,074,214) $ (461,259) Assuming the reorganization had been completed on January 1, 2009, the beginning of the annual reporting period for Pioneer AMT-Free Municipal Fund, Pioneer AMT-Free Municipal Fund's pro forma results of operations for the year ended December 31, 2009, are as follows: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Net investment income $ 25,775,244 Net gain on investments $ 84,796,536 Net increase in net assets resulting from operations $110,571,780 Pioneer Tax Free Income Fund and Pioneer Intermediate Tax Free Income Fund were reorganized into Pioneer AMT-Free Municipal Fund on March 5, 2010. The purpose of this transaction was to combine three funds (managed by PIM) with similar investment objectives and strategies. This tax-free reorganization was accomplished by exchanging the assets and stated liabilities of Pioneer Tax Free Income Fund and Pioneer Intermediate Tax Free Income Fund for shares of Pioneer AMT-Free Municipal Fund. Shareowners holding Class A, Class B, Class C and Class Y shares of Pioneer Tax Free Income Fund received Class A, Class B, Class C and Class Y shares, respectively, of Pioneer AMT-Free Municipal Fund in the reorganization. Shareowners holding Class A, Class C and Class Y shares of Pioneer Intermediate Tax Free Income Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 45 Fund received Class A, Class C and Class Y shares, respectively, of Pioneer AMT-Free Municipal Fund in the reorganization. The investment portfolio of Pioneer Tax Free Income Fund, with a fair value of $379,164,310 and an identified cost of $406,499,798 at March 5, 2010 and the investment portfolio of Pioneer Intermediate Tax Free Income Fund, with a fair value of $15,394,263 and an identified cost of $14,594,363 at March 5, 2010, were the principal assets acquired by Pioneer AMT-Free Municipal Fund in the respective reorganizations. For financial reporting purposes, assets received and shares issued by Pioneer AMT-Free Municipal Fund were recorded at fair value; however, the cost basis of the investments received from Pioneer Tax Free Income Fund and Pioneer Intermediate Tax Free Income Fund were carried forward to align ongoing reporting of Pioneer AMT-Free Municipal Fund's realized and unrealized gains and losses with amounts distributable to shareowners for tax purposes. The following charts show the details of the reorganization as of that Closing Date: - ------------------------------------------------------------------------------------------------------------------------- Pioneer Intermediate Pioneer AMT-Free Pioneer Tax Free Tax Free Pioneer AMT-Free Municipal Fund Income Fund Income Fund Municipal Fund (Pre-Reorganization) (Pre-Reorganization) (Pre-Reorganization) (Post-Reorganization) - ------------------------------------------------------------------------------------------------------------------------- Net Assets Class A $ 476,945,445 $ 330,104,753 $ 7,710,163 $ 814,760,361 Class B $ 5,413,460 $ 7,790,030 $ -- $ 13,203,490 Class C $ 26,433,776 $ 13,717,192 $ 66,460 $ 40,217,428 Class Y $ 22,111,557 $ 50,105,749 $ 8,106,024 $ 80,323,330 - ------------------------------------------------------------------------------------------------------------------------- Total Net Assets $ 530,904,238 $ 401,717,724 $ 15,882,647 $ 948,504,609 - ------------------------------------------------------------------------------------------------------------------------- Shares Outstanding Class A 36,814,211 31,542,771 805,790 62,880,177 Class B 420,588 749,140 -- 1,025,874 Class C 2,055,785 1,330,179 6,939 3,127,609 Class Y 1,710,161 4,805,238 847,542 6,212,232 Shares Issued in Reorganization Class A 26,065,966 Class B 605,286 Class C 1,071,824 Class Y 4,502,071 - ------------------------------------------------------------------------------------------------------------------------- Unrealized Appreciation Accumulated (Depreciation) On Gain (Loss) On Closing Date Closing Date - ------------------------------------------------------------------------------------------------------------------------- Pioneer Tax Free Income Fund $(27,335,488) $(111,461,671) Pioneer Intermediate Tax Free Income Fund $ 799,900 $ 322,967 46 Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 Assuming the reorganization had been completed on January 1, 2010, the beginning of the annual reporting period for Pioneer AMT-Free Municipal Fund, Pioneer AMT-Free Municipal Fund's pro forma results of operations for the six months ended June 30, 2010, are as follows: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Net investment income $21,505,846 Net gain on investments $18,291,635 Net increase in net assets resulting from operations $39,797,481 8. Subsequent Events In preparing these financial statements, PIM has evaluated the impact of all subsequent events and transactions for potential recognition or disclosure and has determined that there were no subsequent events requiring recognition or disclosure. Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 47 Trustees, Officers and Service Providers Trustees John F. Cogan, Jr., Chairman David R. Bock Mary K. Bush Benjamin M. Friedman Margaret B.W. Graham Daniel K. Kingsbury Thomas J. Perna Marguerite A. Piret Stephen K. West Officers John F. Cogan, Jr., President Daniel K. Kingsbury, Executive Vice President Mark E. Bradley, Treasurer Christopher J. Kelley, Secretary Investment Adviser and Administrator Pioneer Investment Management, Inc. Custodian Brown Brothers Harriman & Co. Principal Underwriter Pioneer Funds Distributor, Inc. Legal Counsel Bingham McCutchen LLP Shareowner Services and Transfer Agent Pioneer Investment Management Shareholder Services, Inc. Proxy Voting Policies and Procedures of the Fund are available without charge, upon request, by calling our toll free number (1-800-225-6292). Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is publicly available to shareowners at pioneerinvestments.com. This information is also available on the Securities and Exchange Commission's web site at http://www.sec.gov. 48 Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 This page for your notes. Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 49 This page for your notes. 50 Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 This page for your notes. Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 51 This page for your notes. 52 Pioneer AMT-Free Municipal Fund | Semiannual Report | 6/30/10 How to Contact Pioneer We are pleased to offer a variety of convenient ways for you to contact us for assistance or information. Call us for: - -------------------------------------------------------------------------------- Account Information, including existing accounts, new accounts, prospectuses, applications and service forms 1-800-225-6292 FactFone(SM) for automated fund yields, prices, account information and transactions 1-800-225-4321 Retirement plans information 1-800-622-0176 Write to us: - -------------------------------------------------------------------------------- PIMSS, Inc. P.O. Box 55014 Boston, Massachusetts 02205-5014 Our toll-free fax 1-800-225-4240 Our internet e-mail address ask.pioneer@pioneerinvestments.com (for general questions about Pioneer only) Visit our web site: pioneerinvestments.com This report must be preceded or accompanied by a prospectus. The Fund files a complete statement of investments with the Securities and Exchange Commission for the first and third quarters for each fiscal year on Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's web site at http://www.sec.gov. The filed form may also be viewed and copied at the Commission's Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling 1-800-SEC-0330. Pioneer Growth Opportunities Fund - -------------------------------------------------------------------------------- Semiannual Report | June 30, 2010 - -------------------------------------------------------------------------------- Ticker Symbols: Class A PGOFX Class B GOFBX Class C GOFCX Class R PGRRX Class Y GROYX [LOGO] PIONEER Investments(R) visit us: pioneerinvestments.com Table of Contents Letter to Shareowners 2 Portfolio Management Discussion 4 Portfolio Summary 8 Prices and Distributions 9 Performance Update 10 Comparing Ongoing Fund Expenses 15 Schedule of Investments 17 Financial Statements 27 Notes to Financial Statements 36 Trustees, Officers and Service Providers 45 Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 1 President's Letter Dear Shareowner, Stock and bond markets around the globe have begun to recover over the past year from one of their most tumultuous periods in history. This is a welcome relief, and we are generally optimistic about the prospects for the economy going forward. Still, challenges remain. Unemployment is high; consumer demand and loan growth are weak; and housing has not returned to normal. At Pioneer, we have long advocated the benefits of investing for the long term. This strategy has generally performed well for many investors. Those who remained invested in the market during the downturn have most likely seen their portfolios start to recover over the past year, as the Dow Jones Industrial Average climbed back from the depressed levels we saw in early 2009. Many bond investors have similarly seen a strong rebound, with a broad-based recovery occurring across many different fixed-income asset classes. The riskiest asset classes, such as high-yield bonds, outperformed other fixed-income asset classes during most of 2009. At Pioneer, we are not changing the approach to investing that we have used for more than 80 years. We remain focused on company fundamentals and risk management. Our investment process is based on careful research into individual companies, quantitative analysis, and active portfolio management. This three-pillared process, which we apply to each of our portfolios, is supported by an integrated team approach and is designed to carefully balance risk and reward. While we see potential opportunities for making money in many corners of the markets around the globe, it takes research and experience to separate solid investment opportunities from speculation. Following this difficult period, many investors are rethinking their approach to investing and risk management. Some are questioning whether the basic investment principles they were taught in the past are still useful in today's markets. Complicating matters is that financial markets remain unpredictable. Our advice, as always, is to work closely with a trusted financial advisor to discuss your goals and work together to develop an investment strategy that meets your individual needs. There is no single best strategy that works for every investor. 2 Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 We invite you to learn more about Pioneer and our time-tested approach to investing by consulting with your financial advisor or visiting us online at www.pioneerinvestments.com. We greatly appreciate your trust in us and we thank you for investing with Pioneer. Sincerely, /s/ Daniel K. Kingsbury Daniel K. Kingsbury President and CEO Pioneer Investment Management USA, Inc. Any information in this shareowner report regarding market or economic trends or the factors influencing the Fund's historical or future performance are statements of the opinion of Fund management as of the date of this report. These statements should not be relied upon for any other purposes. Past performance is no guarantee of future results, and there is no guarantee that market forecasts discussed will be realized. Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 3 Portfolio Management Discussion | 6/30/10 In the following interview, Brian Stack, portfolio manager of Pioneer Growth Opportunities Fund, discusses the factors that influenced the Fund's performance during the six-month period ended June 30, 2010. Q Please discuss the market backdrop over the six months ended June 30, 2010. A After delivering a strong performance through the first four months of the year, the U.S. stock market reversed course over the last two months of the period and finished the six months ended June 30, 2010, in the red. When the year began, investors remained optimistic due to an environment characterized by improving economic growth and rising corporate earnings estimates. That favorable backdrop provided fertile ground for the market to build on its rally of 2009. By mid-way through the second quarter of 2010, however, the news flow started to turn negative. Economic growth began to slow around the world, putting earnings estimates into question. Investors also had to weigh the effects of the sovereign debt crisis in Europe, the prospect of reduced government spending, and the oil spill in the Gulf of Mexico. The result was a spate of profit-taking that drove stocks into negative territory on a year-to-date basis by the end of June. Smaller stocks held up relatively well in this environment, since small-cap investors tend to be influenced more by company-specific developments than by broader macroeconomic factors. While the Russell 1000 Growth Index -- a measure of large-cap performance -- returned -7.65% over the six months ended June 30, 2010, the small-cap Russell 2000 Index (-1.95%) fared much better. In a reflection of reduced investor risk appetites over the six-month period, however, growth stocks underperformed the broader market. The Fund's benchmark, the Russell 2000 Growth Index, returned -2.31% for the six-month period. Q How did the Fund perform in that environment over the six months ended June 30, 2010? A The Fund's Class A shares returned -3.25% at net asset value during the six-month period ended June 30, 2010, underperforming the -2.31% return of the Fund's benchmark, the Russell 2000 Growth Index. Over the same period, the average return of the 547 funds in Lipper's Small Cap Growth Funds category was -2.50%. We continue to employ a disciplined investment style for the Fund known as "GARP," which stands for "Growth at a Reasonable Price." Simply put, 4 Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 GARP means that while we are looking for the best growth stocks in the small-cap space, we are also very conscious of valuation. We believe this approach creates a positive balance of risk and reward since it identifies not just stocks whose growth trends provide ample upside, but also those whose reasonable valuations provide a measure of downside protection. Q In what areas did your stock selection process help and hurt the Fund's performance during the six months ended June 30, 2010? A On a sector level, our stock picks generated the largest margin of outperformance for the Fund in health care, but that was offset by underperformance in consumer discretionary, consumer staples, and information technology. The Fund's best individual performer over the six-month period was a health care stock, Cardiome Pharma. The life sciences company received approval from the European Union to market an arterial fibrillation drug it had developed in conjunction with Merck. The approval triggered a payment of $50 million from Merck, fueling a rise in Cardiome's share price from the mid-$4 range at the beginning of the period to $8.15 by the end of June. The Fund also benefited from the strong performance of an investment in Polypore, which makes components used in hybrid vehicles, one of the fastest-growing areas of the auto market. The Fund's position in Finisar was the third-largest positive contributor to the Fund's performance over the period. A maker of optical components that enable high speed data networking, the company benefited from rapidly growing demand and improving profit margins. The Fund's performance was also helped by merger and acquisitions activity during the first half of the year. American Italian Pasta received a buyout offer from the private label food giant Ralcorp, and the stock rose 52% in response. Additionally, Psychiatric Solutions, which provides behavioral health programs to children, agreed to be acquired by Universal Health Services. The stock appreciated 55% during the six-month period ended June 30, 2010. The Fund's largest performance detractor was Chiquita Brands International, which lost ground on concerns about weak sales in Europe. We believe the cause of the stock's weakness is transitory, and we think investors are missing the more important long-term issue -- that the company's growth and profit profile have improved due to better operating efficiency, decreased debt and product line expansion. We have maintained the Fund's position in Chiquita. The software maker TiVo also detracted from the Fund's performance during the six-month period ended June 30, 2010. The stock soared in the first Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 5 quarter of 2010 after a court found that satellite broadcaster DISH Networks had infringed upon TiVo's patents. The finding would have enabled TiVo to collect a large and ongoing royalty stream from DISH. In May 2010, however, DISH was granted an appeal, and TiVo's stock fell from $18 to $7. The stock is currently valued at a level that reflects only TiVo's non-DISH revenue streams. We believe that TiVo has a high likelihood of prevailing when the appeal is heard in the fall, and the stock remains in the Fund's portfolio. The Fund's underweight position in consumer discretionary stocks weighed on its performance over the six months ended June 30, 2010. The positioning reflected our concerns that high unemployment, low wage growth, and consumers' efforts to reduce debt would dampen the recovery in discretionary spending. The positioning weighed most heavily on Fund performance in the first four months of the period, but it began to add significant value in May and June once retail stocks fell from their earlier highs. That the Fund was able to avoid the downturn in retail helps illustrate the importance, we think, of maintaining a focus on fundamentals and valuations rather than "chasing" short-term winners. Q What is your take on the current economic environment? A Looking first at the broader investment backdrop, we do not expect a sharp, "V-shaped" economic recovery. Instead, we foresee a sustained period of more modest, below-trend economic growth. Nevertheless, we believe that there are still many opportunities to make money within the Fund's investable universe. We are especially focused on companies with identifiable drivers of growth, such as innovative products or other stock-specific catalysts that should allow them to prosper even in the absence of economic tailwinds. One such company is Polypore, which is capitalizing on the growing popularity of hybrid vehicles. Another stock we see as having a strong growth catalyst is AGA Medical, a medical device maker that is focused on treating structural heart defects. The company has new products coming to the market in the year ahead, yet its stock barely discounts the value of its current, commercialized products. We also see opportunity in DexCom, which is in the early stages of rolling out a superior glucose monitoring device that we believe will capture a growing share of the large market in diabetes care. The sheer number of stocks in the small-cap space, together with the lower level of research coverage compared to large caps, means there will always be opportunities for bottom-up investors to find value in companies with compelling growth stories. We believe our GARP investment style is well suited to capitalizing on those opportunities as they arise. 6 Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 Please refer to the Schedule of Investments on pages 17-26 for a full listing of Fund securities. Investments in small companies may offer the potential for higher returns, but are also subject to greater short-term price fluctuations than larger, more established companies. Investing in foreign and/or emerging markets securities involves risks relating to interest rates, currency exchange rates, economic, and political conditions. At times, the Fund's investments may represent industries or industry sectors that are interrelated or have common risks, making it more susceptible to any economic, political, or regulatory developments or other risks affecting those industries and sectors. Past performance is no guarantee of future results, and there is no guarantee that market forecasts discussed will be realized. Any information in this shareholder report regarding market or economic trends or the factors influencing the Fund's historical or future performance are statements of the opinion of Fund management as of the date of this report. These opinions should not be relied upon for any other purposes. Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 7 Portfolio Summary | 6/30/10 Portfolio Diversification - -------------------------------------------------------------------------------- (As a percentage of total investment portfolio) [THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL] U.S. Common Stocks 79.3% Temporary Cash Investments 20.7% Sector Distribution - -------------------------------------------------------------------------------- (As a percentage of total equity holdings) [THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL] Information Technology 26.6% Health Care 24.9% Industrials 16.4% Consumer Discretionary 12.4% Financials 5.6% Consumer Staples 5.5% Energy 4.8% Utilities 1.7% Materials 1.5% Telecommunication Services 0.6% 10 Largest Holdings - -------------------------------------------------------------------------------- (As a percentage of equity holdings)* 1. Exterran Holdings, Inc. 2.27% 2. Orbital Sciences Corp. 1.70 3. Calpine Corp. 1.67 4. DexCom, Inc. 1.67 5. Chiquita Brands International, Inc. 1.66 6. Lincare Holdings, Inc. 1.62 7. Gymboree Corp. 1.58 8. Cubist Pharmaceuticals, Inc. 1.50 9. Sapient Corp. 1.47 10. Haemonetics Corp. 1.45 * This list excludes temporary cash investments and derivative instruments. The portfolio is actively managed, and current holdings may be different. The holdings listed should not be considered recommendations to buy or sell any security listed. 8 Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 Prices and Distributions | 6/30/10 Net Asset Value per Share - -------------------------------------------------------------------------------- Class 6/30/10 12/31/09 - -------------------------------------------------------------------------------- A $ 22.07 $ 22.81 - -------------------------------------------------------------------------------- B $ 18.86 $ 19.60 - -------------------------------------------------------------------------------- C $ 19.08 $ 19.81 - -------------------------------------------------------------------------------- R $ 22.02 $ 22.80 - -------------------------------------------------------------------------------- Y $ 22.69 $ 23.39 - -------------------------------------------------------------------------------- Distributions per Share: 1/1/10-6/30/10 - -------------------------------------------------------------------------------- Net Investment Short-Term Long-Term Class Income Capital Gains Capital Gains - -------------------------------------------------------------------------------- A $ -- $ -- $ -- - -------------------------------------------------------------------------------- B $ -- $ -- $ -- - -------------------------------------------------------------------------------- C $ -- $ -- $ -- - -------------------------------------------------------------------------------- R $ -- $ -- $ -- - -------------------------------------------------------------------------------- Y $ -- $ -- $ -- - -------------------------------------------------------------------------------- Index Definitions - -------------------------------------------------------------------------------- The Russell 2000 Growth Index measures the performance of U.S. small-cap growth stocks. Index returns are calculated monthly, assume reinvestment of dividends and, unlike Fund returns, do not reflect any fees, charges or expenses. You cannot invest directly in an index. The index defined here pertains to the "Value of $10,000 Investment" charts on pages 10-14. Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 9 Performance Update | 6/30/10 Class A Shares Investment Returns - -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Pioneer Growth Opportunities Fund at public offering price, compared to that of the Russell 2000 Growth Index. Average Annual Total Returns (As of June 30, 2010) - -------------------------------------------------------------------------------- Net Asset Public Offering Period Value (NAV) Price (POP) - -------------------------------------------------------------------------------- 10 Years 2.13% 1.52% 5 Years -0.90 -2.06 1 Year 16.04 9.37 - -------------------------------------------------------------------------------- Expense Ratio (Per prospectus dated May 1, 2010) - -------------------------------------------------------------------------------- Gross Net - -------------------------------------------------------------------------------- 1.35% 1.35% - -------------------------------------------------------------------------------- [THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment Pioneer Growth Russell 2000 Opportunities Fund Growth Index 6/00 9425 10000 11571 7666 6/02 9245 5749 8259 5789 6/04 10941 7615 12164 7941 6/06 12803 9100 14499 10631 6/08 11730 9479 10022 7124 6/10 11630 8404 Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. NAV results represent the percent change in net asset value per share. Returns would have been lower had sales charges been reflected. POP returns reflect deduction of maximum 5.75% sales charge. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Pioneer Growth Opportunities Fund was created through the reorganization of predecessor Safeco Growth Opportunities Fund on December 10, 2004. The performance shown for Class A shares of the Fund for periods prior to December 10, 2004, is based on the performance of the predecessor fund's Class A shares, which has been restated to reflect differences in any applicable sales charges (but not differences in expenses). If all the expenses of the Fund were reflected, the performance shown would be lower. Performance results reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds and can be rescinded at any time. See the prospectus and financial statements for complete details. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. 10 Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 Performance Update | 6/30/10 Class B Shares Investment Returns - -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Pioneer Growth Opportunities Fund, compared to that of the Russell 2000 Growth Index. Average Annual Total Returns (As of June 30, 2010) - -------------------------------------------------------------------------------- If If Period Held Redeemed - -------------------------------------------------------------------------------- 10 Years 1.12% 1.12% 5 Years -2.14 -2.14 1 Year 14.58 10.58 - -------------------------------------------------------------------------------- Expense Ratio (Per prospectus dated May 1, 2010) - -------------------------------------------------------------------------------- Gross Net - -------------------------------------------------------------------------------- 2.58% 2.58% - -------------------------------------------------------------------------------- [THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment Pioneer Growth Russell 2000 Opportunities Fund Growth Index 6/00 10000 10000 12213 7666 6/02 9687 5749 8587 5789 6/04 11290 7615 12453 7941 6/06 12967 9100 14521 10631 6/08 11587 9479 9752 7124 6/10 11174 8404 Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. "If Held" results represent the percent change in net asset value per share. Returns would have been lower had sales charges been reflected. "If Redeemed" returns reflect the deduction of applicable contingent deferred sales charge (CDSC). Class B shares reflect the deduction of the maximum applicable CDSC. The maximum CDSC is 4.0% and declines over five years. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Pioneer Growth Opportunities Fund was created through the reorganization of predecessor Safeco Growth Opportunities Fund on December 10, 2004. The performance shown for Class B shares of the Fund for periods prior to December 10, 2004, is based on the performance of the predecessor fund's Class B shares, which has been restated to reflect differences in any applicable sales charges (but not differences in expenses). If all the expenses of the Fund were reflected, the performance shown would be lower. Performance results reflect any applicable expense waivers in effect during the periods shown. Without such waivers Fund performance would be lower. Waivers may not be in effect for all funds and can be rescinded at any time. See the prospectus and financial statements for complete details. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 11 Performance Update | 6/30/10 Class C Shares Investment Returns - -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Pioneer Growth Opportunities Fund, compared to that of the Russell 2000 Growth Index. Average Annual Total Returns (As of June 30, 2010) - -------------------------------------------------------------------------------- If If Period Held Redeemed - -------------------------------------------------------------------------------- 10 Years 1.22% 1.22% 5 Years -1.96 -1.96 1 Year 14.87 14.87 - -------------------------------------------------------------------------------- Expense Ratio (Per prospectus dated May 1, 2010) - -------------------------------------------------------------------------------- Gross Net - -------------------------------------------------------------------------------- 2.39% 2.39% - -------------------------------------------------------------------------------- [THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment Pioneer Growth Russell 2000 Opportunities Fund Growth Index 6/00 10000 10000 12204 7666 6/02 9682 5749 8587 5789 6/04 11290 7615 12463 7941 6/06 13021 9100 14594 10631 6/08 11664 9479 9825 7124 6/10 11286 8404 Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. Class C shares held for less than one year are also subject to a 1% contingent deferred sales charge (CDSC). "If Held" results represent the percent change in net asset value per share. Returns would have been lower had sales charges been reflected. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Pioneer Growth Opportunities Fund was created through the reorganization of predecessor Safeco Growth Opportunities Fund on December 10, 2004. The performance shown for Class C shares of the Fund for periods prior to December 10, 2004, is based on the performance of the predecessor fund's Class C shares, which has been restated to reflect differences in any applicable sales charges (but not differences in expenses). This adjustment has the effect of reducing the previously reported performance of the predecessor fund. If all the expenses of the Fund were reflected, the performance shown would be lower. Performance results reflect any applicable expense waivers in effect during the periods shown. Without such waivers, Fund performance would be lower. Waivers may not be in effect for all funds and can be rescinded at any time. See the prospectus and financial statements for complete details. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. 12 Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 Performance Update | 6/30/10 Class R Shares Investment Returns - -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Pioneer Growth Opportunities Fund, compared to that of the Russell 2000 Growth Index. Average Annual Total Returns (As of June 30, 2010) - -------------------------------------------------------------------------------- If If Period Held Redeemed - -------------------------------------------------------------------------------- 10 Years 1.31% 1.31% 5 Years -1.99 -1.99 1 Year 15.58 15.58 - -------------------------------------------------------------------------------- Expense Ratio (Per prospectus dated May 1, 2010) - -------------------------------------------------------------------------------- Gross Net - -------------------------------------------------------------------------------- 1.58% 1.58% - -------------------------------------------------------------------------------- [THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment Pioneer Growth Russell 2000 Opportunities Fund Growth Index 6/00 10000 10000 12218 7666 6/02 9713 5749 8634 5789 6/04 11381 7615 12591 7941 6/06 13186 9100 14765 10631 6/08 11732 9479 9852 7124 6/10 11387 8404 Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. Performance for periods from December 10, 2004, to the inception of Class R shares on August 3, 2009, is based on the performance of the Fund's Class A shares, reduced to reflect the higher distribution and service fees for Class R shares. Class R shares are not subject to sales charges and are available for limited groups of eligible investors, including institutional investors. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Pioneer Growth Opportunities Fund was created through the reorganization of predecessor Safeco Growth Opportunities Fund on December 10, 2004. The performance shown for Class R shares for periods prior to December 10, 2004, is based on the performance of the predecessor fund's Class A shares, which has been restated to reflect any differences in any applicable sales charges. This adjustment has the effect of reducing the previously reported performance of predecessor fund. If all the expenses of the Fund were reflected, the performance shown would be lower. Performance results reflect any applicable expense waivers in effect during the periods shown. Without such waivers, Fund performance would be lower. Waivers may not be in effect for all funds and can be rescinded at any time. See the prospectus and financial statements for complete details. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 13 Performance Update | 6/30/10 Class Y Shares Investment Returns - -------------------------------------------------------------------------------- The mountain chart on the right shows the change in value of a $10,000 investment made in Pioneer Growth Opportunities Fund, compared to that of the Russell 2000 Growth Index. Average Annual Total Returns (As of June 30, 2010) - -------------------------------------------------------------------------------- If If Period Held Redeemed - -------------------------------------------------------------------------------- 10 Years 2.38% 2.38% 5 Years -0.39 -0.39 1 Year 16.66 16.66 - -------------------------------------------------------------------------------- Expense Ratio (Per prospectus dated May 1, 2010) - -------------------------------------------------------------------------------- Gross Net - -------------------------------------------------------------------------------- 0.77% 0.77% - -------------------------------------------------------------------------------- [THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL] Value of $10,000 Investment Pioneer Growth Russell 2000 Opportunities Fund Growth Index 6/00 10000 10000 12279 7666 6/02 9811 5749 8764 5789 6/04 11610 7615 12908 7941 6/06 13634 9100 15537 10631 6/08 12624 9479 10849 7124 6/10 12656 8404 Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. The performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. Performance shown for periods from December 10, 2004, to the inception of Class Y shares on September 23, 2005, reflects the NAV performance of the Fund's Class A shares. The performance does not reflect differences in expenses, including the Rule 12b-1 fees applicable to Class A shares. Since fees for Class A shares are generally higher than those of Class Y shares, the performance for Class Y shares prior to their inception would have been higher than that shown. Class Y shares are not subject to sales charges and are available for limited groups of eligible investors, including institutional investors. All results are historical and assume the reinvestment of dividends and capital gains. Other share classes are available for which performance and expenses will differ. Pioneer Growth Opportunities Fund was created through the reorganization of predecessor Safeco Growth Opportunities Fund on December 10, 2004. The performance for Class Y shares for periods prior to December 10, 2004, is based on the performance of the predecessor fund's Class A shares, which has been restated to reflect any differences in any applicable sales charges. This adjustment has the effect of reducing the previously reported performance of predecessor fund. If all the expenses of the Fund were reflected, the performance shown would be lower. Performance results reflect any applicable expense waivers in effect during the periods shown. Without such waivers, Fund performance would be lower. Waivers may not be in effect for all funds and can be rescinded at any time. See the prospectus and financial statements for complete details. The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. 14 Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 Comparing Ongoing Fund Expenses As a shareowner in the Fund, you incur two types of costs: (1) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses; and (2) transaction costs, including sales charges (loads) on purchase payments. This example is intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 at the beginning of the Fund's latest six-month period and held throughout the six months. Using the Tables - -------------------------------------------------------------------------------- Actual Expenses The first table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period as follows: (1) Divide your account value by $1,000 Example: an $8,600 account value [divided by] $1,000 = 8.6 (2) Multiply the result in (1) above by the corresponding share class's number in the third row under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. Expenses Paid on a $1,000 Investment in Pioneer Growth Opportunities Fund Based on actual returns from January 1, 2010, through June 30, 2010. - ------------------------------------------------------------------------------------------------------- Share Class A B C R Y - ------------------------------------------------------------------------------------------------------- Beginning Account $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 Value on 1/01/10 - ------------------------------------------------------------------------------------------------------- Ending Account $ 967.50 $ 962.20 $ 963.20 $ 965.80 $ 970.10 Value on 6/30/10 - ------------------------------------------------------------------------------------------------------- Expenses Paid $ 6.24 $ 11.68 $ 11.10 $ 8.19 $ 3.66 During Period* - ------------------------------------------------------------------------------------------------------- * Expenses are equal to the Fund's annualized expense ratio of 1.28%, 2.40%, 2.28%, 1.68% and 0.75% for Class A, Class B, Class C, Class R, and Class Y shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 15 Hypothetical Example for Comparison Purposes The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the tables are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) that are charged at the time of the transaction. Therefore, the table below is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher. Expenses Paid on a $1,000 Investment in Pioneer Growth Opportunities Fund Based on a hypothetical 5% return per year before expenses, reflecting the period from January 1, 2010, through June 30, 2010. - ------------------------------------------------------------------------------------------------------- Share Class A B C R Y - ------------------------------------------------------------------------------------------------------- Beginning Account $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 Value on 1/01/10 - ------------------------------------------------------------------------------------------------------- Ending Account $ 1,018.45 $ 1,012.89 $ 1,013.49 $ 1,016.46 $ 1,021.08 Value on 6/30/10 - ------------------------------------------------------------------------------------------------------- Expenses Paid $ 6.41 $ 11.98 $ 11.38 $ 8.40 $ 3.76 During Period* - ------------------------------------------------------------------------------------------------------- * Expenses are equal to the Fund's annualized expense ratio of 1.28%, 2.40%, 2.28%, 1.68% and 0.75% for Class A, Class B, Class C, Class R, and Class Y shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). 16 Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 Schedule of Investments | 6/30/10 (unaudited) - ------------------------------------------------------------------- Shares Value - ------------------------------------------------------------------- COMMON STOCKS -- 96.0% ENERGY -- 4.6% Oil & Gas Equipment & Services -- 2.6% 474,500 Exterran Holdings, Inc.*(b) $ 12,246,845 375,986 Newpark Resources, Inc.* 2,274,715 ------------ $ 14,521,560 - ------------------------------------------------------------------- Oil & Gas Exploration & Production -- 2.0% 111,700 Cabot Oil & Gas Corp. $ 3,498,444 174,659 Carrizo Oil & Gas, Inc.*(b) 2,712,454 96,300 Comstock Resources, Inc.* 2,669,436 32,700 Whiting Petroleum Corp.*(b) 2,564,334 ------------ $ 11,444,668 ------------ Total Energy $ 25,966,228 - ------------------------------------------------------------------- MATERIALS -- 1.4% Diversified Metals & Mining -- 1.1% 580,400 Globe Specialty Metals, Inc.* $ 5,995,532 - ------------------------------------------------------------------- Fertilizers & Agricultural Chemicals -- 0.3% 32,100 CF Industries Holdings, Inc.* $ 2,036,745 ------------ Total Materials $ 8,032,277 - ------------------------------------------------------------------- CAPITAL GOODS -- 10.1% Aerospace & Defense -- 4.8% 176,500 DigitalGlobe, Inc.* $ 4,641,950 394,900 Hexcel Corp.* 6,124,899 581,100 Orbital Sciences Corp.* 9,163,947 142,328 TransDigm Group, Inc.* 7,262,998 ------------ $ 27,193,794 - ------------------------------------------------------------------- Construction & Engineering -- 1.8% 223,800 KBR, Inc. (b) $ 4,552,092 342,731 MYR Group, Inc.*(b) 5,720,180 ------------ $ 10,272,272 - ------------------------------------------------------------------- Electrical Component & Equipment -- 1.2% 289,700 Polypore International, Inc.* $ 6,587,778 - ------------------------------------------------------------------- Industrial Machinery -- 1.3% 258,000 Altra Holdings, Inc.* $ 3,359,160 146,600 Kennametal, Inc. 3,728,038 ------------ $ 7,087,198 - ------------------------------------------------------------------- Trading Companies & Distributors -- 1.0% 439,400 Titan Machinery, Inc.*(b) $ 5,769,322 ------------ Total Capital Goods $ 56,910,364 - ------------------------------------------------------------------- The accompanying notes are an integral part of these financial statements. Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 17 Schedule of Investments | 6/30/10 (unaudited) (continued) - ------------------------------------------------------------------ Shares Value - ------------------------------------------------------------------ COMMERCIAL SERVICES & SUPPLIES -- 4.5% Diversified Support Services -- 2.3% 183,000 Copart, Inc.* $ 6,553,230 339,000 Healthcare Services Group, Inc. 6,424,050 ------------ $ 12,977,280 - ------------------------------------------------------------------ Office Services & Supplies -- 0.3% 118,500 Sykes Enterprises, Inc.* $ 1,686,255 - ------------------------------------------------------------------ Research & Consulting Services -- 1.9% 177,800 CoStar Group, Inc.*(b) $ 6,898,640 119,600 Verisk Analytics, Inc.* 3,576,040 ------------ $ 10,474,680 ------------ Total Commercial Services & Supplies $ 25,138,215 - ------------------------------------------------------------------ TRANSPORTATION -- 1.2% Air Freight & Couriers -- 0.6% 292,200 UTI Worldwide, Inc. (b) $ 3,617,436 - ------------------------------------------------------------------ Airlines -- 0.6% 74,800 Allegiant Travel Co. (b) $ 3,193,212 ------------ Total Transportation $ 6,810,648 - ------------------------------------------------------------------ CONSUMER DURABLES & APPAREL -- 2.6% Apparel, Accessories & Luxury Goods -- 0.8% 123,400 The Warnaco Group, Inc.* $ 4,459,676 - ------------------------------------------------------------------ Footwear -- 0.4% 93,000 Wolverine World Wide, Inc. $ 2,345,460 - ------------------------------------------------------------------ Housewares & Specialties -- 0.7% 99,300 Tupperware Brands Corp. $ 3,957,105 - ------------------------------------------------------------------ Leisure Products -- 0.7% 961,800 Leapfrog Enterprises, Inc.*(b) $ 3,866,436 ------------ Total Consumer Durables & Apparel $ 14,628,677 - ------------------------------------------------------------------ CONSUMER SERVICES -- 5.3% Casinos & Gaming -- 2.1% 505,700 Scientific Games Corp.* $ 4,652,440 175,100 WMS Industries, Inc.* 6,872,675 ------------ $ 11,525,115 - ------------------------------------------------------------------ Education Services -- 3.2% 107,600 American Public Education, Inc.* $ 4,702,120 334,235 Grand Canyon Education, Inc.*(b) 7,831,126 26,500 Strayer Education, Inc. (b) 5,509,085 ------------ $ 18,042,331 ------------ Total Consumer Services $ 29,567,446 - ------------------------------------------------------------------ The accompanying notes are an integral part of these financial statements. 18 Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 - ------------------------------------------------------------------------ Shares Value - ------------------------------------------------------------------------ MEDIA -- 0.9% Movies & Entertainment -- 0.9% 996,500 CKX, Inc.* $ 4,972,535 ------------ Total Media $ 4,972,535 - ------------------------------------------------------------------------ RETAILING -- 3.2% Apparel Retail -- 2.0% 199,900 Gymboree Corp.* $ 8,537,729 69,100 J. Crew Group, Inc.*(b) 2,543,571 ------------ $ 11,081,300 - ------------------------------------------------------------------------ Internet Retail -- 1.2% 928,900 Orbitz Worldwide, Inc.* $ 3,539,109 392,200 Vitacost.com, Inc.*(b) 3,525,878 ------------ $ 7,064,987 ------------ Total Retailing $ 18,146,287 - ------------------------------------------------------------------------ FOOD, BEVERAGE & TOBACCO -- 5.3% Packaged Foods & Meats -- 3.8% 108,522 American Italian Pasta Co.*(b) $ 5,737,558 740,200 Chiquita Brands International, Inc.*(b) 8,993,430 252,800 Green Mountain Coffee Roasters, Inc.*(b) 6,496,960 ------------ $ 21,227,948 - ------------------------------------------------------------------------ Soft Drinks -- 0.9% 1,119,900 Heckmann Corp.*(b) $ 5,196,336 - ------------------------------------------------------------------------ Tobacco -- 0.6% 884,959 Alliance One International, Inc.*(b) $ 3,150,454 ------------ Total Food, Beverage & Tobacco $ 29,574,738 - ------------------------------------------------------------------------ HEALTH CARE EQUIPMENT & SERVICES -- 16.0% Health Care Distributors -- 1.1% 119,900 Henry Schein, Inc.*(b) $ 6,582,510 - ------------------------------------------------------------------------ Health Care Equipment -- 5.1% 612,753 Abiomed, Inc.*(b) $ 5,931,449 185,306 ArthroCare Corp.*(b) 5,679,629 781,044 DexCom, Inc.*(b) 9,028,869 263,900 Insulet Corp.*(b) 3,971,695 320,300 MAKO Surgical Corp.* 3,987,735 ------------ $ 28,599,377 - ------------------------------------------------------------------------ Health Care Facilities -- 0.6% 101,300 Psychiatric Solutions, Inc.* $ 3,314,536 - ------------------------------------------------------------------------ Health Care Services -- 5.3% 206,993 Air Methods Corp.* $ 6,158,042 68,700 DaVita, Inc.* 4,289,628 105,000 HMS Holdings Corp.* 5,693,100 190,939 IPC The Hospitalist Co., Inc.*(b) 4,792,569 The accompanying notes are an integral part of these financial statements. Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 19 Schedule of Investments | 6/30/10 (unaudited) (continued) - --------------------------------------------------------------------- Shares Value - --------------------------------------------------------------------- Health Care Services -- (continued) 269,150 Lincare Holdings, Inc.*(b) $ 8,750,067 ------------ $ 29,683,406 - --------------------------------------------------------------------- Health Care Supplies -- 3.3% 326,800 AGA Medical Holdings Corp.*(b) $ 4,147,092 488,300 Endologix, Inc.* 2,211,999 146,700 Haemonetics Corp.* 7,851,384 164,100 Inverness Medical Innovations, Inc.*(b) 4,374,906 ------------ $ 18,585,381 - --------------------------------------------------------------------- Health Care Technology -- 0.6% 148,700 MedAssets, Inc.* $ 3,431,996 ------------ Total Health Care Equipment & Services $ 90,197,206 - --------------------------------------------------------------------- PHARMACEUTICALS & BIOTECHNOLOGY -- 7.9% Biotechnology -- 5.0% 217,700 Advanced Magnetics, Inc.*(b) $ 7,477,995 91,600 Alexion Pharmaceuticals, Inc.* 4,689,004 286,900 BioMarin Pharmaceutical, Inc.*(b) 5,439,624 394,600 Cubist Pharmaceuticals, Inc.*(b) 8,128,760 148,000 Myriad Genetics, Inc.* 2,212,600 ------------ $ 27,947,983 - --------------------------------------------------------------------- Life Sciences Tools & Services -- 1.0% 248,000 Parexel International Corp.*(b) $ 5,376,640 - --------------------------------------------------------------------- Pharmaceuticals -- 1.9% 165,411 Ardea Biosciences, Inc.*(b) $ 3,400,850 918,110 Cardiome Pharma Corp.*(b) 7,482,597 ------------ $ 10,883,447 ------------ Total Pharmaceuticals & Biotechnology $ 44,208,070 - --------------------------------------------------------------------- BANKS -- 1.5% Regional Banks -- 1.5% 233,382 Home Bancshares, Inc. $ 5,323,443 143,288 Orrstown Financial Services, Inc. (b) 3,170,963 ------------ $ 8,494,406 ------------ Total Banks $ 8,494,406 - --------------------------------------------------------------------- DIVERSIFIED FINANCIALS -- 2.0% Consumer Finance -- 0.8% 238,398 Ezcorp, Inc.* $ 4,422,283 - --------------------------------------------------------------------- Investment Banking & Brokerage -- 0.6% 278,570 E*Trade Financial Corp.* $ 3,292,697 - --------------------------------------------------------------------- Specialized Finance -- 0.6% 134,900 MSCI, Inc.* $ 3,696,260 ------------ Total Diversified Financials $ 11,411,240 - --------------------------------------------------------------------- The accompanying notes are an integral part of these financial statements. 20 Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 - --------------------------------------------------------------------- Shares Value - --------------------------------------------------------------------- INSURANCE -- 1.0% Property & Casualty Insurance -- 1.0% 187,400 Axis Capital Holdings, Ltd. $ 5,569,528 ------------ Total Insurance $ 5,569,528 - --------------------------------------------------------------------- REAL ESTATE -- 0.8% Real Estate Services -- 0.8% 188,100 Altisource Portfolio Solutions SA* $ 4,749,525 ------------ Total Real Estate $ 4,749,525 - --------------------------------------------------------------------- SOFTWARE & SERVICES -- 17.2% Application Software -- 9.6% 427,533 Aspen Technology, Inc.* $ 4,655,834 89,800 Blackboard, Inc.*(b) 3,352,234 299,600 Bottomline Technologies, Inc.* 3,903,788 99,152 Concur Technologies, Inc.*(b) 4,231,807 228,400 Informatica Corp.* 5,454,192 415,000 Nuance Communications, Inc.*(b) 6,204,250 375,975 Solarwinds, Inc.*(b) 6,030,639 157,900 Solera Holdings, Inc. 5,715,980 119,233 The Ultimate Software Group, Inc.*(b) 3,917,996 413,349 TIBCO Software, Inc.* 4,984,989 786,873 TiVo, Inc.*(b) 5,807,123 ------------ $ 54,258,832 - --------------------------------------------------------------------- Data Processing & Outsourced Services -- 0.3% 123,491 SPS Commerce, Inc.* $ 1,434,965 - --------------------------------------------------------------------- Internet Software & Services -- 4.1% 226,900 Archipelago Learning, Inc.* $ 2,593,467 1,037,100 Art Technology Group, Inc.* 3,546,882 215,722 Dealertrack Holdings, Inc.* 3,548,627 440,600 Dice Holdings, Inc.* 3,048,952 199,800 LogMeIn, Inc.* 5,240,754 104,400 VistaPrint NV*(b) 4,957,956 ------------ $ 22,936,638 - --------------------------------------------------------------------- IT Consulting & Other Services -- 2.3% 226,800 Gartner Group, Inc.* $ 5,273,100 785,600 Sapient Corp. (b) 7,965,984 ------------ $ 13,239,084 - --------------------------------------------------------------------- Systems Software -- 0.9% 500,404 DemandTec, Inc.*(b) $ 3,377,727 107,300 Fortinet, Inc.*(b) 1,764,012 ------------ $ 5,141,739 ------------ Total Software & Services $ 97,011,258 - --------------------------------------------------------------------- The accompanying notes are an integral part of these financial statements. Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 21 Schedule of Investments | 6/30/10 (unaudited) (continued) - ------------------------------------------------------------------------- Shares Value - ------------------------------------------------------------------------- TECHNOLOGY HARDWARE & EQUIPMENT -- 4.7% Communications Equipment -- 2.6% 1,083,400 Brocade Communications Systems, Inc.* $ 5,590,344 286,147 Finisar Corp.*(b) 4,263,590 159,300 Polycom, Inc.* 4,745,547 ------------ $ 14,599,481 - ------------------------------------------------------------------------- Electronic Equipment & Instruments -- 1.4% 261,200 Flir Systems, Inc.* $ 7,598,308 - ------------------------------------------------------------------------- Electronic Manufacturing Services -- 0.7% 430,800 TTM Technologies, Inc.*(b) $ 4,092,600 ------------ Total Technology Hardware & Equipment $ 26,290,389 - ------------------------------------------------------------------------- SEMICONDUCTORS -- 3.6% 1,059,800 Anadigics, Inc.* $ 4,620,728 148,700 Hittite Microwave Corp.* 6,652,838 280,500 Microsemi Corp.* 4,103,715 180,469 Netlogic Microsystems, Inc.*(b) 4,908,757 ------------ $ 20,286,038 ------------ Total Semiconductors $ 20,286,038 - ------------------------------------------------------------------------- TELECOMMUNICATION SERVICES -- 0.6% Alternative Carriers -- 0.6% 499,600 Premiere Global Services, Inc.* $ 3,167,464 ------------ Total Telecommunication Services $ 3,167,464 - ------------------------------------------------------------------------- UTILITIES -- 1.6% Independent Power Producer & Energy Traders -- 1.6% 710,000 Calpine Corp.* $ 9,034,752 ------------ Total Utilities $ 9,034,752 - ------------------------------------------------------------------------- TOTAL COMMON STOCKS (Cost $496,266,949) $540,167,291 - ------------------------------------------------------------------------- - ------------------------------------------------------------------------- Principal Amount ($) - ------------------------------------------------------------------------- TEMPORARY CASH INVESTMENTS -- 25.0% Securities Lending Collateral -- 25.0% (c) Certificates of Deposit: 4,079,416 Bank of Nova Scotia, 0.47%, 9/7/10 $ 4,079,416 4,079,416 Barclays, 0.30%, 7/23/10 4,079,416 4,487,357 CBA Financial, 0.56%, 1/3/11 4,487,357 4,079,416 Deutschebank, 0.30%, 7/19/10 4,079,416 2,447,649 DnB NOR Bank ASA NY, 0.49%, 8/26/10 2,447,649 4,079,421 Rabobank Nederland NY, 0.23%, 7/6/10 4,079,421 The accompanying notes are an integral part of these financial statements. 22 Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 - ------------------------------------------------------------------------------ Principal Amount ($) Value - ------------------------------------------------------------------------------ Certificates of Deposit -- (continued): 4,079,416 Royal Bank of Canada, 0.26%, 1/21/11 $ 4,079,416 4,079,416 Svenska NY, 0.265%, 7/19/10 4,079,416 ------------ $ 31,411,507 - ------------------------------------------------------------------------------ Commercial Paper: 2,447,649 American Honda Finance, 0.38%, 5/4/11 $ 2,447,649 1,631,766 American Honda Finance, 0.38%, 4/15/11 1,631,766 539,690 Caterpillar Financial Services, 0.47%, 8/20/10 539,690 4,080,176 Federal Home Loan Bank, 0.31%, 6/1/11 4,080,176 1,631,538 NABPP, 0.28%, 7/19/10 1,631,538 2,038,802 PARFIN, 0.39%, 8/11/10 2,038,802 4,079,257 SOCNAM, 0.28%, 7/6/10 4,079,257 3,261,322 CHARF, 0.46%, 8/23/10 3,261,322 2,445,752 CLIPPR, 0.45%, 9/1/10 2,445,752 1,697,910 FAIRPP, 0.50%, 8/16/10 1,697,910 2,038,066 FASCO, 0.46%, 9/2/10 2,038,066 1,874,889 FASCO, 0.45%, 9/9/10 1,874,889 2,855,467 SRCPP, 0.26%, 7/7/10 2,855,467 2,862,263 STRAIT, 0.43%, 8/23/10 2,862,263 1,968,036 TBLLC, 0.40%, 8/9/10 1,968,036 4,078,594 Varfun, 0.29%, 7/26/10 4,078,594 3,688,255 CME, Inc., 1.00%, 8/6/10 3,688,255 1,224,058 GE Capital Corp., 0.64%, 8/20/10 1,224,058 441,578 GE Capital Corp., 0.40%, 10/21/10 441,578 444,626 GE Capital Corp., 0.35%, 10/6/10 444,626 2,039,499 GE, 0.37%, 1/26/11 2,039,499 407,590 GE Capital Corp., 0.33%, 6/6/11 407,590 454,868 John Deere Capital Corp., 0.32%, 7/16/10 454,868 3,449,732 JPMorgan Chase & Co., 0.57%, 9/24/10 3,449,732 4,624,901 Santander, 0.30%, 7/23/10 4,624,901 4,079,416 Toyota Motor Credit Corp., 0.35%, 1/10/11 4,079,416 2,447,794 Wachovia, 0.64%, 3/22/11 2,447,794 1,142,358 Wal-Mart Stores, Inc., 0.22%, 7/1/10 1,142,358 1,631,492 WFC, 0.60%, 12/2/10 1,631,492 4,079,416 WSTPAC, 0.39%, 11/5/10 4,079,416 ------------ $ 69,686,760 - ------------------------------------------------------------------------------ Tri-party Repurchase Agreements: 5,118,035 Barclays, 0.1%, 7/1/10 $ 5,118,035 10,198,535 Deutsche Bank, 0.3%, 7/1/10 10,198,535 12,238,247 RBS Securities, Inc., 0.5%, 7/1/10 12,238,247 ------------ $ 27,554,817 - ------------------------------------------------------------------------------ The accompanying notes are an integral part of these financial statements. Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 23 Schedule of Investments | 6/30/10 (unaudited) (continued) - ------------------------------------------------------------------------ Shares Value - ------------------------------------------------------------------------ Money Market Mutual Funds 6,119,123 Blackrock Liquidity Temp Cash Fund $ 6,119,123 6,119,123 Dreyfus Preferred Money Market Fund 6,119,123 ------------- $ 12,238,246 ------------- Total Securities Lending Collateral $ 140,891,330 - ------------------------------------------------------------------------ TOTAL TEMPORARY CASH INVESTMENTS (Cost $140,891,330) $ 140,891,330 - ------------------------------------------------------------------------ TOTAL INVESTMENT IN SECURITIES -- 121.0% (Cost $637,158,279) (a) $ 681,058,621 - ------------------------------------------------------------------------ OTHER ASSETS AND LIABILITIES -- (21.0)% $(118,172,693) - ------------------------------------------------------------------------ TOTAL NET ASSETS -- 100.0% $ 562,885,928 ======================================================================== * Non-income producing security. (a) At June 30, 2010, the net unrealized gain on investments based on cost for federal income tax purposes of $643,321,869 was as follows: Aggregate gross unrealized gain for all investments in which there is an excess of value over tax cost $67,923,637 Aggregate gross unrealized loss for all investments in which there is an excess of tax cost over value (30,186,885) ----------- Net unrealized gain $37,736,752 =========== (b) At June 30, 2010, the following securities were out on loan: - --------------------------------------------------------------------- Shares Security Value - --------------------------------------------------------------------- 606,600 Abiomed, Inc.* $ 5,871,888 310,300 AGA Medical Holdings Corp.* 3,937,707 74,000 Allegiant Travel Co. 3,159,060 76,500 Alliance One International, Inc.* 272,340 177,000 Advanced Magnetics, Inc.* 6,079,950 7,500 American Italian Pasta Co.* 396,525 64,300 Ardea Biosciences, Inc.* 1,322,008 70,000 ArthroCare Corp.* 2,145,500 273,800 BioMarin Pharmaceutical, Inc.* 5,191,248 87,000 Blackboard, Inc.* 3,247,710 295,800 Cardiome Pharma Corp.* 2,410,770 58,400 Carrizo Oil & Gas, Inc.* 906,952 372,800 Chiquita Brands International, Inc.* 4,529,520 99,100 Concur Technologies, Inc.* 4,229,588 174,200 CoStar Group, Inc.* 6,758,960 1,600 Cubist Pharmaceuticals, Inc.* 32,960 The accompanying notes are an integral part of these financial statements. 24 Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 - ---------------------------------------------------------------------- Shares Security Value - ---------------------------------------------------------------------- 454,200 DemandTec, Inc.* $ 3,065,850 297,100 DexCom, Inc.* 3,434,476 469,600 Exterran Holdings, Inc.* 12,120,376 283,100 Finisar Corp.* 4,218,190 9,600 Fortinet, Inc.* 157,824 176,600 Grand Canyon Education, Inc.* 4,137,738 116,700 Green Mountain Coffee Roasters, Inc.* 2,999,190 571,000 Heckmann Corp.* 2,649,440 252,700 Insulet Corp.* 3,803,135 6,800 Inverness Medical Innovations, Inc.* 181,288 48,200 IPC The Hospitalist Co., Inc.* 1,209,820 38,300 J. Crew Group, Inc.* 1,409,823 80,700 KBR, Inc. 1,641,438 64,600 Leapfrog Enterprises, Inc.* 259,692 154,985 Lincare Holdings, Inc.* 5,038,563 3,300 MYR Group, Inc.* 55,077 72,300 Netlogic Microsystems, Inc.* 1,966,560 120,500 Nuance Communications, Inc.* 1,801,475 102,600 Orrstown Financial Services, Inc. 2,270,538 5,300 Parexel International Corp.* 114,904 237,400 Sapient Corp. 2,407,236 82,600 Henry Schein, Inc.* 4,534,740 313,800 Solarwinds, Inc.* 5,033,352 26,000 Strayer Education, Inc. 5,405,140 372,500 Titan Machinery, Inc.* 4,890,925 23,900 TiVo, Inc.* 176,382 10,900 TTM Technologies, Inc.* 103,550 34,800 The Ultimate Software Group, Inc.* 1,143,528 100,000 UTI Worldwide, Inc. 1,238,000 99,200 VistaPrint NV* 4,711,008 300,000 Vitacost.com, Inc.* 2,697,000 7,600 Whiting Petroleum Corp.* 595,992 - ---------------------------------------------------------------------- Total $135,964,935 ====================================================================== The accompanying notes are an integral part of these financial statements. Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 25 Schedule of Investments | 6/30/10 (unaudited) (continued) (c) Securities lending collateral is managed by Credit Suisse AG, New York Branch. Purchases and sales of securities (excluding temporary cash investments) for the six months ended June 30, 2010 aggregated $338,327,603 and $423,892,748, respectively. Various inputs are used in determining the value of the Fund's investments. These inputs are summarized in the three broad levels listed below. Highest priority is given to Level 1 inputs and lowest priority is given to Level 3. Level 1 -- quoted prices in active markets for identical securities Level 2 -- other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.) Level 3 -- significant unobservable inputs (including the Fund's own assumptions in determining fair value of investments) The following is a summary of the inputs used as of June 30, 2010, in valuing the Fund's assets: - ---------------------------------------------------------------------------------------------- Level 1 Level 2 Level 3 Total - ---------------------------------------------------------------------------------------------- Common Stocks $540,167,291 $ -- $ -- $540,167,291 Temporary Cash Investments -- 128,633,084 -- 128,653,084 Money Market Mutual Funds 12,238,246 -- -- 12,238,246 - ---------------------------------------------------------------------------------------------- Total $552,405,537 $128,633,084 $ -- $681,058,621 ============================================================================================== The accompanying notes are an integral part of these financial statements. 26 Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 Statement of Assets and Liabilities | 6/30/10 (unaudited) ASSETS: Investment in securities (including securities loaned of $135,964,935) (cost $637,158,279) $681,058,621 Cash 7,534,702 Receivables -- Investment securities sold 16,946,052 Fund shares sold 222,026 Dividends 103,426 Other 50,209 - ---------------------------------------------------------------------------------------- Total assets $705,915,036 - ---------------------------------------------------------------------------------------- LIABILITIES: Payables -- Investment securities purchased $ 1,460,725 Fund shares repurchased 408,729 Upon return of securities loaned 140,891,330 Due to affiliates 215,410 Accrued expenses 52,914 - ---------------------------------------------------------------------------------------- Total liabilities $143,029,108 - ---------------------------------------------------------------------------------------- NET ASSETS: Paid-in capital $754,499,906 Accumulated net investment loss (3,125,501) Accumulated net realized loss on investments (232,388,819) Net unrealized gain on investments 43,900,342 - ---------------------------------------------------------------------------------------- Total net assets $562,885,928 ======================================================================================== NET ASSET VALUE PER SHARE: (No par value, unlimited number of shares authorized) Class A (based on $430,730,121/19,512,575 shares) $ 22.07 Class B (based on $29,993,212/1,590,135 shares) $ 18.86 Class C (based on $44,131,336/2,313,010 shares) $ 19.08 Class R (based on $9,805,229/445,302 shares) $ 22.02 Class Y (based on $48,226,030/2,125,048 shares) $ 22.69 MAXIMUM OFFERING PRICE: Class A ($22.07[divided by]94.25%) $ 23.42 ======================================================================================== The accompanying notes are an integral part of these financial statements. Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 27 Statement of Operations (unaudited) For the Six Months Ended 6/30/10 INVESTMENT INCOME: Dividends $ 993,318 Interest and other income 37,209 Income from securities loaned, net 169,774 - --------------------------------------------------------------------------------------- Total investment income $ 1,200,301 - --------------------------------------------------------------------------------------- EXPENSES: Management fees $2,044,191 Transfer agent fees Class A 481,849 Class B 100,075 Class C 48,825 Class R 3,877 Class Y 2,029 Distribution fees Class A 586,240 Class B 186,279 Class C 244,669 Class R 26,739 Shareholder communications expense 310,194 Administrative reimbursements 94,798 Custodian fees 17,248 Registration fees 40,439 Professional fees 66,026 Printing expense 33,998 Fees and expenses of nonaffiliated trustees 9,590 Miscellaneous 28,736 - --------------------------------------------------------------------------------------- Total expenses $ 4,325,802 - --------------------------------------------------------------------------------------- Net expenses $ 4,325,802 - --------------------------------------------------------------------------------------- Net investment loss $ (3,125,501) - --------------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain on investments $ 51,753,374 - --------------------------------------------------------------------------------------- Change in net unrealized gain on investments $(65,878,203) - --------------------------------------------------------------------------------------- Net loss on investments $(14,124,829) - --------------------------------------------------------------------------------------- Net decrease in net assets resulting from operations $(17,250,330) ======================================================================================= The accompanying notes are an integral part of these financial statements. 28 Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 Statement of Changes in Net Assets For the Six Months Ended 6/30/10 and the Year Ended 12/31/09, respectively - ------------------------------------------------------------------------------------------------ Six Months Ended 6/30/10 Year Ended (unaudited) 12/31/09 - ------------------------------------------------------------------------------------------------ FROM OPERATIONS: Net investment loss $ (3,125,501) $ (1,892,735) Net realized gain (loss) on investments 51,753,374 (3,524,564) Change in net unrealized gain (loss) on investments (65,878,203) 122,119,969 - ------------------------------------------------------------------------------------------------ Net increase (decrease) in net assets resulting from operations $(17,250,330) $116,702,670 - ------------------------------------------------------------------------------------------------ FROM FUND SHARE TRANSACTIONS: Net proceeds from sale of shares $ 32,522,399 $ 26,185,688 Shares issued in reorganization -- 384,615,214 Cost of shares repurchased (99,744,680) (95,667,556) - ------------------------------------------------------------------------------------------------ Net increase (decrease) in net assets resulting from Fund share transactions $(67,222,281) $315,133,346 - ------------------------------------------------------------------------------------------------ Net increase (decrease) in net assets $(84,472,611) $431,836,016 NET ASSETS: Beginning of period 647,358,539 215,522,523 - ------------------------------------------------------------------------------------------------ End of period $562,885,928 $647,358,539 - ------------------------------------------------------------------------------------------------ Accumulated net investment loss $ (3,125,501) $ -- - ------------------------------------------------------------------------------------------------ The accompanying notes are an integral part of these financial statements. Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 29 Statement of Changes in Net Assets (continued) - -------------------------------------------------------------------------------------------------------- '10 Shares '10 Amount '09 Shares '09 Amount (unaudited) (unaudited) - -------------------------------------------------------------------------------------------------------- Class A Shares sold 978,086 $ 23,615,946 896,454 $ 18,157,940 Shares issued in reorganization -- -- 10,825,861 228,425,673 Less shares repurchased (1,800,327) (42,479,184) (2,134,952) (42,790,352) - -------------------------------------------------------------------------------------------------------- Net increase (decrease) (822,241) $(18,863,238) 9,587,363 $203,793,261 ======================================================================================================== Class B Shares sold 67,498 $ 1,400,503 92,304 $ 1,649,214 Shares issued in reorganization -- -- 2,212,262 40,263,167 Less shares repurchased (568,845) (11,571,594) (295,984) (5,485,978) - -------------------------------------------------------------------------------------------------------- Net increase (decrease) (501,347) $(10,171,091) 2,008,582 $ 36,426,403 ======================================================================================================== Class C Shares sold 160,253 $ 3,340,738 167,011 $ 3,082,984 Shares issued in reorganization -- -- 2,627,567 48,320,960 Less shares repurchased (366,414) (7,546,978) (325,032) (6,147,991) - -------------------------------------------------------------------------------------------------------- Net increase (decrease) (206,161) $ (4,206,240) 2,469,546 $ 45,255,953 ======================================================================================================== Class R (a) Shares sold 94,064 $ 2,233,706 53,300 $ 1,167,112 Shares issued in reorganization -- -- 459,269 9,690,575 Less shares repurchased (110,021) (2,589,657) (51,310) (1,125,982) - -------------------------------------------------------------------------------------------------------- Net increase (decrease) (15,957) $ (355,951) 461,259 $ 9,731,705 ======================================================================================================== Class Y Shares sold 78,961 $ 1,931,506 104,241 $ 2,128,438 Shares issued in reorganization -- -- 2,682,484 57,914,839 Less shares repurchased (1,461,996) (35,557,267) (1,877,580) (40,117,253) - -------------------------------------------------------------------------------------------------------- Net increase (decrease) (1,383,035) $(33,625,761) 909,145 $ 19,926,024 ======================================================================================================== (a) Class R shares commenced operations on August 3, 2009. The accompanying notes are an integral part of these financial statements. 30 Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 Financial Highlights - ------------------------------------------------------------------------------------------------------------------------------------ Six Months Ended Year Year Year Year Year 6/30/10 Ended Ended Ended Ended Ended (unaudited) 12/31/09 12/31/08 12/31/07 12/31/06 12/31/05 - ----------------------------------------------------------------------------------------------------------------------------------- Class A Net asset value, beginning of period $ 22.81 $ 15.95 $ 25.24 $ 28.81 $ 31.16 $ 29.80 - ----------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) from investment operations: Net investment loss $ (0.11) $ (0.07) $ (0.07) $ (0.20) $ (0.02) $ (0.12) Net realized and unrealized gain (loss) on investments (0.63) 6.93 (8.91) (1.01) 1.45 1.48 - ----------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) from investment operations $ (0.74) $ 6.86 $ (8.98) $ (1.21) $ 1.43 $ 1.36 Distributions to shareowners: Net realized gain -- -- (0.31) (2.36) (3.78) -- - ----------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in net asset value $ (0.74) $ 6.86 $ (9.29) $ (3.57) $ (2.35) $ 1.36 - ----------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 22.07 $ 22.81 $ 15.95 $ 25.24 $ 28.81 $ 31.16 =================================================================================================================================== Total return* (3.25)% 43.01% (35.39)% (3.90)% 4.78% 4.56% Ratio of net expenses to average net assets+ 1.28%** 1.35% 1.28% 1.17% 1.28% 1.26% Ratio of net investment loss to average net assets+ (0.89)%** (0.53)% (0.29)% (0.65)% (0.39)% (0.56)% Portfolio turnover rate 111%** 140% 221% 104% 99% 83% Net assets, end of period (in thousands) $430,730 $463,880 $171,415 $339,870 $428,128 $ 53,000 Ratios with no waiver of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Net expenses 1.28%** 1.35% 1.28% 1.17% 1.28% 1.26% Net investment loss (0.89)%** (0.53)% (0.29)% (0.65)% (0.39)% (0.56)% Ratios with waiver of fees and assumption of expenses by the Adviser and reduction for fees paid indirectly: Net expenses 1.28%** 1.35% 1.28% 1.16% 1.28% 1.26% Net investment loss (0.89)%** (0.53)% (0.28)% (0.64)% (0.39)% (0.56)% =================================================================================================================================== * 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. + Ratios with no reduction for fees paid indirectly. The accompanying notes are an integral part of these financial statements. Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 31 Financial Highlights (continued) - ------------------------------------------------------------------------------------------------------------------------------------ Six Months Ended Year Year Year Year Year 6/30/10 Ended Ended Ended Ended Ended (unaudited) 12/31/09 12/31/08 12/31/07 12/31/06 12/31/05 - ------------------------------------------------------------------------------------------------------------------------------------ Class B Net asset value, beginning of period $ 19.60 $ 13.90 $ 22.42 $ 26.19 $ 28.94 $ 27.94 - ------------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) from investment operations: Net investment loss $ (0.24) $ (0.11) $ (0.39) $ (0.48) $ (0.48) $ (0.16) Net realized and unrealized gain (loss) on investments (0.50) 5.81 (7.82) (0.93) 1.51 1.16 - ------------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) from investment operations $ (0.74) $ 5.70 $ (8.21) $ (1.41) $ 1.03 $ 1.00 Distributions to shareowners: Net realized gain -- -- (0.31) (2.36) (3.78) -- - ------------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net asset value $ (0.74) $ 5.70 $ (8.52) $ (3.77) $ (2.75) $ 1.00 - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, end of period $ 18.86 $ 19.60 $ 13.90 $ 22.42 $ 26.19 $ 28.94 ==================================================================================================================================== Total return* (3.78)% 41.01% (36.41)% (5.06)% 3.74% 3.58% Ratio of net expenses to average net assets+ 2.40%** 2.58% 2.84% 2.40% 2.40% 2.37% Ratio of net investment loss to average net assets+ (2.02)%** (1.54)% (1.86)% (1.88)% (1.67)% (1.72)% Portfolio turnover rate 111%** 140% 221% 104% 99% 83% Net assets, end of period (in thousands) $29,993 $40,989 $ 1,153 $ 2,385 $ 3,145 $ 3,503 Ratios with no waiver of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Net expenses 2.40%** 2.58% 2.84% 2.40% 2.40% 2.37% Net investment loss (2.02)%** (1.54)% (1.86)% (1.88)% (1.67)% (1.72)% Ratios with waiver of fees and assumption of expenses by the Adviser and reduction for fees paid indirectly: Net expenses 2.40%** 2.58% 2.82% 2.37% 2.38% 2.37% Net investment loss (2.02)%** (1.54)% (1.84)% (1.85)% (1.65)% (1.71)% ==================================================================================================================================== * 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. + Ratios with no reduction for fees paid indirectly. The accompanying notes are an integral part of these financial statements. 32 Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 - ------------------------------------------------------------------------------------------------------------------------------------ Six Months Ended Year Year Year Year Year 6/30/10 Ended Ended Ended Ended Ended (unaudited) 12/31/09 12/31/08 12/31/07 12/31/06 12/31/05 - ------------------------------------------------------------------------------------------------------------------------------------ Class C Net asset value, beginning of period $ 19.81 $ 14.02 $ 22.57 $ 26.32 $ 29.01 $ 27.94 - ------------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) from investment operations: Net investment loss $ (0.20) $ (0.09) $ (0.27) $ (0.46) $ (0.36) $ (0.16) Net realized and unrealized gain (loss) on investments (0.53) 5.88 (7.97) (0.93) 1.45 1.23 - ------------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) from investment operations $ (0.73) $ 5.79 $ (8.24) $ (1.38) $ 1.09 $ 1.07 Distributions to shareowners: Net realized gain -- -- (0.31) (2.36) (3.78) -- Redemption fees -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net asset value $ (0.73) $ 5.79 $ (8.55) $ (3.75) $ (2.69) $ 1.07 - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, end of period $ 19.08 $ 19.81 $ 14.02 $ 22.57 $ 26.32 $ 29.01 ==================================================================================================================================== Total return* (3.68)% 41.30% (36.30)% (4.96)% 3.93% 3.83% Ratio of net expenses to average net assets+ 2.28%** 2.39% 2.65% 2.22% 2.27% 2.02% Ratio of net investment loss to average net assets+ (1.90)%** (1.33)% (1.64)% (1.70)% (1.52)% (1.36)% Portfolio turnover rate 111%** 140% 221% 104% 99% 83% Net assets, end of period (in thousands) $44,131 $49,914 $ 696 $ 1,042 $ 1,381 $ 887 Ratios with no waiver of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Net expenses 2.28%** 2.39% 2.65% 2.22% 2.27% 2.02% Net investment loss (1.90)%** (1.33)% (1.64)% (1.70)% (1.52)% (1.36)% Ratios with waiver of fees and assumption of expenses by the Adviser and reduction for fees paid indirectly: Net expenses 2.28%** 2.39% 2.64% 2.20% 2.26% 2.02% Net investment loss (1.90)%** (1.33)% (1.63)% (1.68)% (1.51)% (1.36)% ==================================================================================================================================== * 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. + Ratios with no reduction for fees paid indirectly. The accompanying notes are an integral part of these financial statements. Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 33 Financial Highlights (continued) - ----------------------------------------------------------------------------------------------- Six Months Ended 6/30/10 8/3/09 to (unaudited) 12/31/09 (a) - ----------------------------------------------------------------------------------------------- Class R Net asset value, beginning of period $ 22.80 $ 20.45 - ----------------------------------------------------------------------------------------------- Increase (decrease) from investment operations: Net investment loss $ (0.16) $ (0.04) Net realized and unrealized gain (loss) on investments (0.62) 2.39 - ----------------------------------------------------------------------------------------------- Net decrease from investment operations $ (0.78) $ 2.35 - ----------------------------------------------------------------------------------------------- Net decrease in net asset value $ (0.78) $ 2.35 - ----------------------------------------------------------------------------------------------- Net asset value, end of period $ 22.02 $ 22.80 =============================================================================================== Total return* (3.42)% 11.49%(b) Ratio of net expenses to average net assets+ 1.68%** 1.58%* * Ratio of net investment income to average net assets+ (1.30)%** (0.49)%** Portfolio turnover rate 111%** 140%** Net assets, end of period (in thousands) $ 9,805 $ 10,515 Ratios with reduction for fees paid indirectly: Net expenses 1.68%** 1.58%* * Net investment loss (1.30)%** (0.49)%** =============================================================================================== (a) Class R shares were first publicly offered on August 3, 2009. (b) Not annualized. * Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions, and the complete redemption of the investment at net asset value at each end of each period. ** Annualized. + Ratio with no reduction for fees paid indirectly. The accompanying notes are an integral part of these financial statements. 34 Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 - ------------------------------------------------------------------------------------------------------------------------------------ Six Months Ended Year Year Year Year 9/23/05 6/30/10 Ended Ended Ended Ended to (unaudited) 12/31/09 12/31/08 12/31/07 12/31/06 12/31/05 (a) - ------------------------------------------------------------------------------------------------------------------------------------ Class Y Net asset value, beginning of period $ 23.39 $ 16.26 $ 25.59 $ 29.05 $ 31.19 $ 30.48 - ------------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) from investment operations: Net investment gain (loss) $ (0.06) $ 0.01(c) $ 0.05 $ (0.06) $ 0.01 $ (0.01) Net realized and unrealized gain (loss) on investments (0.64) 7.12 (9.07) (1.04) 1.63 0.72 - ------------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) from investment operations $ (0.70) $ 7.13 $ (9.02) $ (1.10) $ 1.64 $ 0.71 Distributions to shareowners: Net realized gain -- -- (0.31) (2.36) (3.78) -- - ------------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net asset value $ (0.70) $ 7.13 $ (9.33) $ (3.46) $ (2.14) $ 0.71 - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, end of period $ 22.69 $ 23.39 $ 16.26 $ 25.59 $ 29.05 $ 31.19 ==================================================================================================================================== Total return* (2.99)% 43.85% (35.06)% (3.48)% 5.46% 4.66%(b) Ratio of net expenses to average net assets+ 0.75%** 0.77% 0.79% 0.71% 0.72% 0.78%** Ratio of net investment income (loss) to average net assets+ (0.38)%** (0.04)% 0.23% (0.19)% 0.00% (0.15)%** Portfolio turnover rate 111%** 140% 221% 104% 99% 83% Net assets, end of period (in thousands) $ 48,226 $ 82,061 $ 42,259 $75,001 $139,415 $ 215,755 Ratios with waiver of fees and assumption of expenses by the Adviser and reduction for fees paid indirectly: Net expenses 0.75%** 0.77% 0.79% 0.71% 0.70% 0.77%** Net investment income (loss) ( 0.38)%** 0.04% 0.23% (0.19)% 0.02% (0.14)%** ==================================================================================================================================== * Assumes initial investment at net asset value at the beginning of each period, reinvestment of all distributions and the complete redemption of the investment at net asset value at the end of each period. ** Annualized. + Ratios with no reduction for fees paid indirectly. (a) Class Y shares were first offered September 23, 2005. (b) Not annualized. (c) The amount shown for share outstanding does not correspond with the net investment loss on the Statement of Operations for the period due to the timing of sales and repurchases of shares. The accompanying notes are an integral part of these financial statements. Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 35 Notes to Financial Statements | 6/30/10 (unaudited) 1. Organization and Significant Accounting Policies Pioneer Growth Opportunities Fund (the Fund) is one of three series comprising Pioneer Series Trust II, a Delaware statutory trust. The Fund is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. The investment objective of the Fund is growth of capital. The Fund offers four classes of shares designated as Class A, Class C, Class R, and Class Y shares. Class R shares were first publicly offered on August 3, 2009. Class Y shares were first publicly offered on September 23, 2005. Effective as of the close of business on December 31, 2009, Class B shares are no longer offered to new or existing shareholders, except that dividends and/or capital gain distributions may continue to be reinvested in Class B shares, and shareholders may exchange their Class B shares for Class B shares of other Pioneer funds, as permitted by existing exchange privileges. Each class of shares represents an interest in the same portfolio of investments of the Fund and has identical rights (based on relative net asset values) to assets and liquidation proceeds. Share classes can bear different rates of class-specific fees and expenses such as transfer agent and distribution fees. Differences in class-specific fees and expenses will result in differences in net investment income and, therefore, the payment of different dividends from net investment income earned by each class. The Amended and Restated Declaration of Trust of the Fund gives the Board the flexibility to specify either per share voting or dollar-weighted voting when submitting matters for shareholder approval. Under per share voting, each share of a class 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 owned, but by the dollar value of the shares on the record date. Each share class has exclusive voting rights with respect to matters affecting only that class, including with respect to the distribution plan for that class. There is no distribution plan for Class Y shares. Class B shares convert to Class A shares approximately eight years after the date of purchase. At times, the Fund's investments may represent industries or industry sectors that are interrelated or have common risks, making the Fund more susceptible to any economic, political, or regulatory developments or other risks affecting those industries and sectors. The Fund's prospectuses contain unaudited information regarding the Fund's principal risks. Please refer to those documents when considering the Fund's principal risks. The Fund's financial statements have been prepared in conformity with U.S. generally accepted accounting principles that require the management of the 36 Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 Fund to, among other things, make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income, expenses, and gain or loss on investments during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements, which are consistent with those policies generally accepted in the investment company industry: A. Security Valuation Security transactions are recorded as of trade date. The net asset value of the Fund is computed once daily, on each day the New York Stock Exchange (NYSE) is open, as of the close of regular trading on the NYSE. In computing the net asset value, securities that have traded on an exchange are fair valued at the last sale price on the principal exchange where they are traded. Securities that have not traded on the date of valuation, or securities for which sale prices are not available, generally are fair valued at the mean between the last bid and asked prices. Securities for which market prices and/or quotations are not readily available or are considered to be unreliable are valued using fair value methods pursuant to procedures adopted by the Board of Trustees. Trading in foreign securities is substantially completed each day at various times prior to the close of the NYSE. The values of such securities used in computing the net asset value of the Fund's shares are determined as of such times. The Fund may use fair value methods if it is determined that a significant event has occurred after the close of the exchange or market on which the security trades and prior to the determination of the Fund's net asset value. Thus, the valuation of the Fund's securities may differ from exchange prices. At June 30, 2010, there were no securities that were valued using fair value methods. Inputs used in the valuation of a security using fair value methods include credit ratings, the financial condition of the company, current market conditions and comparable securities. Short-term fixed income securities with remaining maturities of sixty days or less generally are fair valued at amortized cost. Money market mutual funds are valued at net asset value. Dividend income is recorded on the ex-dividend date except that certain dividends from foreign securities where the ex-dividend date may have passed are recorded as soon as the Fund becomes aware of the ex-dividend data in the exercise of reasonable diligence. Interest income, including interest on income bearing cash accounts, is recorded on the accrual basis. Dividend and interest income are reported net of unrecoverable foreign taxes withheld at the applicable country rates. Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 37 Gains and losses on sales of investments are calculated on the identified cost method for both financial reporting and federal income tax purposes. B. Foreign Currency Translation The books and records of the Fund are maintained in U.S. dollars. Amounts denominated in foreign currencies are translated into U.S. dollars using current exchange rates. Net realized gains and losses on foreign currency transactions, if any, represent, among other things, the net realized gains and losses on foreign currency contracts, disposition of foreign currencies and the difference between the amount of income accrued and the U.S. dollars actually received. Further, the effects of changes in foreign currency exchange rates on investments are not segregated in the statement of operations from the effects of changes in market price of those securities but are included with the net realized and unrealized gain or loss on investments. C. Federal Income Taxes It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income and net realized capital gains, if any, to its shareowners. Therefore, no federal tax provision is required. Tax years for the prior three fiscal years remain subject to examination by tax authorities. The amounts and characterizations of distributions to shareowners for financial reporting purposes are determined in accordance with federal income tax rules. Therefore, the sources of the Fund's distributions may be shown in the accompanying financial statements as either from or in excess of net investment income or net realized gain on investment transactions, or from paid-in capital, depending on the type of book/tax differences that may exist. The tax character of current year distributions payable will be determined at the end of the current taxable year. There were no distributions paid during the fiscal year ended December 31, 2009. The following shows the components of distributable earnings on a federal income tax basis at December 31, 2009. - -------------------------------------------------------------------------------- 2009 - -------------------------------------------------------------------------------- Distributable earnings: Capital loss carryforward $ (275,619,602) Post-October loss deferred (2,359,001) Unrealized appreciation 103,614,955 - -------------------------------------------------------------------------------- Total $ (174,363,648) - -------------------------------------------------------------------------------- 38 Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 D. Fund Shares The Fund records sales and repurchases of its shares as of trade date. Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the Fund and a wholly owned indirect subsidiary of UniCredit S.p.A. (UniCredit), earned approximately $14,901 in underwriting commissions on the sale of Class A shares during the six months ended June 30, 2010. E. Class Allocations Income, common expenses and realized and unrealized gains and losses are calculated at the Fund level and allocated daily to each class of shares based on its respective percentage of adjusted net assets at the beginning of the day. Distribution fees are calculated based on the average daily net asset value attributable to Class A, Class B, Class C and Class R shares of the Fund, respectively (see Note 4). Class Y shares do not pay distribution fees. All expenses and fees paid to the transfer agent, Pioneer Investment Management Shareholder Services, Inc. (PIMSS), for its services are allocated among the classes of shares based on the number of accounts in each class and the ratable allocation of related out-of-pocket expenses (see Note 3.) Distributions to shareowners are recorded as of the ex-dividend date. Distributions paid by the Fund with respect to each class of shares are calculated in the same manner and at the same time, except that net investment income dividends to Class A, Class B, Class C, Class R and Class Y shares can reflect different transfer agent and distribution expense rates. F. Securities Lending The Fund lends securities in its portfolio to certain broker-dealers or other institutional investors. When entering into a securities loan transaction, the Fund typically receives cash collateral from the borrower equal to at least the fair value of the securities loaned, which is invested in temporary investments. Credit Suisse AG, New York Branch, as the Fund's securities lending agent, manages the Fund's securities lending collateral. The income earned on the investment of collateral is shared with the borrower and the lending agent in payment of any rebate due to the borrower with respect to the securities loan, and in compensation for the lending agent's services to the Fund. The Fund also continues to receive payments in lieu of dividends or interest on the securities loaned. Gain or loss on the value of the loaned securities that may occur during the term of the loan will be for the account of the Fund. The amount of the collateral is required to be adjusted daily to reflect any price fluctuation in the fair value of the loaned securities. If the required market value of the collateral is less than the fair value of the loaned securities, the borrower is required to deliver additional collateral for the account of the Fund prior to the close of business on that day. The Fund has the Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 39 right, under the lending agreement, to terminate the loan and recover the securities from the borrower with prior notice. The Fund is required to return the cash collateral to the borrower and could suffer a loss if the value of the collateral, as invested, has declined. G. Repurchase Agreements With respect to repurchase agreements entered into by the Fund, the value of the underlying securities (collateral), including accrued interest, is required to be equal to or in excess of the repurchase price. The collateral for all repurchase agreements is held in safekeeping in the customer-only account of the Fund's custodian or a subcustodian of the Fund. The Fund's investment adviser, Pioneer Investment Management, Inc. (PIM), is responsible for determining that the value of the collateral remains at least equal to the repurchase price. H. Option Writing The funds may buy and sell put and call options, or write put and covered call options on portfolio securities in order to produce incremental earning or protect against changes in the value of portfolio securities. The funds generally purchase put options or write covered call options to hedge against adverse movements in the value of portfolio holdings. When an option is written, the Fund receives a premium and becomes obligated to sell or purchase the underlying security at a fixed price, upon the exercise of the option. When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability and is subsequently adjusted to the current fair value of the option written. Premiums received from writing options that expire unexercised are treated by the Fund on the expiration date as realized gains from investments. The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or, if the premium is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security in determining whether the Fund has realized a gain or loss. The Fund as writer of an option bears the market risk of an unfavorable change in the price of the security underlying the written option. For the six months ended June 30, 2010 there were no transactions in written options. 2. Management Agreement PIM, a wholly owned indirect subsidiary of UniCredit, manages the Fund's portfolio. Management fees are calculated daily at the annual rate of 0.65% of the Fund's average daily net assets. 40 Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 PIM has contractually agreed to limit ordinary operating expenses to the extent required to reduce Fund expenses to 1.45% of the average daily net assets attributable to Class A shares. Class B, Class C, Class R and Class Y shares do not have expense limitations. The expense limitation is in effect through September 1, 2011 for Class A shares. There can be no assurance that PIM will extend the expense limitation agreement beyond the date referred to above. In addition, under the management and administration agreements, certain other services and costs, including accounting, regulatory reporting and insurance premiums, are paid by the Fund as administrative reimbursements. Included in "Due to Affiliates" reflected on the Statement of Assets and Liabilities is $10,591 in management fees, administrative costs and certain other reimbursements payable to PIM at June 30, 2010. 3. Transfer Agent PIMSS, a wholly owned indirect subsidiary of UniCredit, provides substantially all transfer agent and shareowner services to the Fund at negotiated rates. In addition, the Fund reimburses PIMSS for out-of-pocket expenses incurred by PIMSS related to shareholder communications activities such as proxy and statement mailings, outgoing phone calls and omnibus relationship contracts. For the six months ended June 30, 2010 such out-of-pocket expenses by class of shares were as follows: - -------------------------------------------------------------------------------- Shareholder Communications: - -------------------------------------------------------------------------------- Class A $183,663 Class B 22,580 Class C 82,400 Class R 19,350 Class Y 2,201 - -------------------------------------------------------------------------------- Total $310,194 - -------------------------------------------------------------------------------- Included in "Due to affiliates" reflected on the Statement of Assets and Liabilities is $199,663 in transfer agent fees and out-of-pocket reimbursements payable to PIMSS at June 30, 2010. 4. Distribution and Service Plans The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 of the Investment Company Act of 1940 with respect to its Class A, Class B, Class C and Class R shares. Pursuant to the Plan, the Fund pays PFD 0.25% of the average daily net assets attributable to Class A shares as compensation for personal services and/or account maintenance services or distribution services with regard to Class A shares. Pursuant to the Plan, the Fund also pays PFD 1.00% of the average daily net assets attributable to Class B and Class C shares. The fee for Class B and Class C shares consists of a 0.25% service fee and a 0.75% Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 41 distribution fee paid as compensation for personal services and/or account maintenance services or distribution services with regard to Class B and Class C shares. Pursuant to the Plan, the Fund further pays PFD 0.50% of the average daily net assets attributable to Class R shares for distribution services. Included in "Due to affiliates" reflected on the Statement of Assets and Liabilities is $5,156 in distribution fees payable to PFD at June 30, 2010. The Fund also has adopted a separate service plan for Class R shares (Service Plan). The Service Plan authorizes the Fund to pay securities dealers, plan administrators or other service organizations that agree to provide certain services to retirement plans or plan participants holding shares of the 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 plans. In addition, redemptions of each class of shares (except Class R and Class Y shares) may be subject to a contingent deferred sales charge (CDSC). A CDSC of 1.00% may be imposed on redemptions of certain net asset value purchases of Class A shares within 18 months of purchase (within 12 months for purchases made on or after April 1, 2009). Class B shares that are redeemed within five years of purchase are subject to a CDSC at declining rates beginning at 4.00%, based on the lower of cost or market value of shares being redeemed. Redemptions of Class C shares within one year of purchase are subject to a CDSC of 1.00%, based on the lower of cost or market value of shares being redeemed. Shares purchased as part of an exchange remain subject to any CDSC that applied to the original purchase of those shares. There is no CDSC for Class R or Class Y shares. Proceeds from the CDSCs are paid to PFD. For the six months ended June 30, 2010, CDSCs in the amount of $19,767 were paid to PFD. 5. Expense Offset Arrangements The Fund has entered into certain expense offset arrangements with PIMSS resulting in a reduction in the Fund's total expenses, due to interest earned on cash held by PIMSS. For the six months ended June 30, 2010, the Fund's expenses were not reduced under such arrangements. 6. Line of Credit Facility The Fund, along with certain other funds in the Pioneer Family of Funds (the Funds), participates in a $165 million committed, unsecured revolving line of credit facility. Borrowings are used solely for temporary or emergency purposes. The Fund may borrow up to the lesser of the amount available under the facility or the limits set for borrowing by the Fund's prospectus and the 1940 Act. Interest on borrowings is payable at the higher of the London Interbank Offered Rate (LIBOR) on the borrowing date plus 1.25% on an annualized basis or the Federal Funds Rate on the borrowing date plus 1.25% on an annualized basis. The Funds pay an annual commitment fee for this facility. 42 Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 The commitment fee is allocated among participating Funds based on an allocation schedule set forth in the credit agreement. For the six months ended June 30, 2010, the Fund had no borrowings under this agreement. 7. Reorganization Information Pioneer Small Cap Value Fund was reorganized into Pioneer Growth Opportunities Fund on August 28, 2009. The purpose of this transaction was to combine two funds (managed by PIM) with similar investment objectives and strategies. This tax-free reorganization was accomplished by exchanging the assets and stated liabilities of Pioneer Small Cap Value Fund for shares of Pioneer Growth Opportunities Fund. Shareowners holding Class A, Class B, Class C, Class R and Class Y shares of Pioneer Small Cap Value Fund received Class A, Class B, Class C, Class R and Class Y shares, respectively, of Pioneer Growth Opportunities Fund in the reorganization. The investment portfolio of Pioneer Small Cap Value Fund, with a fair value of $398,937,998 and an identified cost of $401,928,323 at August 28, 2009, was the principal asset acquired by Pioneer Growth Opportunities Fund. For financial reporting purposes, assets received and shares issued by Pioneer Growth Opportunities Fund were recorded at fair value; however, the cost basis of the investments received from Pioneer Small Cap Value Fund was carried forward to align ongoing reporting of Pioneer Growth Opportunities Fund's realized and unrealized gains and losses with amounts distributable to shareowners for tax purposes. The following charts show the details of the reorganization as of that Closing Date: - ----------------------------------------------------------------------------------------- Pioneer Growth Pioneer Small Pioneer Growth Opportunities Fund Cap Value Fund Opportunities Fund (Pre-Reorganization) (Pre-Reorganization) (Post-Reorganization) - ----------------------------------------------------------------------------------------- Net Assets Class A $218,381,748 $228,425,673 $446,807,421 Class B $ 1,648,142 $ 40,263,167 $ 41,911,309 Class C $ 1,422,914 $ 48,320,960 $ 49,743,874 Class R $ 15,967 $ 9,690,575 $ 9,706,542 Class Y $ 44,450,812 $ 57,914,839 $102,365,651 - ----------------------------------------------------------------------------------------- Total Net Assets $265,919,583 $384,615,214 $650,534,797 - ----------------------------------------------------------------------------------------- Shares Outstanding Class A 10,352,091 12,876,615 21,177,952 Class B 90,538 2,656,995 2,302,800 Class C 77,379 2,968,545 2,704,946 Class R 757 553,775 460,026 Class Y 2,058,821 3,144,680 4,741,305 Shares Issued in Reorganization Class A -- -- 10,825,861 Class B -- -- 2,212,262 Class C -- -- 2,627,567 Class R -- -- 459,269 Class Y -- -- 2,682,484 Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 43 - ----------------------------------------------------------------------------------------- Unrealized Accumulated Appreciation On Loss On Closing Date Closing Date - ----------------------------------------------------------------------------------------- Pioneer Small Cap Value Fund $ (2,990,325) $(185,381,897) Assuming the reorganization had been completed on January 1, 2009, the beginning of the annual reporting period for Pioneer Growth Opportunities Fund, Pioneer Growth Opportunities Fund's pro forma results of operations for the year ended December 31, 2009, are as follows: Net investment loss $ (2,904,210) Net gain on investments 186,349,060 - -------------------------------------------------------------------------------- Net increase in net assets resulting from operations $ 183,444,850 - -------------------------------------------------------------------------------- 8. Subsequent Events In preparing these financial statements, PIM has evaluated the impact of all events and transactions for potential recognition or disclosure and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements. 44 Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 Trustees, Officers and Service Providers Trustees John F. Cogan, Jr., Chairman David R. Bock Mary K. Bush Benjamin M. Friedman Margaret B.W. Graham Daniel K. Kingsbury Thomas J. Perna Marguerite A. Piret Stephen K. West Officers John F. Cogan, Jr., President Daniel K. Kingsbury, Executive Vice President Mark E. Bradley, Treasurer Christopher J. Kelley, Secretary Investment Adviser and Administrator Pioneer Investment Management, Inc. Custodian Brown Brothers Harriman & Co. Principal Underwriter Pioneer Funds Distributor, Inc. Legal Counsel Bingham McCutchen LLP Shareowner Services and Transfer Agent Pioneer Investment Management Shareholder Services, Inc. Proxy Voting Policies and Procedures of the Fund are available without charge, upon request, by calling our toll free number (1-800-225-6292). Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is publicly available to shareowners at pioneerinvestments.com. This information is also available on the Securities and Exchange Commission's web site at http://www.sec.gov. Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 45 This page for your notes. 46 Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 This page for your notes. Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 47 This page for your notes. 48 Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 This page for your notes. Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 49 This page for your notes. 50 Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 This page for your notes. Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 51 This page for your notes. 52 Pioneer Growth Opportunities Fund | Semiannual Report | 6/30/10 How to Contact Pioneer We are pleased to offer a variety of convenient ways for you to contact us for assistance or information. Call us for: - -------------------------------------------------------------------------------- Account Information, including existing accounts, new accounts, prospectuses, applications and service forms 1-800-225-6292 FactFone(SM) for automated fund yields, prices, account information and transactions 1-800-225-4321 Retirement plans information 1-800-622-0176 Write to us: - -------------------------------------------------------------------------------- PIMSS, Inc. P.O. Box 55014 Boston, Massachusetts 02205-5014 Our toll-free fax 1-800-225-4240 Our internet e-mail address ask.pioneer@pioneerinvestments.com (for general questions about Pioneer only) Visit our web site: pioneerinvestments.com This report must be preceded or accompanied by a prospectus. The Fund files a complete schedule of investments with the Securities and Exchange Commission for the first and third quarters for each fiscal year on Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's web site at http://www.sec.gov. The filed form may also be viewed and copied at the Commission's Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling 1-800-SEC-0330. Pioneer Tax Free Money Market Fund - -------------------------------------------------------------------------------- Semiannual Report | June 30, 2010 - -------------------------------------------------------------------------------- Ticker Symbols: Class A TTAXX Class Y PTYXX* * Effective March 24, 2010, Class Y shares of the Fund were liquidated. [LOGO] PIONEER Investments(R) visit us: pioneerinvestments.com Table of Contents Letter to Shareowners 2 Portfolio Management Discussion 4 Portfolio Summary 7 Performance Update 8 Comparing Ongoing Fund Expenses 9 Schedule of Investments 11 Financial Statements 15 Notes to Financial Statements 20 Trustees, Officers and Service Providers 24 Pioneer Tax Free Money Market Fund | Semiannual Report | 6/30/10 1 President's Letter Dear Shareowner, Stock and bond markets around the globe have begun to recover over the past year from one of their most tumultuous periods in history. This is a welcome relief, and we are generally optimistic about the prospects for the economy going forward. Still, challenges remain. Unemployment is high; consumer demand and loan growth are weak; and housing has not returned to normal. At Pioneer, we have long advocated the benefits of investing for the long term. This strategy has generally performed well for many investors. Those who remained invested in the market during the downturn have most likely seen their portfolios start to recover over the past year, as the Dow Jones Industrial Average climbed back from the depressed levels we saw in early 2009. Many bond investors have similarly seen a strong rebound, with a broad-based recovery occurring across many different fixed-income asset classes. The riskiest asset classes, such as high-yield bonds, outperformed other fixed-income asset classes during most of 2009. At Pioneer, we are not changing the approach to investing that we have used for more than 80 years. We remain focused on company fundamentals and risk management. Our investment process is based on careful research into individual companies, quantitative analysis, and active portfolio management. This three-pillared process, which we apply to each of our portfolios, is supported by an integrated team approach and is designed to carefully balance risk and reward. While we see potential opportunities for making money in many corners of the markets around the globe, it takes research and experience to separate solid investment opportunities from speculation. Following this difficult period, many investors are rethinking their approach to investing and risk management. Some are questioning whether the basic investment principles they were taught in the past are still useful in today's markets. Complicating matters is that financial markets remain unpredictable. Our advice, as always, is to work closely with a trusted financial advisor to discuss your goals and work together to develop an investment strategy that meets your individual needs. There is no single best strategy that works for every investor. 2 Pioneer Tax Free Money Market Fund | Semiannual Report | 6/30/10 We invite you to learn more about Pioneer and our time-tested approach to investing by consulting with your financial advisor or visiting us online at www.pioneerinvestments.com. We greatly appreciate your trust in us and we thank you for investing with Pioneer. Sincerely, /s/ Daniel K. Kingsbury Daniel K. Kingsbury President and CEO Pioneer Investment Management USA, Inc. Any information in this shareowner report regarding market or economic trends or the factors influencing the Fund's historical or future performance are statements of the opinion of Fund management as of the date of this report. These statements should not be relied upon for any other purposes. Past performance is no guarantee of future results, and there is no guarantee that market forecasts discussed will be realized. Pioneer Tax Free Money Market Fund | Semiannual Report | 6/30/10 3 Portfolio Management Discussion | 6/30/10 In the following interview, Pioneer Tax Free Money Market Fund Portfolio Manager Seth Roman outlines the investment environment for tax-free money market securities during the six months ended June 30, 2010, the Fund's performance, his investment strategy, and his outlook going forward. Q How did the Fund perform during the six months ended June 30, 2010? A For the six-month period ended June 30, 2010, the Fund's Class A shares posted a return of 0.00% at net asset value, while the average return of the 99 funds in Lipper's Tax-Exempt Money Market Funds category was 0.01% over the same period. Q Could you describe the investment environment for tax-exempt money funds during the time period? A In the first half of 2010, with U.S. economic progress mixed and job growth reemerging only very slowly, the Federal Reserve Board (the Fed) kept its benchmark Federal funds rate at a target range between 0.00% and 0.25%, and continued to state that it would do so "for an extended period." With government stimulus's seemingly having run its course, leading economic indicators appeared to peak during the second quarter of 2010, and corporations remained cautious in their spending and hiring. During the six-month period ended June 30, 2010, state and local governments' budget woes increased. Unlike the Federal government, states and municipalities must balance their budgets annually; this obligation has become much more difficult for states and municipalities to fulfill after a sustained period of reduced tax revenue throughout much of the United States. California and many other states are faced with serious fiscal stress. Internationally, Greece's budget crisis negatively affected the global bond market, and the European Central Bank worked to prevent the fiscal crisis there from spreading to other European countries, especially Spain, Portugal, Italy and Ireland. In response to the budgetary problems in Europe, the three-month London Interbank Offered Rate (LIBOR) rose from 0.25% as of December 31, 2009, to 0.53% at June 30, 2010. Tax-free money market rates, however, remained fairly flat over the same period. Q What was the investment strategy for the Fund during the six months ended June 30, 2010? A We continued to maintain broad diversification within the Fund's portfolio, both on a regional and national basis, with AAA-rated credits in revenue issues. As we pursued our nationally-focused diversification strategy for the Fund, we strongly emphasize high-quality and safety of principal. 4 Pioneer Tax Free Money Market Fund | Semiannual Report | 6/30/10 In a difficult period for the tax-exempt money markets, we continued to take an extremely cautious approach in managing Fund assets, in particular avoiding issues tied to economically troubled state governments such as those of California, Illinois, New York and New Jersey. During the six-month period ended June 30, 2010, the Fund invested principally in high-quality daily and weekly floating-rate securities. These floating-rate securities are extremely liquid, with yields that adjust daily or weekly based on market conditions, providing us with strategic flexibility and the Fund with some measure of yield. From time to time, we took advantage of opportunities to purchase longer-term issues for the Fund -- though only those of the highest quality -- to pick up additional yield. Q What is your outlook? A Though the U.S. economy continues to struggle, we think that a "double-dip" recession is unlikely. With overseas markets such as China and Brazil slowing, it seems reasonable to believe that the U.S. economy will also grow more slowly during the second half of 2010. In the coming months, we will continue to look for opportunities to extend the Fund's maturity, though with extreme caution. Because budgets for several states and many municipalities are severely strained, we will continue to examine credit quality carefully. In addition, we will monitor market movements strictly and seek to take advantage of any upward movement in short-term yields, while maintaining the highest-quality portfolio for the Fund. Please refer to the Schedule of Investments on pages 11-14 for a full listing of Fund securities. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. Fund shares are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. When interest rates rise, the prices of fixed income securities in the Fund will generally fall. Conversely, when interest rates fall, the prices of fixed income securities in the Fund will generally rise. Investments in the Fund are subject to possible loss due to the financial failure of issuers of underlying securities and their inability to meet their debt obligations. Investing in foreign and/or emerging markets securities involves risks relating to interest rates, currency exchange rates, economic, and political conditions. At times, the Fund's investments may represent industries or industry sectors that are interrelated or have common risks, making it more susceptible to any economic, political, or regulatory developments or other risks affecting those industries and sectors. Past performance is no guarantee of future results, and there is no guarantee that market forecasts discussed will be realized. Pioneer Tax Free Money Market Fund | Semiannual Report | 6/30/10 5 Any information in this shareholder report regarding market or economic trends or the factors influencing the Fund's historical or future performance are statements of the opinion of Fund management as of the date of this report. These statements should not be relied upon for any other purposes. 6 Pioneer Tax Free Money Market Fund | Semiannual Report | 6/30/10 Portfolio Summary | 6/30/10 Sector Distribution - -------------------------------------------------------------------------------- (As a percentage of total investment portfolio) [The following data was represented as a pie chart in the printed material] Medical 26.5% Higher Education 23.6% Development 10.0% General 7.0% Water 7.0% Government 6.4% Utilities 6.0% Diversified 4.5% Education 3.4% Airport 3.3% School District 2.3% 10 Largest Holdings - -------------------------------------------------------------------------------- (As a percentage of debt holdings)* 1. Syracuse New York Industrial Development Agency, Floating Rate Note, 12/1/37 4.73% 2. Southeast Alabama Gas District, Floating Rate Note, 8/1/27 4.21 3. Jackson County Mississippi, Floating Rate Note, 6/1/23 3.99 4. Connecticut State Health, Floating Rate Note, 7/1/36 3.99 5. Harris County Texas Health, Floating Rate Note, 12/1/41 3.96 6. Mississippi Business, 0.16%, 12/1/30 3.57 7. Wake County North Carolina, Floating Rate Note, 4/1/21 3.57 8. Boston Massachusetts Water & Sewer Communities Revenue, Floating Rate Note, 11/1/24 3.57 9. Metropolitan Washington Airports Authority, Floating Rate Note, 10/1/39 3.52 10. County of King Washington, Floating Rate Note, 1/1/40 3.36 * This list excludes temporary cash and derivative instruments. Portfolio holdings will vary for other periods. The holdings listed should not be considered recommendations to buy or sell any securities listed. Pioneer Tax Free Money Market Fund | Semiannual Report | 6/30/10 7 Performance Update | 6/30/10 Share Prices - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Net Asset Value per Share 6/30/10 12/31/09 - -------------------------------------------------------------------------------- Class A shares $ 1.00 $ 1.00 Class Y shares+ N/A $ 1.00 Distributions per Share - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Income Short-Term Long-Term (1/1/10-6/30/10) Dividends Capital Gains Capital Gains - -------------------------------------------------------------------------------- Class A shares $ 0.0001 $ - $ - Class Y shares+ $ - $ - $ - Yields** - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Per Share 7-Day Annualized 7-Day Effective* - -------------------------------------------------------------------------------- Class A shares 0.01% 0.01% Class Y shares+ N/A N/A Expense Ratio - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Per Prospectus dated May 1, 2010) Gross Net - -------------------------------------------------------------------------------- Class A shares 0.75% 0.75% Class Y shares+ N/A N/A * Assumes daily compounding of dividends. ** Please contact Pioneer to obtain the Fund's current yield. + Effective March 24, 2010, Class Y shares of the Fund were liquidated. Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted. Performance data shown represents past performance. Past performance does not guarantee future results. Investment returns will fluctuate, and there can be no guarantee the Fund will be able to maintain a stable net asset value of $1.00 per share. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. Pioneer Tax Free Money Market was created through the reorganization of the predecessor fund, Safeco Tax Free Money Market Fund, on December 10, 2004. Performance does not reflect the deduction of taxes that a shareowner would pay on Fund distributions or the redemption of Fund shares. 8 Pioneer Tax Free Money Market Fund | Semiannual Report | 6/30/10 Comparing Ongoing Fund Expenses As a shareowner in the Fund, you incur two types of costs: (1) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses; and (2) transaction costs, including sales charges (loads) on purchase payments. This example is intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 at the beginning of the Fund's latest six-month period and held throughout the six months. Using the Tables - -------------------------------------------------------------------------------- Actual Expenses The first table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period as follows: (1) Divide your account value by $1,000 Example: an $8,600 account value [divided by] $1,000 = 8.6 (2) Multiply the result in (1) above by the corresponding share class's number in the third row under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. Expenses Paid on a $1,000 Investment in Pioneer Tax Free Money Market Fund Based on actual returns from January 1, 2010, through June 30, 2010.** Share Class A Y - ---------------------------------------------------------------- Beginning Account $ 1,000.00 $ 1,000.00 Value on 1/1/10 - ---------------------------------------------------------------- Ending Account $ 1,000.00 $ 1,000.00 Value on 6/30/10** - ---------------------------------------------------------------- Expenses Paid $ 1.34 $ 0.70 During Period* - ---------------------------------------------------------------- * Expenses are equal to the Fund's annualized expense ratio of 0.27% and 0.31%, for Class A and Class Y shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (83/365 for Class Y shares) (to reflect the one-half year period). ** Through 3/24/10 for Class Y shares. Pioneer Tax Free Money Market Fund | Semiannual Report | 6/30/10 9 Hypothetical Example for Comparison Purposes The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the tables are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) that are charged at the time of the transaction. Therefore, the table below is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher. Expenses Paid on a $1,000 Investment in Pioneer Tax Free Money Market Fund Based on a hypothetical 5% per year return before expenses, reflecting the period from January 1, 2010, through June 30, 2010.** Share Class A Y - ---------------------------------------------------------------- Beginning Account $ 1,000.00 $ 1,000.00 Value on 1/1/10 - ---------------------------------------------------------------- Ending Account $ 1.023.46 $ 1,010.66 Value on 6/30/10** - ---------------------------------------------------------------- Expenses Paid $ 1.35 $ 0.71 During Period* - ---------------------------------------------------------------- * Expenses are equal to the Fund's annualized expense ratio of 0.27% and 0.31%, for Class A and Class Y shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (83/365 for Class Y shares) (to reflect the one-half year period). ** Through 3/24/10 for Class Y shares. 10 Pioneer Tax Free Money Market Fund | Semiannual Report | 6/30/10 Schedule of Investments | 6/30/10 (unaudited) - ---------------------------------------------------------------------------------------------------- Principal Floating S&P/Moody's Amount Rate (b) Ratings Value - ---------------------------------------------------------------------------------------------------- MUNICIPAL BONDS -- 93.8% Government -- 6.3% $ 1,700,000 0.16 AAA/Aaa Wake County North Carolina, Floating Rate Note, 4/1/21 $ 1,700,000 1,485,000 0.31 AA+/NR Washington State Putters-Series, Floating Rate Note, 7/1/13 1,485,000 ----------- $ 3,185,000 - ---------------------------------------------------------------------------------------------------- Municipal Airport -- 3.3% 1,675,000 0.18 AAA/Aaa Metropolitan Washington Airports Authority, Floating Rate Note, 10/1/39 $ 1,675,000 - ---------------------------------------------------------------------------------------------------- Municipal Development -- 9.9% 1,900,000 0.13 AA/Aa1 Jackson County Mississippi, Floating Rate Note, 6/1/23 $ 1,900,000 275,000 0.15 AAA/Aaa Loudoun County Virginia Industrial Development Authority, Floating Rate Note, 2/15/38 275,000 1,700,000 AA/Aa1 Mississippi Business, 0.16%, 12/1/30 1,700,000 600,000 0.23 AA-/A2 Mobile Industrial Development, Floating Rate Note, 4/1/15 600,000 500,000 0.18 AA/Aa1 Port Arthur Texas Naval District, Floating Rate Note, 10/1/24 500,000 ----------- $ 4,975,000 - ---------------------------------------------------------------------------------------------------- Municipal Education -- 2.4% 800,000 0.40 AA-/NA Illinois Financial Authority Revenue, Floating Rate Note, 9/1/41 $ 800,000 430,000 0.16 AAA/Aaa New Hampshire Health & Education, Floating Rate Note, 1/1/28 430,000 ----------- $ 1,230,000 - ---------------------------------------------------------------------------------------------------- Municipal General -- 5.0% 1,000,000 NR/Aa1 Colorado Educational & Cultural Facilities Authority, 0.4%, 2/1/39 $ 1,000,000 1,500,000 AA+/MIG1 State of Texas, 2.5%, 8/31/10 1,505,062 ----------- $ 2,505,062 - ---------------------------------------------------------------------------------------------------- Municipal Higher Education -- 23.4% 950,000 0.18 NR/NR Athens-Clarke County Georgia, Floating Rate Note, 8/1/33 $ 950,000 200,000 0.22 AAA/Aaa Connecticut State Health, Floating Rate Note, 7/1/37 200,000 1,900,000 0.08 AAA/Aaa Connecticut State Health, Floating Rate Note, 7/1/36 1,900,000 495,000 0.18 AA/NR Kent County Delaware Student, Floating Rate Note, 7/1/36 495,000 The accompanying notes are an integral part of these financial statements. Pioneer Tax Free Money Market Fund | Semiannual Report | 6/30/10 11 Schedule of Investments | 6/30/10 (unaudited) (continued) - ------------------------------------------------------------------------------------------------------ Principal Floating S&P/Moody's Amount Rate (b) Ratings Value - ------------------------------------------------------------------------------------------------------ Municipal Higher Education -- continued $ 1,120,000 0.23 AA/Aa2 Maryland State Health & Higher Educational Facilities Authority Revenue, Floating Rate Note, 7/1/36 $ 1,120,000 400,000 0.08 AAA/Aaa Massachusetts State Health & Educational, Floating Rate Note, 11/1/49 400,000 2,250,000 0.13 AAA/Aa1 Syracuse New York Industrial Development Agency, Floating Rate Note, 12/1/37 2,250,000 760,000 0.24 AA/Aa2 University of Minnesota, Floating Rate Note, 12/1/36 760,000 200,000 AAA/Aaa University of Texas, 1.1%, 7/1/37 200,000 530,000 AAA/Aaa University of Texas, 4.0%, 7/1/10 530,000 335,000 0.20 AAA/Aaa University of Texas, Floating Rate Note, 8/1/34 335,000 1,000,000 0.15 AA+/Aa1 Virginia College Building Authority, Floating Rate Note, 2/1/26 1,000,000 615,000 NR/Aa1 Virginia College Building Authority, 0.8%, 3/1/39 615,000 1,000,000 0.24 AAA/Aaa Wisconsin State Health & Educational Facilities, Floating Rate Note, 12/1/33 1,000,000 ----------- $11,755,000 - ------------------------------------------------------------------------------------------------------ Municipal Medical -- 26.3% 370,000 AAA/Aaa Connecticut State Health & Educational Facility Authority, 0.18%, 7/1/36 $ 370,000 570,000 0.22 AAA/Aaa Connecticut State Health & Educational Facility Authority, Floating Rate Note, 7/1/25 570,000 920,000 0.28 AA-/Aa1 Elmhurst Illinois, Floating Rate Note, 7/1/18 920,000 1,885,000 0.12 AA/Aaa Harris County Texas Health, Floating Rate Note, 12/1/41 1,885,000 500,000 0.12 AA/Aaa Harris County Texas Health, Floating Rate Note, 12/1/41 500,000 1,300,000 0.15 AAA/Aaa Loudoun County Virginia Industrial Development Authority, Floating Rate Note, 2/15/38 1,300,000 600,000 0.18 AAA/Aaa Loudoun County Virginia Industrial Development Authority, Floating Rate Note, 2/15/38 600,000 400,000 0.27 AA/Aa1 Minneapolis & St Paul, Floating Rate Note, 11/15/34 400,000 950,000 NR/Aa1 Minneapolis & St Paul Housing & Redevelopment Authority, 0.2%, 11/15/35 950,000 800,000 NR/Aa1 Minneapolis & St Paul Housing & Redevelopment Authority, 0.2%, 11/15/35 800,000 700,000 0.32 AAA/Aaa New Hampshire Health & Education, Floating Rate Note, 10/1/23 700,000 1,440,000 0.25 NR/Aa2 North Carolina Medical Care Communities, Floating Rate Note, 6/1/15 1,440,000 The accompanying notes are an integral part of these financial statements. 12 Pioneer Tax Free Money Market Fund | Semiannual Report | 6/30/10 - ---------------------------------------------------------------------------------------------------- Principal Floating S&P/Moody's Amount Rate (b) Ratings Value - ---------------------------------------------------------------------------------------------------- Municipal Medical -- continued $ 700,000 0.33 NR/Aa1 Nueces County Texas Health Facilities Development Corporate Revenue, Floating Rate Note, 7/1/15 $ 700,000 375,000 0.23 AA-/NR Oregon State Facilities Authority Revenue, Floating Rate Note, 8/1/34 375,000 500,000 0.23 AA-/NR Oregon State Facilities Authority Revenue, Floating Rate Note, 8/1/34 500,000 600,000 0.23 AAA/Aaa University Hospitals & Clinics Authority, Floating Rate Note, 4/1/29 600,000 100,000 0.14 AA+/Aa2 Michigan University, Floating Rate Note, 12/1/37 100,000 500,000 0.15 AA+/Aa1 Weber County Utah Hospital Revenue, Floating Rate Note, 2/15/31 500,000 ----------- $13,210,000 - ---------------------------------------------------------------------------------------------------- Municipal School District -- 4.3% 1,140,000 0.13 AAA/Aaa Chicago Board of Education, Floating Rate Note, 3/1/31 $ 1,140,000 1,000,000 NR/MIG1 Town of Weston Massachusetts, 1.5%, 2/4/11 1,007,265 ----------- $ 2,147,265 - ---------------------------------------------------------------------------------------------------- Municipal Utilities -- 5.9% 870,000 0.20 AA/Aa2 Gainsville Florida Utilities, Floating Rate Note, 10/1/38 $ 870,000 2,100,000 1.40 NR/Aa2 Southeast Alabama Gas District, Floating Rate Note, 8/1/27 2,100,000 ----------- $ 2,970,000 - ---------------------------------------------------------------------------------------------------- Municipal Water -- 7.0% 1,700,000 0.28 AA-/Aa2 Boston Massachusetts Water & Sewer Communities Revenue, Floating Rate Note, 11/1/24 $ 1,700,000 200,000 0.20 AAA/Aaa Columbia South Carolina Water, Floating Rate Note, 2/1/38 200,000 1,600,000 0.20 AAA/Aa1 County of King Washington, Floating Rate Note, 1/1/40 1,600,000 ----------- $ 3,500,000 - ---------------------------------------------------------------------------------------------------- TOTAL MUNICIPAL BONDS (Cost $47,152,327) $47,152,327 - ---------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these financial statements. Pioneer Tax Free Money Market Fund | Semiannual Report | 6/30/10 13 Schedule of Investments | 6/30/10 (unaudited) (continued) - ------------------------------------------------------------------------------------------------- Principal Floating S&P/Moody's Amount Rate (b) Ratings Value - ------------------------------------------------------------------------------------------------- TEMPORARY CASH INVESTMENTS -- 5.4% COMMERCIAL PAPER -- 0.9% $ 445,000 A-1+/P-1 University of Michigan, 0.26%, 7/7/10 $ 445,000 ----------- $ 445,000 - ------------------------------------------------------------------------------------------------- TAX EXEMPT MONEY MARKET MUTUAL FUND -- 4.5% 2,255,000 BlackRock Liquidity Funds Temp Cash Portfolio $ 2,255,000 - ------------------------------------------------------------------------------------------------- TOTAL TAX EXEMPT MONEY MARKET MUTUAL FUND $ 2,255,000 - ------------------------------------------------------------------------------------------------- TOTAL TEMPORARY CASH INVESTMENTS (Cost $2,700,000) $ 2,700,000 - ------------------------------------------------------------------------------------------------- TOTAL INVESTMENT IN SECURITIES -- 99.2% (Cost $49,852,327) (a) $49,852,327 - ------------------------------------------------------------------------------------------------- OTHER ASSETS AND LIABILITIES -- 0.8% $ 424,963 - ------------------------------------------------------------------------------------------------- TOTAL NET ASSETS -- 100.00% $50,264,963 ================================================================================================= NR Not Rated by either S&P or Moody's. (a) At June 30, 2010, cost for federal income tax purposes was $49,852,327. (b) Debt obligation with a variable interest rate. Rate shown is rate at period end. Various inputs are used in determining the value of the Fund's investments. These inputs are summarized in the three broad levels listed below. Highest priority is given to Level 1 inputs and lowest priority is given to Level 3. Level 1 -- quoted prices in active markets for identical securities Level 2 -- other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.) Level 3 -- significant unobservable inputs (including the Fund's own assumptions in determining fair value of investments) The following is a summary of the inputs used as of June 30, 2010, in valuing the Fund's assets: - ---------------------------------------------------------------------------------------- Level 1 Level 2 Level 3 Total - ---------------------------------------------------------------------------------------- Municipal bonds $ -- $47,152,327 $-- $47,152,327 Commercial paper -- 445,000 -- 445,000 Money market mutual fund 2,255,000 -- -- 2,255,000 - ---------------------------------------------------------------------------------------- Total $2,255,000 $47,597,327 $-- $49,852,327 ======================================================================================== The accompanying notes are an integral part of these financial statements. 14 Pioneer Tax Free Money Market Fund | Semiannual Report | 6/30/10 Statement of Assets and Liabilities | 6/30/10 (unaudited) ASSETS: Investment in securities (cost $49,852,327) $ 49,852,327 Cash 179,222 Receivables -- Investment securities sold 180,000 Fund shares sold 9,676 Interest 84,264 Due from Pioneer Investment Management, Inc. 27,351 Other 28,250 - ---------------------------------------------------------------------- Total assets $ 50,361,090 - ---------------------------------------------------------------------- LIABILITIES: Payables -- Fund shares repurchased $ 5,694 Dividends 20,887 Due to affiliates 9,754 Auditing 17,015 Custodian 13,671 Printing 7,249 Insurance 10,494 Legal 7,166 Accrued expenses 4,197 - ---------------------------------------------------------------------- Total liabilities $ 96,127 - ---------------------------------------------------------------------- NET ASSETS: Paid-in capital $ 50,301,789 Distributions in excess of net investment income (27,103) Accumulated net realized loss on investments (9,723) - ---------------------------------------------------------------------- Total net assets $ 50,264,963 ====================================================================== NET ASSET VALUE PER SHARE: (No par value, unlimited number of shares authorized) Class A (based on $50,264,963/50,264,998 shares) $ 1.00 ====================================================================== The accompanying notes are an integral part of these financial statements. Pioneer Tax Free Money Market Fund | Semiannual Report | 6/30/10 15 Statement of Operations (unaudited) For the Six Months Ended 6/30/10 INVESTMENT INCOME: Interest $ 75,141 - ------------------------------------------------------------------------------------ Total investment income $ 75,141 - ------------------------------------------------------------------------------------ EXPENSES: Management fees $120,143 Transfer agent fees and expenses 7,532 Distribution fees 33,194 Shareholder communications expense 2,471 Administrative reimbursements 9,321 Registration fees 28,915 Professional fees 35,067 Printing expense 8,131 Fees and expenses of nonaffiliated trustees 6,462 Miscellaneous 1,528 - ------------------------------------------------------------------------------------ Total expenses $ 252,764 Less fees waived and expenses reimbursed by Pioneer Investment Management, Inc. (167,113) - ------------------------------------------------------------------------------------ Net expenses $ 85,651 - ------------------------------------------------------------------------------------ Net investment loss $ (10,510) - ------------------------------------------------------------------------------------ REALIZED GAIN ON INVESTMENTS Net realized gain on investments $ 12,029 - ------------------------------------------------------------------------------------ Net increase in net assets resulting from operations $ 1,519 ==================================================================================== The accompanying notes are an integral part of these financial statements. 16 Pioneer Tax Free Money Market Fund | Semiannual Report | 6/30/10 Statements of Changes in Net Assets For the Six Months Ended 6/30/10 and the Year Ended 12/31/09, respectively - ------------------------------------------------------------------------------------------------ Six Months Ended 6/30/10 Year Ended (unaudited) 12/31/09 - ------------------------------------------------------------------------------------------------ FROM OPERATIONS: Net investment income (loss) $ (10,510) $ 41,347 Net realized gain on investments 12,029 5,212 - ------------------------------------------------------------------------------------------------ Net increase in net assets resulting from operations $ 1,519 $ 46,559 - ------------------------------------------------------------------------------------------------ DISTRIBUTIONS TO SHAREOWNERS: Net investment income: Class A ($0.0001 and $0.0001 per share, respectively) $ (2,181) $ (7,169) Class Y ($0.0001 and $0.0002 per share, respectively) (742) (17,763) - ------------------------------------------------------------------------------------------------ Total distributions to shareowners $ (2,923) $ (24,932) - ------------------------------------------------------------------------------------------------ FROM FUND SHARE TRANSACTIONS: Net proceeds from sale of shares $ 28,180,113 $157,719,458 Reinvestment of distributions 4,467 7,171 Cost of shares repurchased (66,291,892) (243,527,086) - ------------------------------------------------------------------------------------------------ Net decrease in net assets resulting from Fund share transactions $ (38,107,312) $(85,800,457) - ------------------------------------------------------------------------------------------------ Net decrease in net assets $ (38,108,716) $(85,778,830) NET ASSETS: Beginning of period 88,373,679 174,152,509 - ------------------------------------------------------------------------------------------------ End of period $ 50,264,963 $ 88,373,679 - ------------------------------------------------------------------------------------------------ Distributions in excess of net investment income $ (27,103) $ (13,670) - ------------------------------------------------------------------------------------------------ The accompanying notes are an integral part of these financial statements. Pioneer Tax Free Money Market Fund | Semiannual Report | 6/30/10 17 Statements of Changes in Net Assets (continued) - ---------------------------------------------------------------------------------------------------- '10 Shares '10 Amount '09 Shares '09 Amount (unaudited) (unaudited) - ---------------------------------------------------------------------------------------------------- Class A Shares sold 19,879,920 $ 19,879,920 90,223,403 $ 90,223,402 Reinvestment of distributions 4,467 4,467 7,169 7,169 Less shares repurchased (13,758,169) (13,758,169) (116,430,862) (116,430,862) - ---------------------------------------------------------------------------------------------------- Net increase (decrease) 6,126,218 $ 6,126,218 (26,200,290) $(26,200,291) ==================================================================================================== Class Y* Shares sold 8,300,193 $ 8,300,193 67,496,056 $ 67,496,056 Reinvestment of distributions -- -- 2 2 Less shares repurchased (52,533,723) (52,533,723) (127,096,224) (127,096,224) - ---------------------------------------------------------------------------------------------------- Net decrease (44,233,530) $(44,233,530) (59,600,166) $(59,600,166) ==================================================================================================== * On March 24, 2010, Class Y was liquidated. The accompanying notes are an integral part of these financial statements. 18 Pioneer Tax Free Money Market Fund | Semiannual Report | 6/30/10 Financial Highlights - ------------------------------------------------------------------------------------------------------ Six Months Ended Year 6/30/10 Ended (unaudited) 12/31/09 - ------------------------------------------------------------------------------------------------------ Class A Net asset value, beginning of period $ 1.0000 $ 1.0000 - ------------------------------------------------------------------------------------------------------ Increase (decrease) from investment operations: Net investment income $ 0.0001 $ 0.0001 - ------------------------------------------------------------------------------------------------------ Distributions to shareowners: Net investment income $(0.0001) $(0.0001) Net realized and unrealized gain on investments $ -- $ -- - ------------------------------------------------------------------------------------------------------ Net asset value, end of period $ 1.0000 $ 1.0000 ====================================================================================================== Total return* 0.00% 0.01% Ratio of net expenses to average net assets+ 0.27%** 0.41% Ratio of net investment income (loss) to average net assets+ (0.02)%** 0.02% Net assets, end of period (in thousands) $ 50,265 $ 44,138 Ratios with no waiver of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Net expenses 0.87%** 0.80% Net investment income (loss) (0.61)%** (0.37)% Ratios with waiver of fees and assumption of expenses by the Adviser and reduction for fees paid indirectly: Net expenses 0.27%** 0.41% Net investment income (loss) (0.02)%** 0.02% ====================================================================================================== - ----------------------------------------------------------------------------------------------------------------- Year Year Year Ended Ended Ended 12/31/08 12/31/07 12/31/06 - ----------------------------------------------------------------------------------------------------------------- Class A Net asset value, beginning of period $ 1.0000 $ 1.0000 $ 1.0000 - ----------------------------------------------------------------------------------------------------------------- Increase (decrease) from investment operations: Net investment income $ 0.0157 $(0.0299) $ 0.0270 - ----------------------------------------------------------------------------------------------------------------- Distributions to shareowners: Net investment income $(0.0157) $ 0.0299 $(0.0270) Net realized and unrealized gain on investments $ 0.0000 $ 0.0003 $ -- - ----------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 1.0000 $ 1.0003 $ 1.0000 ================================================================================================================= Total return* 1.58% 3.03% 2.76% Ratio of net expenses to average net assets+ 0.72% 0.65% 0.75% Ratio of net investment income (loss) to average net assets+ 1.56% 2.96% 2.82% Net assets, end of period (in thousands) $ 70,331 $ 71,568 $ 72,854 Ratios with no waiver of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Net expenses 0.72% 0.65% 0.75% Net investment income (loss) 1.56% 2.96% 2.82% Ratios with waiver of fees and assumption of expenses by the Adviser and reduction for fees paid indirectly: Net expenses 0.72% 0.64% 0.75% Net investment income (loss) 1.56% 2.96% 2.82% ================================================================================================================= - ------------------------------------------------------------------------------------- Year Ended 12/31/05 - ------------------------------------------------------------------------------------- Class A Net asset value, beginning of period $ 1.0000 - ------------------------------------------------------------------------------------- Increase (decrease) from investment operations: Net investment income $ 0.0126 - ------------------------------------------------------------------------------------- Distributions to shareowners: Net investment income $(0.0126) Net realized and unrealized gain on investments $ -- - ------------------------------------------------------------------------------------- Net asset value, end of period $ 1.0000 ===================================================================================== Total return* 1.28% Ratio of net expenses to average net assets+ 0.78% Ratio of net investment income (loss) to average net assets+ 1.75% Net assets, end of period (in thousands) $ 31,232 Ratios with no waiver of fees and assumption of expenses by the Adviser and no reduction for fees paid indirectly: Net expenses 0.81% Net investment income (loss) 1.72% Ratios with waiver of fees and assumption of expenses by the Adviser and reduction for fees paid indirectly: Net expenses 0.78% Net investment income (loss) 1.75% ===================================================================================== * 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. + Ratio with no reduction for fees paid indirectly. The accompanying notes are an integral part of these financial statements. Pioneer Tax Free Money Market Fund | Semiannual Report | 6/30/10 19 Notes to Financial Statements | 6/30/10 (unaudited) 1. Organization and Significant Accounting Policies Pioneer Tax Free Money Market Fund (the Fund) is one of three series comprising Pioneer Series Trust II, a Delaware statutory trust. The Fund is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. The investment objective of the Fund is to provide current income, exempt from federal income tax, as is consistent with the preservation of capital. The Fund offers one class of shares -- Class A shares. Class Y shares were first publicly offered on September 23, 2005. Class Y shares were liquidated on March 24, 2010. Each class of shares represents an interest in the same portfolio of investments of the Fund and have identical rights (based on relative net asset values) to assets and liquidation proceeds. Share classes can bear different rates of class-specific fees and expenses such as transfer agent and distribution fees. Differences in class-specific fees and expenses will result in differences in net investments income and, therefore, the payment of different dividends from net investment income earned by each class. The Amended and Restated Declaration of Trust of the Fund gives the Board the flexibility to specify either per share voting or dollar-weighted voting when submitting matters for shareholder approval. Under per share voting, each share of a class 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 owned, but by the dollar value of the shares on the record date. Each share class has exclusive voting rights with respect to matters affecting only that class, including with respect to the distribution plan for that class. There was no distribution plan for Class Y shares. The Fund's prospectuses contain unaudited information regarding the Fund's principal risks. Please refer to that document when considering the Fund's principal risks. Investments in the Fund are subject to possible loss due to the financial failure of underlying issuers and their inability to meet their debt obligations. The Fund's financial statements have been prepared in conformity with U.S. generally accepted accounting principles that require the management of the Fund to, among other things, make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income, expenses and gains and losses on investments during the reporting periods. Actual results could differ from those estimates. 20 Pioneer Tax Free Money Market Fund | Semiannual Report | 6/30/10 The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements, which are consistent with those policies generally accepted in the investment company industry: A. Security Valuation Security transactions are recorded as of trade date. Securities are valued at amortized cost, which approximates fair market value. Mutual funds are valued at net asset value. Investments purchased at a discount or premium are valued by amortizing the difference between the original purchase price and maturity value of the issue over the period to maturity. Interest income, including interest on income bearing cash accounts, is recorded on the accrual basis. B. Federal Income Taxes It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income and net realized capital gains, if any, to its shareowners. Therefore, no federal income tax provision is required. Tax years for the prior three fiscal years remain subject to examination by tax authorities. The tax character of current year distributions payable will be determined at the end of the current taxable year. The tax character of distributions paid during the year ended December 31, 2009 was as follows: - ------------------------------------------ 2009 - ------------------------------------------ Distributions paid from: Ordinary income $ -- Tax exempt income 24,932 - ------------------------------------------ Total $24,932 ========================================== The following shows the components of distributable earnings on a federal income tax basis at December 31, 2009: - --------------------------------------------- 2009 - --------------------------------------------- Distributable earnings: Capital loss carryforward $ (21,752) Dividend payable (13,670) - --------------------------------------------- Total $ (35,422) ============================================= C. Fund Shares The Fund records sales and repurchases of its shares as of trade date. The Fund declares as daily dividends substantially all of its net investment income. All dividends are paid on a monthly basis. Short-term capital gain distributions, if any, may be declared with the daily dividends. Pioneer Tax Free Money Market Fund | Semiannual Report | 6/30/10 21 D. Class Allocations Income, common expenses and realized and unrealized gains and losses are calculated at the Fund level and allocated daily to each class of shares based on its respective percentage of adjusted net assets at the beginning of the day. Distribution fees are calculated based on the average daily net asset value attributable to Class A shares of the Fund (see Note 4). Class Y shares do not pay distribution fees. All expenses and fees paid to the transfer agent, Pioneer Investment Management Shareholder Services, Inc. (PIMSS), for its services, are allocated among the classes of shares based on the number of accounts in each class and the ratable allocation of related out-of-pocket expenses (see Note 3). Distributions to shareowners are recorded as of the ex-dividend date. Distributions paid by the Fund with respect to each class of shares are calculated in the same manner and at the same time, except that net investment income dividends to Class A and Class Y shares can reflect different transfer agent and distribution expense rates. 2. Management Agreement Pioneer Investment Management, Inc. (PIM), a wholly-owned indirect subsidy of UniCredit, S.p.A. (UniCredit), manages the Fund's portfolio. Management fees are calculated daily at the annual rate of 0.40% of the Fund's average daily net assets up to $1 billion and 0.35% on assets over $1 billion. For the six months ended June 30, 2010, the effective (excluding waivers and/or reimbursement of expenses) management fee was equivalent to a rate of 0.30% of average daily net assets. PIM may limit the Fund's expenses or waive a portion of its management fee in an effort to maintain a net asset value of $1.00 per share. From time to time, PIM and its affiliates may limit the expenses of one or more classes for the purpose of avoiding a negative yield or increasing its yield during the period of the limitation. These expense limitation policies are voluntary and temporary and may be revised or terminated by PIM at any time without notice. In addition, under the management and administration agreements, certain other services and costs, including accounting, regulatory reporting and insurance premiums, are paid by the Fund as administrative reimbursements. Included in "Due to Affiliates" reflected on the Statement of Assets and Liabilities is $595 in management fees, administrative cost and certain other reimbursements payable to PIM at June 30, 2010. 22 Pioneer Tax Free Money Market Fund | Semiannual Report | 6/30/10 3. Transfer Agent PIMSS, a wholly owned indirect subsidiary of UniCredit, provides substantially all transfer agent and shareowner services to the Fund at negotiated rates. In addition, the Fund reimburses PIMSS for out-of-pocket expenses incurred by PIMSS related to shareholder communications activities such as proxy and statement mailings, outgoing phone calls and omnibus relationship contracts. For the six months ended June 30, 2010, such out-of-pocket expenses by class of shares were as follows: - --------------------------------------------- Shareholder Communications: - --------------------------------------------- Class A $2,471 - --------------------------------------------- Total $2,471 ============================================= Included in "Due to affiliates" reflected on the Statement of Assets and Liabilities is $8,952 in transfer agent fees and out-of-pocket reimbursements payable to PIMSS at June 30, 2010. 4. Distribution Plan The Fund has adopted a Distribution plan pursuant to Rule 12b-1 of the Investment Company Act of 1940, with respect to its Class A shares. Pursuant to the Plan, the Fund pays Pioneer Funds Distributor, Inc. (PFD), 0.15% of the average daily net assets attributable to Class A shares as compensation for personal services and/or account maintenance services or distribution services with regard to Class A shares. Included in "Due to Affiliates" reflected on the Statement of Assets and Liabilities is $207 in distribution fees payable to PFD at June 30, 2010. 5. Expense Offsets The Fund has entered into certain expense offset arrangements with PIMSS resulting in a reduction in the Fund's total expenses, due to interest earned on cash held by PIMSS. There were no such offsets for the six months ended June 30, 2010. 6. Subsequent Events In preparing these financial statements, PIM has evaluated the impact of all events and transactions for potential recognition or disclosure and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements. Pioneer Tax Free Money Market Fund | Semiannual Report | 6/30/10 23 Trustees, Officers and Service Providers Trustees Officers John F. Cogan, Jr., Chairman John F. Cogan, Jr., President David R. Bock Daniel K. Kingsbury, Executive Mary K. Bush Vice President Benjamin M. Friedman Mark E. Bradley, Treasurer Margaret B.W. Graham Christopher J. Kelley, Secretary Daniel K. Kingsbury Thomas J. Perna Marguerite A. Piret Stephen K. West Investment Adviser and Administrator Pioneer Investment Management, Inc. Custodian Brown Brothers Harriman & Co. Principal Underwriter Pioneer Funds Distributor, Inc. Legal Counsel Bingham McCutchen LLP Shareowner Services and Transfer Agent Pioneer Investment Management Shareholder Services, Inc. Proxy Voting Policies and Procedures of the Fund are available without charge, upon request, by calling our toll free number (1-800-225-6292). Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is publicly available to shareowners at pioneerinvestments.com. This information is also available on the Securities and Exchange Commission's web site at http://www.sec.gov. 24 Pioneer Tax Free Money Market Fund | Semiannual Report | 6/30/10 This page for your notes. Pioneer Tax Free Money Market Fund | Semiannual Report | 6/30/10 25 This page for your notes. 26 Pioneer Tax Free Money Market Fund | Semiannual Report | 6/30/10 This page for your notes. Pioneer Tax Free Money Market Fund | Semiannual Report | 6/30/10 27 This page for your notes. 28 Pioneer Tax Free Money Market Fund | Semiannual Report | 6/30/10 How to Contact Pioneer We are pleased to offer a variety of convenient ways for you to contact us for assistance or information. Call us for: - -------------------------------------------------------------------------------- Account Information, including existing accounts, new accounts, prospectuses, applications and service forms 1-800-225-6292 FactFone(SM) for automated fund yields, prices, account information and transactions 1-800-225-4321 Retirement plans information 1-800-622-0176 Write to us: - -------------------------------------------------------------------------------- PIMSS, Inc. P.O. Box 55014 Boston, Massachusetts 02205-5014 Our toll-free fax 1-800-225-4240 Our internet e-mail address ask.pioneer@pioneerinvestments.com (for general questions about Pioneer only) Visit our web site: pioneerinvestments.com This report must be preceded or accompanied by a prospectus. The Fund files a complete schedule of investments with the Securities and Exchange Commission for the first and third quarters for each fiscal year on Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's web site at http://www.sec.gov. The filed form may also be viewed and copied at the Commission's Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling 1-800-SEC-0330. ITEM 2. CODE OF ETHICS. (a) Disclose whether, as of the end of the period covered by the report, the registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. If the registrant has not adopted such a code of ethics, explain why it has not done so. The registrant has adopted, as of the end of the period covered by this report, a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer and controller. (b) For purposes of this Item, the term "code of ethics" means written standards that are reasonably designed to deter wrongdoing and to promote: (1) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (2) Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant; (3) Compliance with applicable governmental laws, rules, and regulations; (4) The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and (5) Accountability for adherence to the code. (c) The registrant must briefly describe the nature of any amendment, during the period covered by the report, to a provision of its code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item. The registrant must file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless the registrant has elected to satisfy paragraph (f) of this Item by posting its code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by undertaking to provide its code of ethics to any person without charge, upon request, pursuant to paragraph (f)(3) of this Item. The registrant has made no amendments to the code of ethics during the period covered by this report. (d) If the registrant has, during the period covered by the report, granted a waiver, including an implicit waiver, from a provision of the code of ethics to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this Item, the registrant must briefly describe the nature of the waiver, the name of the person to whom the waiver was granted, and the date of the waiver. Not applicable. (e) If the registrant intends to satisfy the disclosure requirement under paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from, a provision of its code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item by posting such information on its Internet website, disclose the registrant's Internet address and such intention. Not applicable. (f) The registrant must: (1) File with the Commission, pursuant to Item 10(a), a copy of its code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, as an exhibit to its annual report on this Form N-CSR; (2) Post the text of such code of ethics on its Internet website and disclose, in its most recent report on this Form N-CSR, its Internet address and the fact that it has posted such code of ethics on its Internet website; or (3) Undertake in its most recent report on this Form N-CSR to provide to any person without charge, upon request, a copy of such code of ethics and explain the manner in which such request may be made. 	See Item 10(2) ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. (a) (1) Disclose that the registrant's board of trustees has determined that the registrant either: (i) Has at least one audit committee financial expert serving on its audit committee; or (ii) Does not have an audit committee financial expert serving on its audit committee. The registrant's Board of Trustees has determined that the registrant has at least one audit committee financial expert. (2) If the registrant provides the disclosure required by paragraph (a)(1)(i) of this Item, it must disclose the name of the audit committee financial expert and whether that person is "independent." In order to be considered "independent" for purposes of this Item, a member of an audit committee may not, other than in his or her capacity as a member of the audit committee, the board of trustees, or any other board committee: (i) Accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer; or (ii) Be an "interested person" of the investment company as defined in Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)). Ms. Marguerite A. Piret, an independent trustee, is such an audit committee financial expert. (3) If the registrant provides the disclosure required by paragraph (a)(1) (ii) of this Item, it must explain why it does not have an audit committee financial expert. Not applicable. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. N/A (b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category. N/A (c) Disclose, under the caption TAX FEES, the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. Registrants shall describe the nature of the services comprising the fees disclosed under this category. N/A (d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category. N/A (e) (1) Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. PIONEER FUNDS APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES PROVIDED BY THE INDEPENDENT AUDITOR SECTION I - POLICY PURPOSE AND APPLICABILITY The Pioneer Funds recognize the importance of maintaining the independence of their outside auditors. Maintaining independence is a shared responsibility involving Pioneer Investment Management, Inc ("PIM"), the audit committee and the independent auditors. The Funds recognize that a Fund's independent auditors: 1) possess knowledge of the Funds, 2) are able to incorporate certain services into the scope of the audit, thereby avoiding redundant work, cost and disruption of Fund personnel and processes, and 3) have expertise that has value to the Funds. As a result, there are situations where it is desirable to use the Fund's independent auditors for services in addition to the annual audit and where the potential for conflicts of interests are minimal. Consequently, this policy, which is intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and procedures to be followed by the Funds when retaining the independent audit firm to perform audit, audit-related tax and other services under those circumstances, while also maintaining independence. Approval of a service in accordance with this policy for a Fund shall also constitute approval for any other Fund whose pre-approval is required pursuant to Rule 210.2-01(c)(7)(ii). In addition to the procedures set forth in this policy, any non-audit services that may be provided consistently with Rule 210.2-01 may be approved by the Audit Committee itself and any pre-approval that may be waived in accordance with Rule 210.2-01(c)(7)(i)(C) is hereby waived. Selection of a Fund's independent auditors and their compensation shall be determined by the Audit Committee and shall not be subject to this policy. SECTION II - POLICY - ---------------- -------------------------------- ------------------------------------------------- SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES CATEGORY - ---------------- -------------------------------- ------------------------------------------------- I. AUDIT Services that are directly o Accounting research assistance SERVICES related to performing the o SEC consultation, registration independent audit of the Funds statements, and reporting o Tax accrual related matters o Implementation of new accounting standards o Compliance letters (e.g. rating agency letters) o Regulatory reviews and assistance regarding financial matters o Semi-annual reviews (if requested) o Comfort letters for closed end offerings - ---------------- -------------------------------- ------------------------------------------------- II. Services which are not o AICPA attest and agreed-upon procedures AUDIT-RELATED prohibited under Rule o Technology control assessments SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments and are related extensions of o Enterprise security architecture the audit services support the assessment audit, or use the knowledge/expertise gained from the audit procedures as a foundation to complete the project. In most cases, if the Audit-Related Services are not performed by the Audit firm, the scope of the Audit Services would likely increase. The Services are typically well-defined and governed by accounting professional standards (AICPA, SEC, etc.) - ---------------- -------------------------------- ------------------------------------------------- ------------------------------------- ------------------------------------ AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE REPORTING POLICY ------------------------------------- ------------------------------------ o "One-time" pre-approval o A summary of all such for the audit period for all services and related fees pre-approved specific service reported at each regularly subcategories. Approval of the scheduled Audit Committee independent auditors as meeting. auditors for a Fund shall constitute pre approval for these services. ------------------------------------- ------------------------------------ o "One-time" pre-approval o A summary of all such for the fund fiscal year within services and related fees a specified dollar limit (including comparison to for all pre-approved specified dollar limits) specific service subcategories reported quarterly. o Specific approval is needed to exceed the pre-approved dollar limit for these services (see general Audit Committee approval policy below for details on obtaining specific approvals) o Specific approval is needed to use the Fund's auditors for Audit-Related Services not denoted as "pre-approved", or to add a specific service subcategory as "pre-approved" ------------------------------------- ------------------------------------ SECTION III - POLICY DETAIL, CONTINUED - ----------------------- --------------------------- ----------------------------------------------- SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES DESCRIPTION - ----------------------- --------------------------- ----------------------------------------------- III. TAX SERVICES Services which are not o Tax planning and support prohibited by the Rule, o Tax controversy assistance if an officer of the Fund o Tax compliance, tax returns, excise determines that using the tax returns and support Fund's auditor to provide o Tax opinions these services creates significant synergy in the form of efficiency, minimized disruption, or the ability to maintain a desired level of confidentiality. - ----------------------- --------------------------- ----------------------------------------------- - ------------------------------------- ------------------------- AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE REPORTING POLICY - ------------------------------------- ------------------------- - ------------------------------------- ------------------------- o "One-time" pre-approval o A summary of for the fund fiscal year all such services and within a specified dollar limit related fees 				 (including comparison 			 to specified dollar 			 limits) reported 			 quarterly. o Specific approval is needed to exceed the pre-approved dollar limits for these services (see general Audit Committee approval policy below for details on obtaining specific approvals) o Specific approval is needed to use the Fund's auditors for tax services not denoted as pre-approved, or to add a specific service subcategory as "pre-approved" - ------------------------------------- ------------------------- SECTION III - POLICY DETAIL, CONTINUED - ----------------------- --------------------------- ----------------------------------------------- SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES DESCRIPTION - ----------------------- --------------------------- ----------------------------------------------- IV. OTHER SERVICES Services which are not o Business Risk Management support prohibited by the Rule, o Other control and regulatory A. SYNERGISTIC, if an officer of the Fund compliance projects UNIQUE QUALIFICATIONS determines that using the Fund's auditor to provide these services creates significant synergy in the form of efficiency, minimized disruption, the ability to maintain a desired level of confidentiality, or where the Fund's auditors posses unique or superior qualifications to provide these services, resulting in superior value and results for the Fund. - ----------------------- --------------------------- ----------------------------------------------- - --------------------------------------- ------------------------ AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE REPORTING POLICY - ------------------------------------- -------------------------- o "One-time" pre-approval o A summary of for the fund fiscal year within all such services and a specified dollar limit related fees 			 (including comparison 			 to specified dollar 				 limits) reported quarterly. o Specific approval is needed to exceed the pre-approved dollar limits for these services (see general Audit Committee approval policy below for details on obtaining specific approvals) o Specific approval is needed to use the Fund's auditors for "Synergistic" or "Unique Qualifications" Other Services not denoted as pre-approved to the left, or to add a specific service subcategory as "pre-approved" - ------------------------------------- -------------------------- SECTION III - POLICY DETAIL, CONTINUED - ----------------------- ------------------------- ----------------------------------------------- SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES DESCRIPTION - ----------------------- ------------------------- ----------------------------------------------- PROHIBITED SERVICES Services which result 1. Bookkeeping or other services in the auditors losing related to the accounting records or independence status financial statements of the audit under the Rule. client* 2. Financial information systems design and implementation* 3. Appraisal or valuation services, fairness* opinions, or contribution-in-kind reports 4. Actuarial services (i.e., setting actuarial reserves versus actuarial audit work)* 5. Internal audit outsourcing services* 6. Management functions or human resources 7. Broker or dealer, investment advisor, or investment banking services 8. Legal services and expert services unrelated to the audit 9. Any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible - ----------------------- ------------------------- ----------------------------------------------- - ------------------------------------------- ------------------------------ AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE REPORTING POLICY - ------------------------------------------- ------------------------------ o These services are not to be o A summary of all performed with the exception of the(*) services and related services that may be permitted fees reported at each if they would not be subject to audit regularly scheduled procedures at the audit client (as Audit Committee meeting defined in rule 2-01(f)(4)) level will serve as continual the firm providing the service. confirmation that has 				 not provided any restricted services. - ------------------------------------------- ------------------------------ - -------------------------------------------------------------------------------- GENERAL AUDIT COMMITTEE APPROVAL POLICY: o For all projects, the officers of the Funds and the Fund's auditors will each make an assessment to determine that any proposed projects will not impair independence. o Potential services will be classified into the four non-restricted service categories and the "Approval of Audit, Audit-Related, Tax and Other Services" Policy above will be applied. Any services outside the specific pre-approved service subcategories set forth above must be specifically approved by the Audit Committee. o At least quarterly, the Audit Committee shall review a report summarizing the services by service category, including fees, provided by the Audit firm as set forth in the above policy. - -------------------------------------------------------------------------------- (2) Disclose the percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. N/A (f) If greater than 50 percent, disclose the percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees. N/A (g) Disclose the aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant. N/A (h) Disclose whether the registrant's audit committee of the board of trustees has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence. The Fund's audit committee of the Board of Trustees has considered whether the provision of non-audit services that were rendered to the Affiliates (as defined) that were not pre- approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence. Item 5. Audit Committee of Listed Registrants (a) If the registrant is a listed issuer as defined in Rule 10A-3 under the Exchange Act (17 CFR 240.10A-3), state whether or not the registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)). If the registrant has such a committee, however designated, identify each committee member. If the entire board of directors is acting as the registrants audit committee as specified in Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)), so state. N/A (b) If applicable, provide the disclosure required by Rule 10A-3(d) under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption from the listing standards for audit committees. N/A Item 6. Schedule of Investments. File Schedule I Investments in securities of unaffiliated issuers as of the close of the reporting period as set forth in 210.12- 12 of Regulation S-X [17 CFR 210.12-12], unless the schedule is included as part of the report to shareholders filed under Item 1 of this Form. Included in Item 1 ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. A closed-end management investment company that is filing an annual report on this Form N-CSR must, unless it invests exclusively in non-voting securities, describe the policies and procedures that it uses to determine how to vote proxies relating to portfolio securities, including the procedures that the company uses when a vote presents a conflict between the interests of its shareholders, on the one hand, and those of the company's investment adviser; principal underwriter; or any affiliated person (as defined in Section 2(a)(3) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules thereunder) of the company, its investment adviser, or its principal underwriter, on the other. Include any policies and procedures of the company's investment adviser, or any other third party, that the company uses, or that are used on the company's behalf, to determine how to vote proxies relating to portfolio securities. Not applicable to open-end management investment companies. Item 8. Portfolio Managers of Closed-End Management Investment Companies. (a) If the registrant is a closed-end management investment company that is filing an annual report on this Form N-CSR,provide the following information: (1) State the name, title, and length of service of the person or persons employed by or associated with the registrant or an investment adviser of the registrant who are primarily responsible for the day-to-day management of the registrants portfolio (Portfolio Manager). Also state each Portfolio Managers business experience during the past 5 years. Not applicable to open-end management investment companies. Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. (a) If the registrant is a closed-end management investment company, in the following tabular format, provide the information specified in paragraph (b) of this Item with respect to any purchase made by or on behalf of the registrant or any affiliated purchaser, as defined in Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of shares or other units of any class of the registrants equity securities that is registered by the registrant pursuant to Section 12 of the Exchange Act (15 U.S.C. 781). Instruction to paragraph (a). Disclose all purchases covered by this Item, including purchases that do not satisfy the conditions of the safe harbor of Rule 10b-18 under the Exchange Act (17 CFR 240.10b-18), made in the period covered by the report. Provide disclosures covering repurchases made on a monthly basis. For example, if the reporting period began on January 16 and ended on July 15, the chart would show repurchases for the months from January 16 through February 15, February 16 through March 15, March 16 through April 15, April 16 through May 15, May 16 through June 15, and June 16 through July 15. Not applicable to open-end management investment companies. Item 10. Submission of Matters to a Vote of Security Holders. Describe any material changes to the procedures by which shareholders may recommend nominees to the registrants board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A (17 CFR 240.14a-101), or this Item. There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrants board of directors since the registrant last provided disclosure in response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14(A) in its definitive proxy statement, or this Item. ITEM 11. CONTROLS AND PROCEDURES. (a) Disclose the conclusions of the registrant's principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, about the effectiveness of the registrant's disclosure controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR 270.30a-2(c))) based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph. The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures are effective based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report. (b) Disclose whether or not there were significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. There were no significant changes in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. The registrant's principal executive officer and principal financial officer, however, voluntarily are reporting the following information: In August of 2006 the registrant's investment adviser enhanced its internal procedures for reporting performance information required to be included in prospectuses. Those enhancements involved additional internal controls over the appropriateness of performance data generated for this purpose. Such enhancements were made following an internal review which identified prospectuses relating to certain classes of shares of a limited number of registrants where, inadvertently, performance information not reflecting the deduction of applicable sales charges was included. Those prospectuses were revised, and the revised prospectuses were distributed to shareholders. ITEM 12. EXHIBITS. File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated. (a) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit. (b) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2). Filed herewith. SIGNATURES [See General Instruction F] Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Pioneer Series Trust II By (Signature and Title)* /s/ John F. Cogan, Jr. John F. Cogan, Jr, President Date August 27, 2010 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* /s/ John F. Cogan, Jr. John F. Cogan, Jr., President Date August 27, 2010 By (Signature and Title)* /s/ Mark Bradley Mark Bradley, Treasurer Date August 27, 2010 * Print the name and title of each signing officer under his or her signature.